SUCH INFORMATION WAS SUBJECT TO ANY PROHIBITION AGAINST TRANSMITTING THE
INFORMATION TO SUCH RECEIVING PARTY OR ITS REPRESENTATIVE, AND (IV) INFORMATION
INDEPENDENTLY DEVELOPED BY SUCH RECEIVING PARTY OR ITS REPRESENTATIVE.
SECTION 7.2.
CONFIDENTIALITY OBLIGATIONS.
(A)
EACH RECEIVING PARTY SHALL NOT
DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY OTHER PERSON WITHOUT THE CONSENT OF
ALL OF THE STOCKHOLDERS HOLDING A MINIMUM INTEREST OTHER THAN TO: (I) SUCH
RECEIVING PARTY'S REPRESENTATIVES, THE OTHER PARTIES HERETO OR THEIR
REPRESENTATIVES, (II) AFTER THE RESTRICTED TRANSFER PERIOD, A PROSPECTIVE
TRANSFEREE OF ALL OR PART OF THE SHARES OF THE COMPANY COMMON STOCK HELD BY A
STOCKHOLDER, OR (III) A PERSON TO WHICH THE RECEIVING PARTY IS REQUIRED TO
DISCLOSE BY APPLICABLE LEGAL REQUIREMENTS.
(B)
IN CASE OF A DISCLOSURE OF CONFIDENTIAL INFORMATION TO A PERSON PERMITTED
BY SECTION 7.2(A)(II), THE RECEIVING PARTY DISCLOSING SUCH INFORMATION SHALL
ENSURE THAT SUCH THIRD PARTY HAS SIGNED AN AGREEMENT IN WRITING TO PROTECT THE
CONFIDENTIAL INFORMATION FROM FURTHER DISCLOSURE TO THE SAME EXTENT AS THE
PARTIES HERETO ARE OBLIGATED UNDER THIS ARTICLE.
SECTION 7.3.
NOTICE PRECEDING COMPELLED DISCLOSURE.
IF A PARTY HERETO OR ITS
REPRESENTATIVE REASONABLY BELIEVES IT IS REQUIRED BY APPLICABLE LEGAL
REQUIREMENTS TO DISCLOSE ANY CONFIDENTIAL INFORMATION, SUCH PARTY SHALL PROMPTLY
NOTIFY THE OTHER PARTIES HERETO OF SUCH REQUIREMENT AS SOON AS IT BECOMES AWARE
OF IT.
SECTION 7.4.
CONSULTATION AS TO ANNOUNCEMENTS.
NO PUBLIC ANNOUNCEMENT OR PRESS
RELEASE CONCERNING THE COMPANY OR THE TRANSACTION AGREEMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY SHALL BE MADE BY ANY PARTY HERETO WITHOUT PRIOR
CONSULTATION WITH ALL STOCKHOLDERS HOLDING A MINIMUM INTEREST; PROVIDED THAT,
THIS SECTION 7.4 SHALL NOT PROHIBIT ANY PUBLIC ANNOUNCEMENT OR PRESS RELEASE
REQUIRED TO BE MADE PURSUANT TO APPLICABLE LEGAL REQUIREMENTS.
ARTICLE EIGHT
INDEMNIFICATION
SECTION 8.1.
Indemnity.
(a) (i) The Purchaser shall indemnify and hold
harmless the Company and each of the Selling Stockholders and their
Representatives (each, a "Stockholder Indemnitee", and collectively, the
"Stockholder Indemnitees") and (ii) (A) with respect to the representations and
warranties set forth in Section 3.1 above, and given on the date hereof, the
Company, and with respect to the representations and warranties set forth in
Section 3.1 above (as modified pursuant to Section 2.4(c)(B) above), and given
on the Option Closing Date, if any, the Selling Stockholders, jointly and
severally, and (B) with respect to the representations and warranties set forth
in Section 3.2 above and any covenant or agreement made by the Selling
Stockholders in this Agreement, each of the Selling
31
Stockholders, severally, shall indemnify and hold harmless the Purchaser and its
Representatives (each, a "Purchaser Indemnitee", and collectively, the
"Purchaser Indemnitees", and together with the Stockholder Indemnitees, the
"Indemnitees"), in each case of (i) and (ii), against any losses, claims,
damages, liabilities or reasonable expenses (including reasonable attorneys
fees) (collectively, the "Losses"), joint or several, to which such Indemnitee
may become subject resulting from or arising out of any inaccuracy or
misrepresentation in, or breach of, any representation, warranty, covenant or
agreement made by such party pursuant to