PERSONAL INFORMATION PROVIDED TO IT, AND SHALL INSTRUCT THOSE
EMPLOYEES RESPONSIBLE FOR PROCESSING SUCH DISCLOSED PERSONAL INFORMATION TO
PROTECT THE CONFIDENTIALITY OF THAT INFORMATION IN A MANNER CONSISTENT WITH
PURCHASER'S OBLIGATIONS HEREUNDER.
PURCHASER SHALL ENSURE THAT ACCESS TO THE
DISCLOSED PERSONAL INFORMATION SHALL BE RESTRICTED TO THOSE EMPLOYEES OR SERVICE
PROVIDERS OF PURCHASER WHO HAVE A BONA FIDE NEED TO ACCESS TO THAT INFORMATION
IN ORDER TO FULFIL THEIR OBLIGATIONS IN THE COURSE OF THEIR EMPLOYMENT OR IN
PROVIDING SERVICES TO PURCHASER.
54
(E)
THE PARTIES SHALL FULLY CO-OPERATE WITH ONE ANOTHER, WITH THE
EMPLOYEES TO WHOM THE PERSONAL INFORMATION RELATES, AND ANY GOVERNMENT AUTHORITY
CHARGED WITH ENFORCEMENT OF PRIVACY LAWS, IN RESPONDING TO INQUIRIES,
COMPLAINTS, REQUESTS FOR ACCESS, AND CLAIMS IN RESPECT OF DISCLOSED PERSONAL
INFORMATION.
(F)
PURCHASER UNDERTAKES, AFTER CLOSING, TO UTILIZE THE DISCLOSED
PERSONAL INFORMATION ONLY FOR THOSE PURPOSES FOR WHICH THE DISCLOSED PERSONAL
INFORMATION WAS INITIALLY COLLECTED FROM OR IN RESPECT OF THE APPLICABLE
EMPLOYEES.
(G)
IF CLOSING DOES NOT OCCUR, ON THE REQUEST OF VENDOR, PURCHASER
SHALL FORTHWITH CEASE ALL USE OF THE DISCLOSED PERSONAL INFORMATION ACQUIRED BY
PURCHASER IN CONNECTION WITH THIS AGREEMENT AND WILL RETURN TO VENDOR OR, AT
VENDOR'S REQUEST, DESTROY IN A SECURE MANNER, THE DISCLOSED PERSONAL INFORMATION
(AND ANY COPIES THEREOF) AND PROVIDE VENDOR WITH A CERTIFICATE OF A SENIOR
OFFICER OF PURCHASER CONFIRMING SUCH DESTRUCTION.
9.18
BANK ACCOUNTS
Vendor will provide Purchaser at least five Business Days before the Closing
Date a complete and correct list of all bank accounts and safety deposit boxes
maintained by the Corporation and the Subsidiaries.
ARTICLE 10
INDEMNIFICATION
10.1
MUTUAL INDEMNIFICATIONS FOR BREACHES OF COVENANTS AND WARRANTIES
(A)
FROM AND AFTER THE CLOSING, VENDOR COVENANTS AND AGREES WITH
PURCHASER, AND PURCHASER COVENANTS AND AGREES WITH VENDOR (THE PARTY COVENANTING
AND AGREEING TO INDEMNIFY THE OTHER PARTY BEING CALLED IN THIS AGREEMENT THE
"INDEMNIFYING PARTY" AND THE PARTY BEING INDEMNIFIED BEING CALLED IN THIS
AGREEMENT THE "INDEMNIFIED PARTY") TO INDEMNIFY AND HOLD HARMLESS, THE
INDEMNIFIED PARTY, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE SUCCESSORS AND
PERMITTED ASSIGNS AND THE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS,
MEMBERS AND PARTNERS OF ANY OF THEM (COLLECTIVELY, THE "VENDOR INDEMNIFIED
PERSONS" OR THE "PURCHASER INDEMNIFIED PERSONS", AS APPLICABLE) FROM AND AGAINST
ALL CLAIMS AND LOSSES WHICH MAY BE MADE OR BROUGHT AGAINST ANY OF THE
INDEMNIFIED PERSONS, OR WHICH THEY MAY SUFFER OR INCUR, DIRECTLY OR INDIRECTLY,
AS A RESULT OF, ARISING OUT OF, OR IN CONNECTION WITH ANY BREACH OF ANY COVENANT
ON THE PART OF THE INDEMNIFYING PARTY UNDER THIS AGREEMENT OR ANY INACCURACY OR
INCORRECTNESS OF ANY REPRESENTATION OR WARRANTY OF THE INDEMNIFYING PARTY
CONTAINED IN THIS AGREEMENT, OR OTHER DOCUMENT OR CERTIFICATE FURNISHED BY THE
INDEMNIFYING PARTY PURSUANT TO THIS AGREEMENT INCLUDING WITH RESPECT TO ANY TAX
MATTERS.
(B)
IN ADDITION TO AND WITHOUT LIMITING ITS OBLIGATIONS TO INDEMNIFY
VENDOR AND THE OTHER VENDOR INDEMNIFIED PERSONS FROM AND AFTER THE CLOSING,
PURCHASER COVENANTS AND AGREES WITH VENDOR TO INDEMNIFY, DEFEND, SAVE AND HOLD
HARMLESS