Each of Buyer and Seller agree to keep confidential any of the documents, materials and information delivered or disclosed to it by the other party or otherwise generated in connection with the Property or the transaction contemplated herein, including without limitation, the Purchase Price. Prior to Closing, neither party shall issue any press release or other information to the public regarding the transaction contemplated herein, except as may be expressly approved in advance by the other party. Notwithstanding the foregoing, both Buyer and Seller shall be permitted to make such disclosures as are necessary or appropriate to effectuate the transaction, including disclosures and deliveries to the parties' attorneys, accountants, consultants, partners, clients, investors, lenders or other similar parties involved in the transaction, as well as to the extent required by applicable law, including the securities laws and laws relating to financial reporting.
Each of Buyer. Seller and Seller Subsidiary irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of this Agreement, the other Transaction Documents or the transactions contemplated hereby or thereby in (i) any Federal court for the Southern District of New York or (ii) any New York state court located in the County of New York, and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.
Each of Buyer. Crotts and Seller shall maintain in confidence and shall cause theix xxxpective officers, directors, employees, advisors and agents to maintain in confidence any information obtained in confidence from any other party hereto and, at the request of any party disclosing such information, shall return such information immediately if this Agreement is terminated for any reason.
Each of Buyer and Seller agrees with the other that it has no present intention to make any public announcement of the purchase and sale transaction contemplated hereby or of any of the terms thereof, and shall obtain the written consent of the other party prior to making any announcement or divulging any information.
Each of Buyer and Buyer Sub shall, and shall cause --------------- its affiliates, directors, officers, employees and agents to, take all reasonable and appropriate steps to keep confidential all information obtained or furnished to any of them with respect to Seller and its business, operations, customer lists and financial condition; provided, however, that any such information may be disclosed by Buyer or Buyer Sub to the extent required by law, as determined in a written opinion of counsel to Buyer or Buyer Sub (which counsel may be an employee of Buyer or Buyer Sub). In the event such disclosure is required, Buyer or Buyer Sub shall provide Seller written notice of the information to be disclosed, together with a copy of the written opinion referred to in the immediately preceding sentence, as far in advance of such disclosure as is practicable. At Seller's request, Buyer or Buyer Sub, as applicable, will use its best efforts to obtain assurances that confidential treatment will be afforded to such information and will disclose only such information as is necessary to comply with its legal obligations as advised in such written opinion. Each of Buyer and Buyer Sub acknowledges that Seller will suffer irreparable harm as a result of a breach of this Section and that, therefore, Seller will be entitled to injunctive and other appropriate equitable relief in addition to damages as a result of a breach or imminent breach of this Section. Buyer's and Buyer Sub's obligations under this Section 7.3 shall survive both the termination of this Agreement and the Closing.
Each of Buyer. Rxxxxxxxxx and Nxxxxx covenants and agrees to keep confidential any and all information provided to Buyer, Rxxxxxxxxx or Nxxxxx pursuant to this Agreement; provided, that the foregoing shall not prohibit any disclosure required by any applicable law (in which case Buyer, Rxxxxxxxxx and Nxxxxx will provide Parent and Seller with the opportunity to review and comment in advance of such disclosure).
Each of Buyer and Seller represents and warrants to the other that no broker or real estate sales person other than Cushxxx & Xakexxxxx, Xxc. ("Agent") has shown the Buyer the Property and each party will indemnify and hold harmless the other against any liability which such other party is legally obligated to discharge to any broker other than Agent which is imposed on said party wholly or partly because of the other's relations or contact with such broker or its representative or other person, together with all reasonable legal expenses and costs of that party necessitated in connection therewith. Seller agrees to pay to Agent at completion of Closing any commission due for services rendered, and shall indemnify and hold harmless the Buyer of, from and against any liability imposed on Buyer by reason of Seller's failure so to do.
Each of Buyer any Buyer Company, or any Subsidiary of Buyer as agent for or for resale to a Buyer Company shall have the right to purchase, and Seller shall be obligated to sell, as ordered by Buyer, any Buyer Subsidiary or a Buyer Company during the term of this Agreement, Equipment, Software and Services and the terms and conditions of this Agreement shall apply to such orders. Any Buyer Company which submits an order for Equipment, Software or Services under this Agreement, either directly to Seller or from Buyer or a subsidiary of Buyer shall be considered the "Buyer" for all purposes of this Agreement as if such Buyer Company had entered into a separate contract with Seller solely with respect to the items ordered. All rights, claims or defenses Seller has or may acquire hereunder shall be asserted solely against the Buyer Company which has received or is to ultimately receive the Equipment, Software or Services pursuant to such an order and such Buyer Company shall have and may enforce against Seller all of the rights, benefits and obligations contained herein. In addition, Buyer or any Subsidiary of Buyer ordering Equipment, Software and Services shall have the right, in its sole discretion, to enforce or assert on behalf of itself or any Buyer Company any right, claim or defense available to it or any such Buyer Company hereunder. Seller, however, reserves the right to reject any order from a Buyer Company as described as any entity that enters into an Agreement with Buyer to provide fixed point Microwave Services and which is permitted by Buyer to submit orders at the prices stated herein, Appendix A, directly to Seller for Equipment. Seller's rejection, which shall be reasonably based, shall be dependent upon the parties' failure to reach a mutually acceptable agreement. Such an agreement shall be no more restrictive than Seller's then current standard terms and conditions.
Each of Buyer and Buyer Designee hereby acknowledges and agrees that the Assignment and this Agreement is in all respects subject to and limited by the provisions of the Purchase Agreement (except pursuant to Section 6 of this Agreement). Nothing contained in this Agreement shall in any way modify or enlarge the obligations of Sellers under the Purchase Agreement, or modify or enlarge the representations or warranties, covenants, indemnities or other agreements made by Sellers under the Purchase Agreement, or modify or affect the rights or remedies of the Sellers under the Purchase Agreement. Further, for the avoidance of doubt, Buyer hereby acknowledges and agrees that (i) none of the Buyer Designee Assigned Contracts and Liabilities and the Buyer Designee Acquired Assets were assigned to Buyer in connection with the First Closing or the Second Closing, and (ii) all Buyer Designee Assigned Contracts and Liabilities and the Buyer Designee Acquired Assets are clear of all Liens of the type described in clause (iii) of the definition of “Permitted Liens.”
Each of Buyer. Genco Holdings and Parents (i) shall furnish all information concerning itself and its subsidiaries to the others as may be reasonably requested in connection with the preparation, filing and distribution of the Information Statement and (ii) agrees, as to itself and its subsidiaries, that none of the information supplied or to be supplied by it or its subsidiaries (other than, in the case of Parents, the Companies) for inclusion or incorporation by reference in the Information Statement and any amendment or supplement thereto will, at the date of mailing to shareholders, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Buyer, Genco Holdings and Parents agrees to promptly correct any information provided by it for use in the Information Statement that shall have become false or misleading. Genco Holdings will cause the Information Statement to comply as to form in all material respects with the applicable provisions of the Exchange Act and the rules and regulations thereunder.
