amount and
interest thereon are paid in full, at the Interest Rate.
7.
Confidentiality of Information.
(A)
GENERAL.
DURING THE TERM OF THIS AGREEMENT
AND FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE TERMINATION OF THIS AGREEMENT,
NEITHER PARTY (AS DEFINED BELOW IN THIS SECTION 7(A)) SHALL, DIRECTLY OR
INDIRECTLY, DISCLOSE TO ANY PERSON ANY INFORMATION RECEIVED, OBTAINED OR CREATED
THAT IS NOT IN THE PUBLIC DOMAIN OR GENERALLY KNOWN IN THE INDUSTRY, IN ANY
FORM, WHETHER ACQUIRED PRIOR TO OR AFTER THE CLOSING DATE, RELATING TO THE
BUSINESS AND OPERATIONS OF THE OTHER PARTY.
NOTWITHSTANDING THE FOREGOING,
EITHER PARTY MAY DISCLOSE ANY INFORMATION RELATING TO THE BUSINESS AND
OPERATIONS OF THE OTHER PARTY (I) IF REQUIRED BY LAW OR APPLICABLE STOCK
EXCHANGE RULE AND, (II) TO SUCH OTHER PERSONS IF, AT THE TIME SUCH INFORMATION
IS PROVIDED, SUCH PERSON IS ALREADY IN THE POSSESSION OF SUCH INFORMATION. FOR
PURPOSES OF THIS SECTION 7, EACH OF THE WILLIAMS CONTRACTORS AND THEIR
AFFILIATES, ON THE ONE HAND, AND SUBCONTRACTOR AND ITS AFFILIATES (INCLUDING
BUYER AND THE PARTNERSHIP ENTITIES), ON THE OTHER HAND, SHALL BE A "PARTY."
(B)
OBLIGATIONS UPON TERMINATION.
UPON
TERMINATION OF THIS AGREEMENT, EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT OR
IN THE PURCHASE AGREEMENT, EACH PARTY AGREES TO TURN OVER TO THE OTHER
5
PARTY OR DESTROY SUCH CONFIDENTIAL INFORMATION IN ITS POSSESSION, BUT ONLY IN
ACCORDANCE WITH THE INSTRUCTIONS OF THE OTHER PARTY; PROVIDED, HOWEVER, THAT
EACH PARTY MAY MAINTAIN ONE ARCHIVE COPY OF ALL OF SUCH CONFIDENTIAL INFORMATION
THAT WAS GENERATED DURING THE TERM OF THIS AGREEMENT IN A SECURE DATA STORAGE
FACILITY.
8.
RELATIONSHIPS AMONG THE PARTIES.
IT IS
THE INTENT OF THE PARTIES THAT WITH RESPECT TO THE PROVISION OF SERVICES
PURSUANT TO THIS AGREEMENT, SUBCONTRACTOR AND ANY PARTNERSHIP ENTITY DESIGNATED
BY SUBCONTRACTOR ARE INDEPENDENT CONTRACTORS, WITH AUTHORITY TO CONTROL, DIRECT
AND OVERSEE THEIR PERFORMANCE OF THE SERVICES, SUBJECT TO THE OVERALL DIRECTION
AND CONTROL OF THE REPRESENTATIVES OF THE WILLIAMS CONTRACTORS OR WILLIAMS.
NOTHING IN THIS AGREEMENT SHALL CAUSE THE RELATIONSHIP BETWEEN SUBCONTRACTOR AND
THE PARTNERSHIP ENTITIES, ON THE ONE HAND, AND THE WILLIAMS CONTRACTORS, ON THE
OTHER HAND, TO BE DEEMED TO CONSTITUTE AN AGENCY, PARTNERSHIP OR JOINT VENTURE.
THE TERMS OF THIS AGREEMENT ARE NOT INTENDED TO CONSTITUTE A JOINT EMPLOYER FOR
ANY PURPOSE BETWEEN ANY OF THE PARTIES AND THEIR AFFILIATES.
SUBCONTRACTOR
SHALL NOT HAVE, OR HOLD ITSELF OUT AS HAVING, ANY AUTHORITY TO ENTER INTO ANY
CONTRACT OR CREATE ANY OBLIGATION OR LIABILITY ON BEHALF OF, IN THE NAME OF, OR
BINDING UPON THE WILLIAMS CONTRACTORS, EXCEPT AS SPECIFICALLY PROVIDED IN THIS
AGREEMENT.
9.
Representations and Warranties.
(A)
REPRESENTATIONS AND WARRANTIES OF
SUBCONTRACTOR.
AS OF THE DATE OF THIS AGREEMENT, SUBCONTRACTOR REPRESENTS AND
WARRANTS AS FOLLOWS:
(I)
ORGANIZATION.
SUBCONTRACTOR IS A
LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF DELAWARE
AND HAS ALL REQUISITE POWER AND
AUTHORITY TO OWN ITS PROPERTIES AND ASSETS AND TO CONDUCT ITS