THIS
TRANSACTION. SELLERS HEREBY AGREE TO PAY SELLERS' REPRESENTATIVES ANY BROKERAGE
COMMISSIONS, FEES OR OTHER COMPENSATION WHICH MAY BE DUE OR PAYABLE. SELLERS
SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS BUYER FROM AND AGAINST ANY AND ALL
LOSSES, COSTS, LIENS, CLAIMS, LIABILITIES OR DAMAGES (INCLUDING, BUT NOT LIMITED
TO, REASONABLE ATTORNEYS' FEES AND DISBURSEMENTS) RESULTING FROM A BREACH OF THE
FOREGOING REPRESENTATION OR ANY CLAIM THAT MAY BE MADE BY ANY INVESTMENT BANKER,
BROKER OR OTHER PERSON CLAIMING A COMMISSION, FEE OR OTHER COMPENSATION BY
REASON OF HAVING DEALT WITH SELLERS IN CONNECTION WITH THIS TRANSACTION
INCLUDING, WITHOUT LIMITATION, ANY
53
LOSS, LIABILITY, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS'
FEES AND DISBURSEMENTS) INCURRED IN ENFORCING THIS INDEMNITY. THIS ARTICLE XVIII
SHALL SURVIVE THE CLOSING OR TERMINATION OF THIS AGREEMENT UNTIL THE SURVIVAL
DATE SET FORTH IN SECTION 24.9(A) HEREOF.
ARTICLE XIX.
ASSIGNMENT.
SECTION 19.1.
ASSIGNMENT. BUYER SHALL NOT DIRECTLY OR INDIRECTLY ASSIGN OR
TRANSFER THIS AGREEMENT OR ANY OF ITS RIGHTS HEREUNDER WITHOUT SELLERS' PRIOR
WRITTEN CONSENT IN EACH INSTANCE, WHICH CONSENT MAY BE GRANTED OR WITHHELD IN
SELLERS' SOLE AND ABSOLUTE DISCRETION; PROVIDED, HOWEVER, SELLER HEREBY CONSENTS
TO BUYER ASSIGNING THIS AGREEMENT TO ONE OR MORE ENTITIES AT CLOSING (A) THAT
ARE EITHER CONTROLLING OR CONTROLLED BY BUYER OR (B) IN WHICH BUYER, OR ANY
AFFILIATE OF BUYER, IS AN INVESTOR, MEMBER OR PARTNER. NO CONSENT GIVEN BY
SELLERS TO ANY ASSIGNMENT SHALL BE CONSTRUED AS A CONSENT TO ANY OTHER
ASSIGNMENT, AND ANY UNPERMITTED ASSIGNMENT MADE BY BUYER SHALL BE VOID. IN THE
EVENT THE RIGHTS AND OBLIGATIONS OF BUYER SHALL BE ASSIGNED AS AFORESAID, THE
ASSIGNEE WILL BE SUBSTITUTED IN PLACE OF BUYER IN THE DOCUMENTS EXECUTED OR
DELIVERED PURSUANT TO THIS AGREEMENT AND SHALL ASSUME IN WRITING ALL OF BUYER'S
DUTIES AND OBLIGATIONS HEREUNDER; PROVIDED, HOWEVER, THAT SUCH ASSIGNMENT AND
ASSUMPTION SHALL NOT RELIEVE BUYER OF ITS OBLIGATIONS HEREUNDER, AND THAT BUYER
AND SUCH ASSIGNEE SHALL REMAIN JOINTLY AND SEVERALLY LIABLE FOR ALL OBLIGATIONS
OF THE BUYER HEREUNDER.
ARTICLE XX.
FURTHER ASSURANCES.
SECTION 20.1.
FURTHER ASSURANCES. THE PARTIES AGREE TO DO SUCH OTHER AND
FURTHER ACTS AND THINGS, AND TO EXECUTE AND DELIVER SUCH INSTRUMENTS AND
DOCUMENTS, AS EITHER MAY REASONABLY REQUEST FROM TIME TO TIME, ON OR AFTER THE
CLOSING DATE, AT THE COST OF THE REQUESTING PARTY IN FURTHERANCE OF THE PURPOSES
OF THIS AGREEMENT AND CONSISTENT WITH THE TERMS HEREOF. THE PROVISIONS OF THIS
ARTICLE XX SHALL SURVIVE THE CLOSING UNTIL THE SURVIVAL DATE SET FORTH IN
SECTION 24.9(A) HEREOF.
ARTICLE XXI.
CONFIDENTIALITY.
SECTION 21.1.
CONFIDENTIALITY. BUYER ACKNOWLEDGES AND AGREES THAT TERMS OF THIS
ARTICLE XXI SHALL SUPERSEDE IN ITS ENTIRETY THE CONFIDENTIALITY AGREEMENT
EXECUTED BY BUYER IN FAVOR OF SELLERS PRIOR TO THE EFFECTIVE DATE (THE
"CONFIDENTIALITY AGREEMENT"). WITHOUT IN ANY WAY LIMITING THE FOREGOING, BUYER
AGREES THAT EACH OF THE FOLLOWING SHALL BE KEPT STRICTLY CONFIDENTIAL IN
ACCORDANCE WITH THE TERMS HEREOF:
(I) THE EXISTENCE OF AND SUBJECT MATTER OF
THIS AGREEMENT AND ALL OF THE TERMS HEREOF (INCLUDING THE