TO THE COMPANY'S ACTIVITIES, STATUS, CONDITION,
OPERATIONS, LIABILITIES, DEBTS OR OBLIGATIONS.
THIS PROVISION WILL SURVIVE
TERMINATION OF THIS AGREEMENT.
D.
ADVISOR'S LIABILITIES IN ANY EVENT SHALL
BE LIMITED TO CONSIDERATION RECEIVED UNDER THIS AGREEMENT.
E.
ADVISOR SHALL NOT INDEMNIFY OR HOLD
HARMLESS COMPANY TO THE EXTENT RELATED OR DUE TO COMPANY'S NEGLIGENCE OR
INTENTIONAL WRONGDOING.
6.
DISCLOSURE:
UPON COMPLETION OF THE
TRANSACTION, ADVISOR MAY PLACE ADVERTISEMENTS IN FINANCIAL PUBLICATIONS AND
OTHER MEDIA AT ITS OWN EXPENSE DESCRIBING ADVISOR'S SERVICES TO THE COMPANY
HEREUNDER, SUBJECT TO THE COMPANY'S PRIOR REVIEW AND APPROVAL OF SUCH
ADVERTISEMENTS.
ADVISOR SHALL NOT DISCLOSE THE PURCHASE PRICE UNLESS PREVIOUSLY
AGREED BY THE COMPANY.
NEITHER PARTY SHALL PUBLISH ANY INFORMATION WHICH IS
MISLEADING, DEFAMATORY, OR NEGATIVE AS TO THE NON-PUBLISHING PARTY, OR IF SUCH
INFORMATION CONSTITUTES CONFIDENTIAL INFORMATION.
7.
ACCESS TO INFORMATION:
A.
IN CONNECTION WITH ADVISOR'S ENGAGEMENT,
THE COMPANY WILL FURNISH ADVISOR WITH ALL INFORMATION WHICH ADVISOR REASONABLY
REQUESTS, AND WILL PROVIDE ADVISOR WITH REASONABLE ACCESS TO THE COMPANY'S
OFFICERS, DIRECTORS, ACCOUNTANTS, COUNSEL AND OTHER ADVISORS.
ADVISOR WILL NOT
RELEASE ANY SUCH INFORMATION TO ANYONE WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY.
3
B.
THE COMPANY REPRESENTS AND WARRANTS TO
ADVISOR THAT, IF SUCH INFORMATION IS INCLUDED IN A DOCUMENT PREPARED BY THE
COMPANY AND AUTHORIZED BY THE COMPANY FOR RELEASE TO ANY POTENTIAL TRANSACTION
PARTY:
I)
ALL SUCH INFORMATION IS AND WILL BE
TRUE AND ACCURATE IN ALL MATERIAL RESPECTS, AND DOES NOT AND WILL NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT, OR OMIT TO STATE A MATERIAL FACT
NECESSARY IN ORDER TO MAKE THE STATEMENTS MADE, IN THE LIGHT OF THE
CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT MISLEADING; AND
II)
ANY PROJECTED FINANCIAL INFORMATION OR
OTHER FORWARD-LOOKING INFORMATION WHICH THE COMPANY PROVIDES TO ADVISOR WILL BE
MADE BY THE COMPANY IN GOOD FAITH, BASED ON MANAGEMENT'S BEST ESTIMATES THEN
AVAILABLE, AND BASED ON FACTS AND ASSUMPTIONS WHICH THE COMPANY BELIEVES TO BE
REASONABLE.
C.
THE COMPANY ACKNOWLEDGES AND AGREES THAT
ADVISOR WILL BE USING AND RELYING UPON SUCH INFORMATION SUPPLIED BY THE COMPANY
AND ITS OFFICERS, AGENTS AND OTHERS AND ANY PROSPECTIVE TRANSACTION PARTY, AND
ANY OTHER PUBLICLY AVAILABLE INFORMATION CONCERNING THE COMPANY AND ANY
PROSPECTIVE TRANSACTION PARTY, WITHOUT ANY INDEPENDENT INVESTIGATION OR
VERIFICATION THEREOF, OR INDEPENDENT APPRAISAL BY ADVISOR OF THE COMPANY OR ITS
BUSINESS OR ASSETS, OR ANY OTHER TRANSACTION PARTY OR ITS BUSINESS OR ASSETS,
NOR WILL ADVISOR BE PROVIDING A SOLVENCY OPINION WITH RESPECT TO THE COMPANY.
8.
REPRESENTATION AND WARRANTY:
THE
COMPANY FURTHER REPRESENTS AND WARRANTS TO ADVISOR THAT ENTERING INTO THIS
AGREEMENT DOES NOT VIOLATE OR CONSTITUTE A BREACH OR DEFAULT UNDER ANY CONTRACT,
AGREEMENT, ARRANGEMENT OR UNDERSTANDING, WHETHER WRITTEN OR ORAL, TO WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY OR WHICH BINDS ITS OR THEIR
ASSETS.
9.
CONFIDENTIALITY:
A.
THE COMPANY WILL NOT PUBLICLY REFER TO
ADVISOR OR (EXCEPT AS REQUIRED BY APPLICABLE LAW, RULE OR REGULATION; OR IN ANY
DISPUTE BETWEEN THE COMPANY AND ADVISOR, TO THE