Seller and Xxxxx. (both as to information disclosed, a “Disclosing Party”) may each provide the other (both as to information received, a “Receiving Party”)
Seller and Xxxxx acknowledge and agree that a whole or partial assignment of this Agreement to a QI or a QEAT shall not release either Seller or Buyer from, or expand, any of their respective liabilities and obligations to each other under this Agreement. The party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale or purchase, as applicable, of the Assets if such costs are the result of the other party’s Like-Kind Exchange, and the party electing to consummate the sale as a Like-Kind Exchange agrees to hold harmless and indemnify the other party from and against all claims, losses and liabilities, if any, resulting from the Like-Kind Exchange.
Seller and Xxxxx recognise the importance of securing and maintaining safety in all matters contemplated in this Agreement including the operation of facilities and the transportation of LNG and it is their intention to secure and maintain International Standards of safety in accordance with the generally accepted standards prevailing in the liquefied Natural Gas industry from time to time.
Seller and Xxxxx and Dutt acknowledge and agree, jointly and severally, that they have had access to confidential and proprietary information and trade secrets of the Company ("Company Confidential Information") that is a valuable asset of the Company. Further, Seller and Xxxxx and Dutta acknowledge and agree, jointly and severally, that they have had access to certain confidential and proprietary information and trade secrets of Purchaser ("Purchaser Confidential Information") during the negotiation of this Agreement. Seller and Xxxxx and Dutta agree, jointly and severally, that they will not disclose any Purchaser Confidential Information or Company Confidential Information to any third party or use any such information for their own benefit without the prior written permission of Purchaser.
Seller and Xxxxx stipulate and agree that the rights of Buyer under this Agreement are of a specialized and unique character and that immediate and irreparable damage will result to Buyer and the Acquired Systems if Seller or Xxxxx fail to or refuse to perform their obligations under this Agreement and, notwithstanding any election by Buyer to claim damages from Seller or Xxxxx as a result of any such failure or refusal, Buyer may, in addition to any of the remedies and damages available, seek an injunction in a court of competent jurisdiction to restrain any such failure or refusal. In the event the Buyer obtains any such injunction, order, decree or other relief, in law or in equity, Seller and Xxxxx shall be responsible for reimbursing Buyer for all costs associated with obtaining the relief, including reasonable attorneys' fees for outside and/or in-house counsel (as Buyer may elect in its sole discretion) and expenses and costs of suit.
Seller and Xxxxx understand and agree that each party will be responsible for the payment of their own attorneys fees and that the Seller shall be responsible for the drawing of all deeds and any affidavits of trustees.
Seller and Xxxxx. (as to information disclosed, the “Disclosing Party”) may each provide the other party (as to information received, the “Receiving Party”) with Confidential Information in connection with this Contract. “Confidential Information” means (a) information that is designated in writing as “confidential” or “proprietary” by Disclosing Party at the time of written disclosure and
