TO AWARD DAMAGES IN CONNECTION WITH ANY DISPUTE IN EXCESS
OF ACTUAL COMPENSATORY DAMAGES AND SHALL NOT MULTIPLY ACTUAL DAMAGES OR AWARD
CONSEQUENTIAL OR PUNITIVE DAMAGES OR AWARD ANY OTHER DAMAGES THAT ARE EXCLUDED
UNDER THE PROVISIONS OF ARTICLE VI OF THIS AGREEMENT.
(I)
EXPENSES.
ALL COSTS OF ARBITRATION AND ENFORCEMENT OF THE
ARBITRATION AWARD, INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS, COSTS
OF EXPERT WITNESSES, TRANSPORTATION, LODGING AND MEAL COSTS OF THE PARTIES AND
WITNESSES, COSTS OF TRANSCRIPT PREPARATION AND OTHER REASONABLE AND NECESSARY
DIRECT AND INCIDENTAL COSTS SHALL BE APPORTIONED BY THE ARBITRATOR(S) SELECTED
PURSUANT TO SECTION 9.2(A) HEREOF WITH A VIEW TO ALLOCATING COSTS TO THE PARTY
THAT DOES NOT PREVAIL IN THE ARBITRATION.
(J)
PAYMENT OF ARBITRATION AWARD.
THE ARBITRATION AWARD SHALL
BE MADE AND SHALL BE PAYABLE FREE OF ANY TAX OR ANY OTHER DEDUCTION. THE
ARBITRATION AWARD SHALL INCLUDE INTEREST, AT A RATE DETERMINED AS APPROPRIATE BY
THE ARBITRATORS, AS OF THE DATE OF ANY BREACH OR OTHER VIOLATION OF THIS
AGREEMENT TO THE DATE WHEN THE ARBITRATION AWARD IS PAID IN FULL.
(K)
REMEDIES.
THE PARTIES FURTHER AGREE THAT THE ARBITRATION
AWARD AND ANY JUDGMENT THEREON, IF UNSATISFIED, MAY BE ENTERED IN AND SHALL BE
ENFORCEABLE BY THE COURTS OF ANY NATION HAVING JURISDICTION OVER THE PERSON OR
PROPERTY OF THE PARTY AGAINST WHOM THE ARBITRATION AWARD HAS BEEN RENDERED.
(L)
SPECIFIC PERFORMANCE; ENFORCEMENT OF ARBITRATION AWARD.
IN THE EVENT OF ANY BREACH BY A PARTY OF THE TERMS OF THIS AGREEMENT WHICH WOULD
CAUSE ANY NONBREACHING PARTY TO BE IRREPARABLY HARMED OR FOR WHICH SUCH
NONBREACHING PARTY COULD NOT BE MADE WHOLE BY MONETARY DAMAGES, THEN IN SUCH
CIRCUMSTANCES SUCH NONBREACHING PARTY, IN ADDITION TO ANY
45
OTHER REMEDY TO WHICH IT MAY BE ENTITLED AT LAW OR IN EQUITY, SHALL BE ENTITLED
TO COMPEL SPECIFIC PERFORMANCE OF THIS AGREEMENT IN ANY ACTION INSTITUTED
PURSUANT TO THIS SECTION 9.2 AND IN ANY ACTION INSTITUTED IN ANY COURT OF
APPLICABLE JURISDICTION TO ENFORCE ANY INTERIM OR FINAL ARBITRATION AWARD
RENDERED PURSUANT TO THIS SECTION 9.2.
(M)
WAIVER OF JURY TRIAL.
EACH PARTY EXPRESSLY WAIVES ITS RIGHT TO
TRIAL BY JURY IN ANY SUIT OR PROCEEDING RELATING TO OR ARISING FROM THIS
AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.
EACH PARTY ACKNOWLEDGES THAT THIS
WAIVER IS A MATERIAL INDUCEMENT TO ENTER THIS AGREEMENT AND EACH PARTY
REPRESENTS THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS JURY TRIAL RIGHT
AFTER CONSULTATION WITH LEGAL COUNSEL.
SECTION 9.3
CONFIDENTIALITY.
(A)
SELLER ACKNOWLEDGES THAT IT HAS OR MAY HAVE HAD IN THE PAST,
CURRENTLY HAS AND IN THE FUTURE MAY HAVE ACCESS TO CONFIDENTIAL INFORMATION (AS
DEFINED BELOW) OF SEA COAST, BUYER AND THE PARTNERSHIP.
PRIOR TO CLOSING, THE
PARTIES AGREE TO ABIDE BY THE TERMS OF THE CONFIDENTIALITY AGREEMENT DATED
APRIL 11, 2005 BETWEEN PARTNERSHIP AND SEA COAST, WHICH SHALL TERMINATE AS OF
THE CLOSING DATE.
FROM AND AFTER THE CLOSING, SELLER AGREES THAT IT SHALL KEEP
CONFIDENTIAL ALL SUCH CONFIDENTIAL INFORMATION FOR FIVE YEARS AND, EXCEPT