Sample Share Purchase And Share Holder Agreement Page 66
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77(v)
If the information is or becomes generally and publicly available, other than
due to reason of breach of this Agreement.
(c)
The Strategic Partner shall maintain and cause to be maintained all Confidential
Information obtained from the Company or from a party providing it on behalf of the
Company, as secret and confidential as per the terms of Article 8.2 herein, and shall
continue to do so for a period of 3 (three) years from the date of termination of this
Agreement.
ARTICLE 9
GOOD FAITH
9.1
Each of the Strategic Partner and the Principals confirms that it has prior to
the Closing, disclosed particulars to Government of any activities or business that it or
any of its Affiliates are engaged in which are in competition with and/or is similar to the
business of the Company.
9.2
In the event the Strategic Partner or the Principals or any of their Affiliates or
nominees at any time after Closing, decides to undertake any activities or business that
may be or is in competition with the then existing business of the Company, the Strategic
Partner shall and the Principals shall cause the Strategic Partner to disclose such activity
or business to the Government.
9.3
The Strategic Partner and the Principals agree that, in the event that, at any
time, the Strategic Partner or the Principal(s) or any of their Affiliates or nominees is
engaged in any activities or businesses that may be or is in competition with the
Company’s business, both existing or future, then the Strategic Partner, Principals, their
Affiliates or nominees shall always act in good faith and in the best interest of the
Company.
ARTICLE 10
MISCELLANEOUS
10.1
Dispute Resolution
a)
Any and all claims, disputes, questions or controversies involving any of the
Parties hereto and arising out of or in connection with this Agreement, including the
execution, interpretation, validity, performance, breach or termination hereof,
(collectively, “Disputes”), shall be resolved and settled, subject to the procedures set out
in Schedule III of this Agreement.
b)
Notwithstanding anything to the contrary in Clause 10.1, the Parties agree
that any valuation pursuant to Clause 6.1 is an expert opinion and shall be final and
binding on the Parties and shall not be the subject matter of Dispute between the Parties.
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