Sections 12. 2(a) and (b) do not apply to that part of the Confidential Information of a Disclosing Party that a Receiving Party demonstrates (a) was, is or becomes generally available to the public other than as a result of a breach of this Article 12 or the Confidentiality Agreement by the Receiving Party or its representatives; (b) was or is developed by the Receiving Party independently of and without reference to any Confidential Information of the Disclosing Party; or (c) was, is or becomes available to the Receiving Party on a nonconfidential basis from a Third Party not bound by a confidentiality agreement or any legal, fiduciary or other obligation restricting disclosure. Seller shall not disclose any Confidential Information of Seller relating to any of the Assets or the Assumed Liabilities in reliance on the exceptions in clauses (b) or (c) above.
Sections 12. 06(a) (Counterparts) and 12.06(b) (Integration) of the Credit Agreement are hereby incorporated into this Amendment, mutatis mutandis, as a part hereof for all purposes.
Sections 12. 5 and 12.6 of the Agreement shall respectively govern the rights of the Parties in the event of insolvency or bankruptcy of a Party, provided, however, that in the event AIRVANA becomes insolvent or is declared bankrupt and this Appendix D and/or the applicable Statement of Work is rejected by a trustee in bankruptcy, then if NORTEL NETWORKS elects to continue exercising any of the rights granted herein, such trustee shall:
Sections 12. 2(a) and (b) of the Agreement are amended to read as follows:
Sections 12. 1.1 and 12.1.2 shall apply within one hundred (100) miles of the primary site location of any company-owned or franchised business operated under the TPR Method. Sections 12.1.1 and 12.1.2 shall apply to any means that may be used to engage in the activities prohibited under Sections 12.1.1 and 12.1.2, including but not limited to live instruction or other in-person services, synchronous or asynchronous online instruction or services, and paper or electronic publishing.
Sections 12. 5 and 12.6 of the Shareholders Agreement shall be applied mutatis mutandis to the payment of the liquidation amount and the redemption price, provided that the U.S. dollars equivalent of the relevant refunding of the Deposit shall be deemed to be the principal amount of the promissory note as provided in Section 2.4(a) (and also the relevant Warrant Exercise Price). Upon the deduction of the principal amount from the relevant redemption price or the liquidation amount, the promissory note shall be deemed as fully paid by the Warrant Holder.
Sections 12. 06. Section 12.06, Other Adjustments to the Conversion Rate, of the Indenture is replaced in its entirety with the following:
Sections 12. 08. Clauses (a) and (c) of Section 12.08, No Adjustments, of the Indenture are replaced in their entirety with the following:
Sections 12. 12. Section 12.12, Equitable Adjustments, of the Indenture is replaced in its entirety with the following:
Sections 12. 14 and 12.17 of the Credit Agreement are incorporated by reference herein. Notwithstanding anything to the contrary herein, the rights, powers, privileges and remedies of Assignee hereunder are subject to Sections 5.02(c) and 10.03 of the Credit Agreement.
