Circuit City 2007 Annual Report Download - page 110

(b) Seller Obligations . Following the Internet Closing Date, the Seller shall not disclose to any third party any Buyer
Confidential Information, and shall exercise commercially reasonable efforts (at the expense of the Buyers) to enforce, and cause any of its
existing or future Affiliates to enforce, any agreements with their respective employees or consultants relating to confidentiality and assignment
of inventions (such agreements, “ Proprietary Rights Agreements ”) with respect to Buyer Confidential Information.
(c) Buyer and Systemax Obligations . Following the Internet Closing Date, no Buyer or Systemax shall disclose to any third
party any Seller Confidential Information, and each of the Buyers and Systemax shall exercise commercially reasonable efforts (at the expense
of the Seller) to enforce, and cause any their existing or future Affiliates to enforce, any Proprietary Rights Agreements with their respective
employees or consultants with respect to Seller Confidential Information.
(d) Permitted Disclosure . Notwithstanding the foregoing, the Seller may disclose Buyer Confidential Information, and a
Buyer or Systemax may disclose Seller Confidential Information in a Legal Proceeding or to a government or other regulatory agency
(including, without limitation, any securities regulatory agency or stock exchange) to the extent necessary to comply with any Applicable Law;
provided that such party provides to the owner of such Confidential Information prior notice of the intended disclosure and shall permit the
owner of such Confidential Information to intervene therein to protect its interests in its Confidential Information, and provide full cooperation
and assistance to such owner in seeking to obtain such protection.
10.2 Bulk Sales Law . Each of the Buyers hereby waives compliance by the Seller with the provisions of any applicable
bulk sales law in connection with the transfer of the Purchased Assets under this Agreement.
10.3 Fees and Expenses .
(a) Each of the Parties will bear its own fees and expenses in connection with the negotiation and the consummation of the
transactions contemplated by this Agreement, including, without limitation, legal, accounting, finders/brokers or other professional fees and
expenses.
(b) The Internet Buyers and the applicable Real Estate Buyer will pay all Taxes or expenses (including, without limitation,
reasonable attorneys’ fees) incurred subsequent to the Internet Closing and a Real Estate Closing, in connection with the transfer of the
Purchased Internet Assets and the applicable Purchased Real Estate Assets, respectively, to the applicable Buyer as contemplated by this
Agreement, including, without limitation, all sales, use, excise, and other transfer taxes and similar charges applicable to such transfer, and all
expenses applicable to the recordation of any instruments of transfer (including, without limitation, expenses in connection with the recordation
of any Intellectual Property Assignment Agreements); notwithstanding the foregoing, the Internet Buyer and the applicable Real Estate Buyer
shall not be obligated to pay Taxes accrued as of the Internet Closing Date and the applicable Real Estate Closing Date, respectively, which are
Retained Liabilities, including
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