Sellers and Buyer Sample Clauses

Sellers and Buyer s Proprietary Information (a) Except as provided in Sections 6.2(b) and (d), after the Closing and for a period of five years following the Closing Date, each of Seller and Buyer agree that it will keep confidential all Proprietary Information of the other party or its Affiliates that is received, or made available, in the course of the transactions contemplated hereby, including, for purposes of this Section 6.2, information about the Business' business plans and strategies, marketing ideas and concepts, (including with respect to unannounced products and services), present and future product plans, pricing, volume estimates, financial data, product enhancement information, business plans, marketing plans, sales strategies, customer information (including customers' applications and environments), market testing information, development plans, specifications, customer requirements, configurations, designs, plans, drawings, apparatus, sketches, software, hardware, data, prototypes, connecting requirements or other technical and business information, except, in the case of Buyer's obligation, for such Proprietary Information as is conveyed to Buyer as part of the Purchased Assets. (b) Notwithstanding the foregoing, such Proprietary Information shall not be deemed confidential and neither Seller nor Buyer shall have any obligation with respect to any such Proprietary Information that: (i) at the time of disclosure was already known to Seller or Buyer, as the case may be, other than as a result of this transaction, free of restriction as evidenced by documentation in Seller's or Buyer's possession, as the case may be; (ii) is or becomes publicly known through publication, inspection of a product or otherwise, and through no negligence or other wrongful act of Seller or Buyer, as the case may be; (iii) is received by Seller or Buyer, as the case may be, from a Third Party without similar restriction and without breach of any agreement; (iv) to the extent it is independently developed by Seller or Buyer, as the case may be; or (v) is, subject to Section 6.2(c), required to be disclosed under applicable Law or judicial process.

Sellers and Buyer acknowledge that Buyer may cause one or more entities controlling, controlled by or under common control with Buyer to: (a) acquire and own the fee ownership interests of each Property from and after the Closing; (b) enter into the New Management Agreements with the Manager for the operation of each Property from and after the Closing; and (c) otherwise consummate the transactions contemplated hereunder, in accordance with laws applicable to Buyer and its affiliates. Therefore, notwithstanding any terms to the contrary herein, Sellers agree that Buyer may, without the prior consent of any Seller, assign its rights hereunder, including its right to purchase the Properties or any portion thereof, or delegate the performance of any of its obligations hereunder, to one or more entities controlling, controlled by or under common control with Buyer; provided, however, that (i) no such assignment or delegation shall release the original entity named as Buyer herein from any of Buyer’s obligations pursuant to this Agreement, and (ii) Buyer shall provide Sellers with notice of any such assignment not less than fifteen (15) days prior to the Closing Date.

Sellers and Buyer expressly agree and acknowledge that each Party has sought the advice of its own counsel at its own expense for the legality and tax effects of this transaction and is not relying on any representations or of the other party or their agents. Each Party agrees to hold the other harmless for any representations or comments with regards to the legality and tax effects of this transaction.

Sellers and Buyer agree, and Buyer agrees to cause the ----------- Company and the Subsidiary after the Closing to agree, to provide, or cause to be provided, at the cost of the requesting party, any assistance that the other may reasonably request with respect to all matters relating to the income or other Tax liabilities of the Company or Sellers for any taxable year or period ending on or prior to the Closing Date. The requested party shall bear the cost of: (i) providing forms, information, schedules and other assistance which would customarily be prepared or provided in connection with the preparation of the requested party's income tax returns, consistent with past practices; and (ii) providing information and data which would customarily be provided in connection with the audit of the requested party's income tax returns.

Sellers and Buyer acknowledge that after the Closing Sellers' Group, the RJRI Group or their respective Affiliates may be parties to contracts that relate to both the Business and the business of Sellers' Group. In such event, Sellers and Buyer will use commercially reasonable efforts to give the other group the benefits (and any related obligations) of such contracts to the extent necessary to conduct the business of such other group.

Sellers and Buyer acknowledge ------------------- that the Hotel located in Key Largo, Florida, is subject to a right of first refusal in favor of the lessee under a restaurant lease applicable to such Hotel. If such right of first refusal has not been waived in writing by such lessee on a basis reasonably acceptable to Buyer on or prior to the expiration of the Review Period, Sellers and Buyer shall promptly enter into (i) a separate agreement, substantially similar to the Mystic Agreement, pursuant to which Buyer will agree to purchase such Key Largo Hotel for the price allocated to such Hotel in accordance with Section 3.03 and (ii) an amendment of this Contract to reflect the separate agreement described in the preceding clause (i), including the addition of a provision substantially similar to Section 7.03(c) and the last sentence of Section 6.14 with respect to the Key Largo Hotel.

Sellers and Buyer shall attempt to agree on a final determination of the Proration Amounts within 90 days following the Closing Date. Immediately upon such agreement, Sellers shall pay Buyer, or Buyer shall pay Sellers, as the case may be, any amount owing by reason of the difference between (A) the payment made at Closing based on the estimated Proration Amounts and (B) the Proration Amounts as finally determined. If Sellers and Buyer shall not have reached an agreement within 90 days following the Closing Date, any dispute shall be referred to a "Big Six" accounting firm that is not currently performing services for either Buyer or Sellers (the "Accountant"). The determination of the Accountant shall be conclusive and binding upon Sellers and Buyer, and a payment shall be made by Buyer to Sellers or by Sellers to Buyer, as the case may be, promptly upon such determination by the Accountant to adjust the Proration Amounts. The fees and expenses of the Accountant shall be allocated by the Accountant to one or both of the parties based on the principle that the party who does not substantially prevail should bear the costs of the Accountant.

Sellers and Buyer hereby acknowledge and agree that from and after the Closing each of the present and former directors and officers of the Company and the Subsidiary shall be an express third-party beneficiary of this Section 6.3. The rights of such directors and officers under this Section 6.3 shall be in addition to any rights such directors and officers may have under the Governing Documents of the Company and the Subsidiary or under any applicable Legal Requirement.

Sellers and Buyer acknowledge that the Assets include all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which Sellers may be entitled in connection with any of the Assets or Assumed Liabilities. Sellers are not waiving, and will not be deemed to have waived or diminished, any of its attorney work-product

Sellers and Buyer acknowledge and agree that the provisions of this Section 9.3 are an integral part of the transactions contemplated by this Agreement and that but for this provision the parties would not enter into this Agreement.