Parent and Buyer. The assistance that Seller and the Shareholders shall provide shall include, without limitation, access to all Seller books, records and accounts, access to Seller's personnel and prompt response to requests for information by Parent and its agents.
Parent and Buyer acknowledge and -------------------- agree that Shareholder executes and delivers this Agreement solely in his capacity as the record holder and beneficial owner of his Shares and no provision of this Agreement shall limit or otherwise restrict Shareholder with respect to any act or omission that Shareholder may undertake or authorize in his capacity as an officer of the Company or a member of the Company Board, including, without limitation, any vote that Shareholder may make as a director of the Company with respect to any matter presented to the Company Board.
Parent and Buyer. Any failure of the Sellers, the Parent, or the Buyer to comply with any term or provision of this Agreement may be waived, with respect to Buyer, by the Parent and the Sellers, and, with respect to the Sellers and the Parent, by the Buyer, by an instrument in writing signed by or on behalf of the appropriate party, but such waiver or failure to insist upon strict compliance with such term or provision shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure to comply.
Parent and Buyer. Parent and Buyer represents and warrants to the Shareholder as follows:
Parent and Buyer. 59 12.3. Damages.................................................................................... 59
Parent and Buyer. Parent and Buyer each recognize and acknowledge that prior to the Closing Date or Termination Date, as applicable, they will have access to certain information of the Target Companies including lists of customers, operational policies, pricing and cost policies that are valuable, special and unique assets of the Target Companies. This information has been provided to Parent, Buyer and their respective representatives for the purpose of evaluating the transactions contemplated by this Agreement. Parent and Buyer agree, that prior to the Closing they will not use such information other than for the purposes for which it has been provided and will not disclose such information to any Person for any purpose or reason whatsoever, unless, in each case, such information is or becomes known to the public generally through no fault of Parent or Buyer, or unless Parent or Buyer are required by applicable Legal Requirements or the requirements of NASDAQ or the TSE to disclose such information. If Parent or Buyer is requested to provide such information pursuant to any applicable Legal Requirements or the requirements of NASDAQ or the TSE, Parent or Buyer shall notify the Company as promptly as possible and shall allow the Company an opportunity to oppose such request. In the event of a breach or threatened breach by Parent or Buyer of the provisions of this Section, the Company shall be entitled to seek an injunction without posting bond restraining Parent and Buyer from disclosing, in whole or in part, such information. Nothing contained herein shall be construed as prohibiting the Sellers on the Company's behalf or on behalf of the Target Companies, as the case may be, from pursuing any other available remedy for such breach or threatened breach, including the recovery of damages.
Parent and Buyer. MARCHEX, INC. By: /s/ Xxxxxxx X. Xxxxxxxx Name: Xxxxxxx X. Xxxxxxxx Title: Chief Executive Officer SELLER: PIKE STREET INDUSTRIES, INC. By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: President STOCKHOLDERS: /s/ Xxxxxx Xxx Xxxxxx Xxx /s/ Xxxxxx Xxxxxxxxx
Parent and Buyer expressly understand and agree that any obligation or liability relating to the manufacture, after the Closing, by anyone other than Seller of mobile terminals or other hardware (including component parts of mobile terminals that anyone other than Seller assembles or manufactures) in connection with the Business (including, without limitation, all product liability claims that arise from, and all supply contracts for component parts to which Seller is not a party, relating to such manufacture of mobile terminals) shall for the purposes of this Agreement constitute Assumed Liabilities, as defined in clause (ii) below; and
