COMMON STOCK OF BUYER HELD BY SELLER IN
ACCORDANCE WITH THE TERMS OF THE HLC SUBSCRIPTION AGREEMENT (AS DEFINED IN
SECTION 10.2) OR, AT THE ELECTION OF BUYER, PURSUANT TO SECTION 10.1 HEREOF.
14
8.6
EXTENSION FOR BREACH. THE DURATION OF THE FOREGOING COVENANTS WILL
BE EXTENDED BEYOND THE TIME PERIOD SET FORTH HEREIN FOR A PERIOD EQUAL TO THE
DURATION OF ANY BREACH OR DEFAULT OF SUCH COVENANT BY SELLER.
8.7
CONFIDENTIAL INFORMATION. SELLER ACKNOWLEDGES THAT IT HAS, WILL OR
MAY HAVE ACCESS TO AND BECOME INFORMED OF CONFIDENTIAL INFORMATION WHICH IS A
COMPETITIVE ASSET OF BUYER, BRS OR THE BUSINESS. AS USED HEREIN, "CONFIDENTIAL
INFORMATION" MEANS INFORMATION THAT IS PROPRIETARY TO BUYER, BRS, OR THE
RESTRICTED BUSINESS OR PROPRIETARY TO OTHERS AND ENTRUSTED TO BUYER OR BRS
WHETHER OR NOT CONSTITUTING A TRADE SECRET. CONFIDENTIAL INFORMATION INCLUDES,
BUT IS NOT LIMITED TO, INFORMATION RELATING TO BUSINESS PLANS AND TO BUSINESS AS
CONDUCTED OR ANTICIPATED TO BE CONDUCTED BY BUYER AND BRS AND TO THEIR PAST,
CURRENT OR ANTICIPATED BUSINESSES (INCLUDING WITHOUT LIMITATION INFORMATION
RELATING TO THE RESTRICTED BUSINESS). CONFIDENTIAL INFORMATION ALSO INCLUDES,
WITHOUT LIMITATION, CUSTOMER LISTS AND INFORMATION CONCERNING PURCHASING,
ACCOUNTING, MARKETING, SELLING, PRODUCTS AND SERVICES OF BUYER AND BRS, AND
SHALL FURTHER INCLUDE THE SAME AFOREMENTIONED CONFIDENTIAL INFORMATION WITH
RESPECT TO THE ASSETS. SELLER, LESLEY, AND PETRIE AGREE THAT EACH WILL KEEP ALL
CONFIDENTIAL INFORMATION IN STRICT CONFIDENCE AND NEVER DIRECTLY OR INDIRECTLY
MAKE KNOWN, DIVULGE, REVEAL, FURNISH, MAKE AVAILABLE OR USE ANY CONFIDENTIAL
INFORMATION. CONFIDENTIAL INFORMATION SHALL NOT INCLUDE INFORMATION WHICH IS
GENERALLY PUBLICLY KNOWN OR WHICH IS INDEPENDENTLY OBTAINED FROM A SOURCE THAT
IS NOT UNDER AN OBLIGATION OF CONFIDENTIALITY TO THE BUYER.
ARTICLE 9
INDEMNIFICATION
9.1
INDEMNIFICATION OF BUYER. SELLER AND LESLEY SHALL JOINTLY AND
SEVERALLY INDEMNIFY, DEFEND AND HOLD HARMLESS BUYER AND ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES, AFFILIATES, SUCCESSORS,
TRANSFEREES AND ASSIGNS (INDIVIDUALLY A "BUYER INDEMNIFIED PARTY", AND
COLLECTIVELY THE "BUYER INDEMNIFIED PARTIES"), PROMPTLY UPON DEMAND, AT ANY TIME
AND FROM TIME TO TIME, FROM, AGAINST AND IN RESPECT OF ANY AND ALL DEMANDS,
CLAIMS, LOSSES, DAMAGES, JUDGMENTS, LIABILITIES, ASSESSMENTS, SUITS, ACTIONS,
PROCEEDINGS, INTEREST, PENALTIES AND EXPENSES (INCLUDING WITHOUT LIMITATION
SETTLEMENT COSTS AND ANY LEGAL, ACCOUNTING AND OTHER EXPENSES FOR INVESTIGATING
OR DEFENDING ANY ACTIONS OR THREATENED ACTIONS OR FOR ENFORCING SUCH RIGHTS OF
INDEMNITY AND DEFENSE) INCURRED OR SUFFERED BY THE BUYER INDEMNIFIED PARTIES, IN
CONNECTION WITH, ARISING OUT OF OR AS A RESULT OF EACH AND ALL OF THE FOLLOWING:
(A)
ANY BREACH OF ANY COVENANT, OBLIGATION, AGREEMENT, REPRESENTATION
OR WARRANTY MADE IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT OR
INSTRUMENT DELIVERED TO BUYER OR ENTERED INTO AS PART OF THE TRANSACTION
CONTEMPLATED HEREBY;
(B)
ANY MISREPRESENTATION OR OMISSION CONTAINED IN ANY DOCUMENT,
STATEMENT OR CERTIFICATE FURNISHED TO BUYER PURSUANT TO THE TRANSACTION
DOCUMENTS OR OTHERWISE IN CONNECTION WITH TRANSACTION CONTEMPLATED HEREBY; AND
(C)
ANY AND ALL LIABILITIES AND OBLIGATIONS OF SELLER AND ANY AND ALL
LIABILITIES AND OBLIGATIONS ARISING FROM OWNERSHIP OF THE ASSETS, THE OPERATION