AND THE SUBSIDIARIES INCURRED IN
CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY PRIOR TO
THE CLOSING DATE, INCLUDING IN EACH INSTANCE, WITHOUT LIMITATION, ALL COSTS OF
BROKERS, ADVISORS, CONSULTANTS, LEGAL COUNSEL, ACCOUNTANTS, APPRAISERS,
EMPLOYEES AND ANY OTHER INDIVIDUALS, RELATED, DIRECTLY OR INDIRECTLY, TO THE
TRANSACTIONS CONTEMPLATED HEREBY.
(B)
ARCH PARENT AND SELLER, ON THE ONE HAND, AND
PURCHASER, ON THE OTHER HAND, SHALL INDEMNIFY THE OTHER AND HOLD IT OR THEM, AS
THE CASE MAY BE, HARMLESS FROM AND AGAINST ANY CLAIMS FOR ADVISOR'S FEES,
FINDERS' FEES OR BROKERAGE COMMISSIONS, IN RELATION TO OR IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AS A RESULT OF ANY AGREEMENT OR
UNDERSTANDING BETWEEN ARCH PARENT, AIIHC OR SELLER, ON THE ONE HAND, OR
PURCHASER, ON THE OTHER HAND, AND ANY THIRD PARTY.
42
SECTION 10.04
PUBLICITY.
ARCH PARENT AND SELLER, ON THE ONE HAND,
AND PURCHASER, ON THE OTHER HAND, AGREE THAT, PRIOR TO THE CLOSING, NEITHER THEY
NOR ANY OF THEIR AFFILIATES OR AGENTS OR REPRESENTATIVES SHALL ISSUE ANY PRESS
RELEASE OR MAKE ANY OTHER PUBLIC ANNOUNCEMENT OR DISCLOSURE CONCERNING THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY WITHOUT THE PRIOR CONSENT OF
THE OTHER PARTY, PROVIDED THAT ARCH PARENT, SELLER, PURCHASER AND/OR THEIR
RESPECTIVE AFFILIATES MAY MAKE OR DIRECT THEIR AGENTS OR REPRESENTATIVES TO MAKE
SUCH PUBLIC ANNOUNCEMENTS OR DISCLOSURES THAT THEY BELIEVE IN GOOD FAITH BASED
UPON THE ADVICE OF COUNSEL TO BE REQUIRED BY APPLICABLE LAWS, RULES AND
REGULATIONS, IN WHICH CASE ARCH PARENT, SELLER, PURCHASER OR THE AFFILIATE
MAKING OR DIRECTING THAT THE REQUIRED ANNOUNCEMENT OR DISCLOSURE BE MADE SHALL
INFORM THE OTHER PARTY AS TO THE TIMING AND CONTENTS OF SUCH ANNOUNCEMENT OR
DISCLOSURE PRIOR TO MAKING SUCH ANNOUNCEMENT OR DISCLOSURE AND SHALL PROVIDE
SUCH PARTY WITH A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT UPON ANY SUCH
REQUIRED ANNOUNCEMENT OR DISCLOSURE.
SECTION 10.05
CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.
(A)
FOR THE PURPOSE OF ANY ACTION THAT MAY BE
BROUGHT IN CONNECTION WITH THIS AGREEMENT, PURCHASER, ARCH PARENT AND SELLER
HEREBY CONSENT TO THE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK OR OF THE SUPREME COURT OF THE STATE OF
NEW YORK, COUNTY OF NEW YORK.
PURCHASER, ARCH PARENT AND SELLER HEREBY WAIVE
THE RIGHT TO CONTEST THE JURISDICTION AND VENUE OF ANY OF SAID COURTS ON THE
GROUND OF INCONVENIENCE OR OTHERWISE.
THE PROVISIONS OF THIS SECTION SHALL NOT
LIMIT OR OTHERWISE AFFECT THE RIGHT OF EITHER PARTY TO INSTITUTE AND CONDUCT AN
ACTION IN ANY OTHER APPROPRIATE MANNER, JURISDICTION OR COURT.
(B)
NEITHER PURCHASER, ARCH PARENT NOR SELLER,
NOR ANY ASSIGNEE OR SUCCESSOR OF ANY OF THEM SHALL SEEK A JURY TRIAL IN ANY
PROCEEDING BASED UPON OR ARISING OUT OF THIS AGREEMENT, OR ANY OTHER DOCUMENT OR
AGREEMENT EXECUTED PURSUANT HERETO OR IN CONNECTION HEREWITH.
NO SUCH PERSON
WILL SEEK TO CONSOLIDATE ANY SUCH ACTION INTO ONE IN WHICH A JURY TRIAL CANNOT
BE OR HAS NOT BEEN WAIVED.
EACH