PARTIES.
NO COVENANT, TERM OR CONDITION, OR THE BREACH THEREOF, SHALL BE
DEEMED WAIVED, UNLESS IT IS WAIVED IN WRITING AND SIGNED BY THE PARTY AGAINST
WHOM THE WAIVER IS CLAIMED.
THE WAIVER BY EITHER PARTY OF A BREACH OF ANY
COVENANT, TERM OR CONDITION SHALL NOT OPERATE OR BE CONSTRUED TO BE A WAIVER OF
ANY PRECEDING OR SUBSEQUENT BREACH.
9.6
NO BROKERAGE.
EACH PARTY HERETO REPRESENTS
AND WARRANTS TO THE OTHER PARTY THAT IT HAS NOT INCURRED ANY OBLIGATION OR
LIABILITY, CONTINGENT OR OTHERWISE, FOR BROKERAGE OR FINDERS' FEES OR AGENTS'
COMMISSIONS OR OTHER LIKE PAYMENT IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY, AND EACH PARTY AGREES TO
5
INDEMNIFY AND HOLD THE OTHER PARTY HARMLESS AGAINST AND IN RESPECT OF ANY SUCH
OBLIGATION OR LIABILITY BASED IN ANY WAY ON AGREEMENTS, ARRANGEMENTS OR
UNDERSTANDINGS CLAIMED TO HAVE BEEN MADE BY SUCH PARTY WITH ANY THIRD PARTY.
9.7
CONFIDENTIALITY.
EACH PARTY AGREES TO TAKE
NORMAL AND REASONABLE PRECAUTIONS AND TO EXERCISE DUE CARE TO MAINTAIN THE
CONFIDENTIALITY OF ALL INFORMATION PROVIDED BY THE OTHER PARTY PURSUANT TO THIS
AGREEMENT, AND NEITHER PARTY, NOR ANY OF ITS AFFILIATES, SHALL USE ANY SUCH
INFORMATION OTHER THAN IN CONNECTION WITH OR IN THE ENFORCEMENT OF THIS
AGREEMENT, EXCEPT TO THE EXTENT THAT SUCH INFORMATION (I) WAS OR BECOMES
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF DISCLOSURE BY SUCH
PARTY, OR (II) WAS OR BECOMES AVAILABLE ON A NONCONFIDENTIAL BASIS FROM A SOURCE
OTHER THAN THE OTHER PARTY, PROVIDED, HOWEVER, THAT EITHER PARTY MAY DISCLOSE
SUCH INFORMATION (A) AT THE REQUEST OR PURSUANT TO ANY REQUIREMENT OF ANY PUBLIC
AUTHORITY TO WHICH IT OR ANY OF ITS AFFILIATES IS SUBJECT OR IN CONNECTION WITH
AN EXAMINATION BY ANY SUCH PUBLIC AUTHORITY; (B) PURSUANT TO SUBPOENA OR OTHER
COURT PROCESS; (C) WHEN REQUIRED TO DO SO IN ACCORDANCE WITH THE PROVISIONS OF
ANY APPLICABLE LAWS AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND THE RULES OF THE NEW YORK STOCK
EXCHANGE; (D) TO THE EXTENT REASONABLY REQUIRED IN CONNECTION WITH ANY
LITIGATION OR PROCEEDING INVOLVING SUCH PARTY OR ANY OF ITS AFFILIATES; (E) TO
THE EXTENT REASONABLY REQUIRED IN CONNECTION WITH THE EXERCISE OF ANY REMEDY
UNDER THIS AGREEMENT; AND (F) TO SUCH PARTY'S INDEPENDENT AUDITORS, ACCOUNTANTS,
ATTORNEYS AND OTHER PROFESSIONAL ADVISORS.
EITHER PARTY SHALL BE FREE TO
DISCLOSE THE TAX TREATMENT OR TAX STRUCTURE OF ANY TRANSACTION UNDER THIS
AGREEMENT.
9.8
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN SEVERAL COUNTERPARTS, EACH OF WHICH WILL BE DEEMED AN ORIGINAL, BUT
ALL OF WHICH TOGETHER WILL CONSTITUTE ONE AND THE SAME INSTRUMENT.
9.9
FACSIMILE EXECUTION.
TO EVIDENCE THE FACT
THAT IT HAS EXECUTED THIS AGREEMENT, EACH PARTY SHALL SEND A COPY OF ITS
EXECUTED COUNTERPART TO THE OTHER PARTY BY FACSIMILE TRANSMISSION.
IMMEDIATELY
SUBSEQUENT TO SUCH EXCHANGE OF COUNTERPARTS BY FACSIMILE TRANSMISSION, SELLER
SHALL FORWARD TWO (2) EXECUTED ORIGINAL AGREEMENTS TO PURCHASER, WHICH PURCHASER
SHALL EXECUTE AND SHALL RETURN ONE