dated as of April 8, 2001 between
US Trading Corporation and the Company within 30 days of the Closing Date.
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ARTICLE SIX
TERMINATION OF OBLIGATIONS; SURVIVAL
SECTION 6.1.
Termination.
This Agreement may be terminated: (a) by any Selling
Stockholder that holds a Minimum Interest, in the event of a material breach or
default in the performance by the Purchaser of any representation, warranty,
covenant or agreement set forth in this Agreement, which breach or default has
not been, or cannot be, cured within 15 days of written notice of such breach or
default, describing such breach or default, by any such Selling Stockholder to
the other parties hereto, (b) by the Purchaser so long as it holds a Minimum
Interest, in the event of a material breach or default in the performance by a
Selling Stockholder that holds a Minimum Interest or the Company of any
representation, warranty, covenant or agreement set forth in this Agreement,
which breach or default has not been, or cannot be, cured within 15 days of
written notice of such breach of default, describing such breach or default, is
given by the Purchaser to the other parties hereto, or (c) by mutual consent of
the Stockholders that hold a Minimum Interest.
SECTION 6.2.
Effect of Termination.
In the event of termination of this
Agreement pursuant to Section 6.1, this Agreement shall thereafter have no
effect, and no party shall have any liability to the other parties in respect
hereof, except that (a) the obligations of the parties under Section 6.2,
Article Seven, Article Eight and Section 9.7, shall survive and (b) nothing
herein contained shall relieve any party from liability for any breach of any
representation, warranty or agreement hereunder that occurred prior to such
termination.
ARTICLE SEVEN
CONFIDENTIALITY
SECTION 7.1.
CONFIDENTIAL INFORMATION.
(A)
"CONFIDENTIAL INFORMATION" SHALL
MEAN ALL INFORMATION THAT IS FURNISHED BY ANY PARTY HERETO (THE "DISCLOSING
PARTY") TO ANY OTHER PARTY HERETO (THE "RECEIVING PARTY") PURSUANT TO THIS
AGREEMENT, WHETHER WRITTEN OR ORAL AND IN WHATEVER FORM OR MEDIUM IT IS
PROVIDED, AND SHALL SPECIFICALLY INCLUDE (I) THE TRANSACTION AGREEMENTS, (II)
ALL DATA, RECORDS, ORAL DISCUSSIONS AND INFORMATION EXCHANGED BETWEEN THE
PARTIES HERETO IN CONNECTION WITH THE COMPANY, AND (III) ALL INFORMATION
GENERATED BY EACH PARTY HERETO OR ITS REPRESENTATIVES THAT ANALYZES, SUMMARIZES,
OR REPRODUCES THE FURNISHED INFORMATION.
(B)
THE FOLLOWING INFORMATION SHALL NOT BE DEEMED TO BE CONFIDENTIAL
INFORMATION, AND THE PROVISIONS OF THIS ARTICLE SHALL NOT APPLY TO: (I)
INFORMATION WHICH IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS
A RESULT OF A DISCLOSURE IN VIOLATION OF THIS AGREEMENT, (II) INFORMATION WHICH
WAS ALREADY KNOWN TO SUCH RECEIVING PARTY OR ITS REPRESENTATIVES PRIOR TO BEING
FURNISHED PURSUANT TO THIS AGREEMENT, (III) INFORMATION WHICH BECOMES AVAILABLE
TO SUCH RECEIVING PARTY OR ITS REPRESENTATIVE ON A NON-CONFIDENTIAL BASIS
30
FROM A SOURCE OTHER THAN A DISCLOSING PARTY OR ITS REPRESENTATIVES IF SUCH
RECEIVING PARTY OR ITS REPRESENTATIVES HAD NO REASON TO BELIEVE THAT THE SOURCE
OF