any such claim
or request made with respect to any claim, right or interest of any Seller
described in item 18 of Exhibit A-1, or any audit or other examination by any
Tax Authority or any judicial or administrative proceeding relating to Taxes and
shall retain (and provide the other party with reasonable access to) all records
or information which may be relevant to such Tax Return, claim or request,
audit, examination or proceeding.
Seller shall take such actions as may be
reasonably requested by Purchaser to allow Purchaser to recover under any claim,
right or interest of any Seller described in item 18 of Exhibit A-1 that is
acquired by Purchaser pursuant to this
57
Agreement, including assigning any such claim, right or interest to Purchaser or
an Affiliate of Purchaser.
ARTICLE XIV
MISCELLANEOUS
14.1
Expenses and Transfer of Utilities.
(A)
EXCEPT AS OTHERWISE PROVIDED IN THIS
AGREEMENT, EACH OF SELLERS AND PURCHASER SHALL BEAR ITS OWN EXPENSES INCURRED IN
CONNECTION WITH THE NEGOTIATION AND EXECUTION OF THIS AGREEMENT AND EACH OTHER
AGREEMENT, DOCUMENT AND INSTRUMENT CONTEMPLATED BY THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
(B)
PURCHASER AND SELLERS SHALL COOPERATE AND
USE ITS REASONABLE BEST EFFORTS TO TRANSFER ALL SEWER, WATER, TELEPHONE,
ELECTRICITY AND OTHER UTILITIES RELATING TO THE BUSINESS INTO THE PURCHASER'S
NAME (OR THE NAME OF ANY PURCHASING ENTITY) AS OF THE CLOSING DATE.
14.2
Equitable Relief.
The parties agree that
irreparable damage would occur and no adequate remedy would exist for any breach
of any of the covenants, promises and agreements contained in this Agreement,
and, accordingly, any party hereto shall be entitled to equitable relief
(without the posting of any bond) with respect to any such breach, including
specific performance of such covenants, promises or agreements or an order
enjoining a party from any threatened, or from the continuation of any actual,
breach of the covenants, promises or agreements contained in this Agreement.
Except as otherwise provided herein, the rights set forth in this Section 14.2
shall be in addition to any other rights which a party may have at law or in
equity pursuant to this Agreement.
14.3
Submission to Jurisdiction; Consent to Service of
Process.
(A)
WITHOUT LIMITING ANY PARTY'S RIGHT TO
APPEAL ANY ORDER OF THE BANKRUPTCY COURT, (I) THE BANKRUPTCY COURT SHALL RETAIN
EXCLUSIVE JURISDICTION TO ENFORCE THE TERMS OF THIS AGREEMENT AND TO DECIDE ANY
CLAIMS OR DISPUTES WHICH MAY ARISE OR RESULT FROM, OR BE CONNECTED WITH, THIS
AGREEMENT, ANY BREACH OR DEFAULT HEREUNDER, OR THE TRANSACTIONS CONTEMPLATED
HEREBY, AND (II) ANY AND ALL PROCEEDINGS RELATED TO THE FOREGOING SHALL BE FILED
AND MAINTAINED ONLY IN THE BANKRUPTCY COURT, AND THE PARTIES HEREBY CONSENT TO
AND SUBMIT TO THE JURISDICTION AND VENUE OF THE BANKRUPTCY COURT AND SHALL
RECEIVE NOTICES AT SUCH LOCATIONS AS INDICATED IN SECTION 14.7 HEREOF; PROVIDED,
HOWEVER, THAT IF THE BANKRUPTCY CASE HAS CLOSED, THE PARTIES AGREE TO
UNCONDITIONALLY AND IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE