ANY PARTY'S OBLIGATIONS,
INCLUDING AN INJUNCTION TO PREVENT BREACHES, AND TO THE GRANTING BY ANY SUCH
COURT OF THE REMEDY OF SPECIFIC PERFORMANCE OF THE TERMS AND CONDITIONS HEREOF
TO THE FULLEST EXTENT ALLOWED BY LAW.
11.12
SCHEDULES. NOTHING IN THE SCHEDULES IS INTENDED TO BROADEN THE SCOPE
OF ANY REPRESENTATION OR WARRANTY CONTAINED IN THE AGREEMENT OR TO CREATE ANY
COVENANT UNLESS CLEARLY SPECIFIED TO THE CONTRARY HEREIN. THE DISCLOSURES IN
SCHEDULES MUST RELATE ONLY TO THE REPRESENTATIONS AND WARRANTIES IN THE
SECTION OF THE AGREEMENT TO WHICH THEY EXPRESSLY RELATE AND NOT TO ANY OTHER
REPRESENTATION OR WARRANTY IN THIS AGREEMENT, UNLESS SOME OTHER REPRESENTATION
AND WARRANTY IS SPECIFICALLY AND CLEARLY REFERRED TO IN SUCH SCHEDULE. INCLUSION
OF ANY ITEM IN THE SCHEDULES (A) DOES NOT REPRESENT A DETERMINATION THAT SUCH
ITEM IS MATERIAL NOR SHALL IT BE DEEMED TO ESTABLISH A STANDARD OF MATERIALITY;
(B) DOES NOT REPRESENT A DETERMINATION THAT SUCH ITEM DID NOT ARISE IN THE
ORDINARY COURSE OF BUSINESS; (C) DOES NOT REPRESENT A DETERMINATION THAT THE
TRANSACTIONS CONTEMPLATED BY THE AGREEMENT REQUIRE THE CONSENT OF THIRD PARTIES
UNLESS SO INDICATED AND (D) SHALL NOT CONSTITUTE, OR BE DEEMED TO BE, AN
ADMISSION TO ANY THIRD PARTY CONCERNING SUCH ITEM. THE SCHEDULES INCLUDE
DESCRIPTIONS OF INSTRUMENTS OR BRIEF SUMMARIES OF CERTAIN ASPECTS OF THE
COMPANY, THE SUBSIDIARIES AND THEIR BUSINESS AND OPERATIONS.
76
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE STATEMENTS IN THE BODY OF THIS
AGREEMENT AND THOSE IN THE APPLICABLE SCHEDULE (OTHER THAN AN EXCEPTION
EXPRESSLY SET FORTH AS SUCH IN THE APPLICABLE SCHEDULE WITH RESPECT TO A
SPECIFICALLY IDENTIFIED REPRESENTATION OR WARRANTY), THE STATEMENTS IN THE BODY
OF THIS AGREEMENT SHALL CONTROL.
11.13
TIME OF ESSENCE. WITH REGARD TO ALL DATES AND TIME PERIODS SET FORTH
OR REFERRED TO IN THIS AGREEMENT, TIME IS OF THE ESSENCE.
11.14
CONFIDENTIALITY. FOR A PERIOD OF TWO YEARS FROM AND AFTER THE
CLOSING:
(A)
IN RESPECT OF ALL CONFIDENTIAL INFORMATION THAT RELATES TO THE
COMPANY AND THE SUBSIDIARIES, THE PFC SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO, AND SHALL CAUSE EACH RELATED AFFILIATE TO USE ITS COMMERCIALLY
REASONABLE EFFORTS TO, TREAT ALL SUCH CONFIDENTIAL INFORMATION AS CONFIDENTIAL,
PRESERVE THE CONFIDENTIALITY THEREOF AND NOT DISCLOSE ANY CONFIDENTIAL
INFORMATION, EXCEPT TO ITS AFFILIATES WHO NEED TO KNOW SUCH CONFIDENTIAL
INFORMATION. IF SUCH CONFIDENTIAL INFORMATION IS DISCLOSED IN VIOLATION OF THIS
SECTION 11.14, THE PFC SHALL IMMEDIATELY NOTIFY BUYER IN WRITING AND, AS
APPLICABLE, TAKE ALL REASONABLE STEPS REQUIRED TO PREVENT FURTHER DISCLOSURE;
(B)
IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO BUYER AT LAW OR IN
EQUITY, THE PARTIES AGREE THAT BUYER SHALL BE ENTITLED TO EQUITABLE RELIEF,
INCLUDING INJUNCTIVE RELIEF AND SPECIFIC PERFORMANCE, IN THE EVENT OF ANY BREACH
OF THIS SECTION 11.14; AND
(C)
IF PFC OR ANY RELATED AFFILIATE IS REQUESTED OR REQUIRED (BY ORAL
QUESTIONS, INTERROGATORIES, REQUESTS FOR INFORMATION OR DOCUMENTS IN LEGAL
PROCEEDINGS, SUBPOENA, CIVIL INVESTIGATIVE DEMAND OR OTHER SIMILAR PROCESS) OR
IS REQUIRED BY OPERATION OF LAW TO