Merchant and. Agent acknowledge and agree that as a result of the passage of time, fluctuating market conditions and other reasons, damages as a result of a breach of this Agreement by Agent would be difficult, if not impossible, to determine. Therefor, in the event that Agent breaches any material provision of this Agreement prior to the Closing Date, Merchant, as its sole and exclusive remedy therefor, shall have the right to terminate this Agreement and retain the Good Faith Deposit as liquidated damages and not as a penalty therefor.
Merchant and. Camdens together shall determine what sales, use, Value Added Tax or other applicable taxes ("TAXES") are due in respect of any sale of a Product to a Customer. Camdens shall collect such Taxes as it deems necessary from the Customers. Camdens shall also collect from Customers and remit to Merchant all Taxes due on sale of Products.
Merchant and each Owner only authorizes DDF to use its, his or her name in a listing of clients and in advertising and marketing- materials with their express written consent.
Merchant and. Stockholders will hold and will cause its consultants and advisors to hold in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information concerning the other party furnished it by such other party or its representatives in connection with the transactions contemplated by this Agreement, including, without limitation, all letters of intent negotiated among and/or executed by the parties hereto and/or their affiliates, principals or related entities and any standstill agreements with respect thereto (except to the extent that such information can be shown to have been (i) previously known by the party to which it was furnished, or (ii) later lawfully acquired from other sources by the party to which it was furnished), and each party will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors, bankers and other consultants and advisors in connection with this Agreement. If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained except to the extent such information comes into the public domain through no fault of the party required to hold it in confidence, and such information shall not be used to the detriment of, or in relation to any investment in, the other party and all such documents (including copies thereof) shall be returned to the other party immediately upon the written request of such other party. Each party shall be deemed to have satisfied its obligation to hold confidential information concerning or supplied by the other party if it exercises the same care as it takes to preserve confidentiality for its own similar information.
Merchant and each Owner authorizes Company and its affiliates to communicate with, solicit and/or market to Merchant and each Owner via regular mail, telephone, email and facsimile in connection with the provision of goods or services by Company, its affiliates or any third party that Company shares, transfers, exchanges, discloses or provides information with or to pursuant to Section 3.5 and will hold Company, its affiliates and such third parties harmless against any and all claims pursuant to the federal CAN-SPAM ACT of 2003 (Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003), the Telephone Consumer Protection Act (TCPA), and any and all other state or federal laws relating to transmissions or solicitations by any of the methods described above.
