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|CHARTER COMMUNICATIONS, INC. /MO/ filed this Form 8-K on 05/08/2017|
methods, internal communication processes and technology tools, and any information that may be found in analyses, compilations, studies or other documents prepared by the party disclosing the Confidential Information. Notwithstanding the foregoing, “Confidential Information” shall not include information (i) that can be shown to be publicly available through no fault of such party or any of its controlled affiliates or Representatives or (ii) that is at any time (including prior to the date hereof) disclosed on a non-confidential basis to such party from a source that owes no contractual, legal or fiduciary duty to the disclosing party to keep such information confidential or (iii) that can be shown by such party to have been developed by or derived by the receiving party without use of, or reference to, the other party’s Confidential Information. No license or other rights to Confidential Information are granted or implied hereby and the applicable disclosing party retains all of its rights therein. Within 10 business days of receipt of disclosing party’s written request, disclosing party will either return or destroy all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings and copies thereof, and will provide the disclosing party with written certification that all such Confidential Information has been destroyed or returned.
The parties acknowledge and agree that this Letter Agreement will be publicly disclosed promptly following the execution hereof pursuant to a mutually agreed press release. Except as required by Applicable Law, the parties shall coordinate on all subsequent public statements regarding the matters described in this Letter Agreement that include additional or different information than previously included in an agreed release, and shall afford the other a reasonable opportunity to comment on any such statements before release.
Each of the parties hereby acknowledges and agrees that (i) there is no current agreement among the parties for (and that this Letter Agreement does not require) any party to take any specific action, other than to comply with its obligations set forth herein, and (ii) neither party is acting as a financial adviser, investment advisor, consultant or fiduciary to the other party, its affiliates or any other person or entity. Nothing contained in this Letter Agreement shall be construed as creating a partnership, joint venture, agency, trust or other association of any kind between the parties, and neither party shall act or represent or hold itself out as having authority to act as an agent or partner of the other party or in any way bind or commit the other party to any responsibility or obligation.
As used in this letter agreement, the term “affiliate” means, with respect to any person or entity, any other person or entity that controls, is controlled by, or is under common control with such first person or entity, and the term “control” means the power to direct or cause the direction of the management and policies of a person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise (and “controlled” and “controlling” have correlative meanings).
This Letter Agreement shall be governed, construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflict of law or choice of law thereof, and agrees to the exclusive jurisdiction of the United States District Court for the Southern District of New York for any disputes arising out of or related to this Letter Agreement (or only if either (a) such court declines to accept subject matter jurisdiction to hear any such dispute, or (b) the parties agree that such court lacks subject matter jurisdiction, the Supreme Court of the State of New York, New York County Commercial Division). Without prejudice to any other rights for remedies which a party may have under this Letter Agreement, the parties acknowledge and agree that damages would not be an adequate remedy for any breach of this Letter Agreement and that a