services secured by (or for which the holder of
such indebtedness has an existing right, contingent or otherwise, to be secured
by) any mortgage, deed of trust, pledge, lien, security interest, or other
charge or encumbrance upon or in property (including, without limitation
accounts and contract rights) owned by Linn whether or not Linn has assumed or
become liable for the repayment of such indebtedness or obligations.
(D)
WITH RESPECT TO THE TERMINATION EVENTS IN 5(B)(II), (III) OR (IV) OR
5(C)(II), (III) OR (IV), TERMINATION WILL BE EFFECTIVE UPON RECEIPT OF WRITTEN
NOTICE.
WITH RESPECT TO ALL OTHER TERMINATION EVENTS, IF THE DEFAULT IS NOT
CURED WITHIN TEN (10) BUSINESS DAYS AFTER RECEIVING WRITTEN NOTICE, THE
NON-DEFAULTING PARTY MAY TERMINATE THE AGREEMENT UPON DELIVERY OF WRITTEN NOTICE
ON OR AFTER SUCH TEN (10) BUSINESS DAY PERIOD.
IT IS AGREED THAT IF EITHER
PARTY EXERCISES ITS RIGHT TO TERMINATE THIS AGREEMENT FOR ANY OF THE REASONS
HEREIN, THE TERMINATION SHALL NOT PREJUDICE ANY OTHER RIGHT OR REMEDY AVAILABLE
TO THE OTHER PARTY.
(E)
UPON EFFECTIVE DATE OF ANY TERMINATION OF THIS AGREEMENT, STALLION SHALL
CONVEY OR CAUSE CAVALLO TO CONVEY TO LINN OPERATING ANY VEHICLES CONSTITUTING
PART OF THE ASSETS THAT WERE NOT ASSIGNED AT CLOSING, AND TO THE LINN AFFILIATE
DESIGNATED BY LINN ANY SERVICE CONTRACTS CONSTITUTING PART OF THE ASSETS THAT
WERE NOT ASSIGNED AT CLOSING.
6.
CONFIDENTIALITY
(A)
AS A RESULT OF THIS AGREEMENT AND THE PERFORMANCE OF SERVICES AND THE OTHER
AGREEMENTS CONTEMPLATED HEREUNDER, THERE HAS BEEN AND THERE WILL BE DIVULGED AND
DISCLOSED TO EACH PARTY HERETO INFORMATION WITH RESPECT TO THE BUSINESS AFFAIRS,
PROPERTIES, OPERATIONS, FINANCES, MARKETING, METHODOLOGY AND TECHNIQUES,
PROCESSES, CAPABILITIES AND OTHER DATA AND MATTERS OF A PROPRIETARY AND
CONFIDENTIAL NATURE OF THE OTHER PARTY (COLLECTIVELY "CONFIDENTIAL
INFORMATION").
THE CONFIDENTIAL INFORMATION OF ONE PARTY SHALL NOT INCLUDE
INFORMATION:
I)
WHICH IS ALREADY KNOWN TO THE OTHER PARTY PRIOR TO THE DISCLOSURE THEREOF BY
SUCH PARTY TO THE OTHER PARTY;
II)
WHICH IS A MATTER OF PUBLIC RECORD OR GENERALLY AVAILABLE TO THE PUBLIC
OTHER THAN AS A RESULT OF A BREACH OF THIS AGREEMENT;
III)
WHICH IS LEGALLY REQUIRED BY SUBPOENA, ORDER, DECREE, REGULATION, RULE OR
OTHERWISE TO BE DISCLOSED TO A GOVERNMENTAL AGENCY OR COURT OF COMPETENT
JURISDICTION, IF THE PARTY PROPOSING TO DISCLOSE OR DIVULGE THE SAME HAS GIVEN
TO THE
10
OTHER PARTY REASONABLE NOTICE OF THE PENDENCY OF SUCH SUBPOENA, ORDER, DECREE,
REGULATION, RULE OR OTHER REQUIREMENT AND THE OPPORTUNITY TO CONTEST IT; OR
IV)
WHICH IS RIGHTFULLY ACQUIRED INDEPENDENTLY FROM A THIRD PARTY WITHOUT
BREACH OF THIS AGREEMENT.
Confidential Information may be written, oral, recorded or contained on tape or
on other electronic or mechanical media.
(B)
THE PARTY WHO HAS HERETOFORE RECEIVED OR WHO HEREAFTER RECEIVES AS A RESULT
OF THIS AGREEMENT OR THE PERFORMANCE OF SERVICES HEREUNDER CONFIDENTIAL
INFORMATION OF OR WITH RESPECT TO THE OTHER PARTY SHALL HOLD SUCH CONFIDENTIAL
INFORMATION IN STRICT CONFIDENCE AND SHALL NOT DISCLOSE OR DIVULGE THE SAME TO
ANY