THE FOXCONN TRANSACTION;
(K)
THE BUYER SHALL HAVE ISSUED REPLACEMENT PURCHASE ORDERS BY THE
CLOSING DATE;
18
(L)
THE SELLER SHALL HAVE SECURED THE RIGHTS FROM THE THIRD PARTY
LICENSORS TO PROVIDE THE TRANSITIONAL SERVICES TO BUYER REQUIRED IN THE
TRANSITIONAL SERVICES AGREEMENT, AND FOXTEQ HOLDINGS INC. CAYMAN ("FOXTEQ") OR
AN AFFILIATE OF FOXTEQ, SHALL HAVE AGREED TO PROVIDE THE TRANSITIONAL SERVICES
TO BUYER UPON THE CLOSING OF THE FOXCONN TRANSACTION.
ARTICLE VI
POST-CLOSING COVENANTS
6.1
PROPRIETARY INFORMATION.
FROM AND AFTER THE CLOSING, THE SELLERS
SHALL NOT DISCLOSE TO ANY THIRD PARTY OTHER THAN FOXTEQ HOLDINGS, INC. (OR ANY
SUBSIDIARY THEREOF) OR MAKE USE OF (EXCEPT TO PURSUE ITS RIGHTS, UNDER THIS
AGREEMENT OR THE ANCILLARY AGREEMENTS, OR AS REQUIRED BY LAW), AND SHALL USE ITS
REASONABLE BEST EFFORTS TO CAUSE ALL OF ITS AFFILIATES NOT TO DISCLOSE OR MAKE
USE OF, ANY KNOWLEDGE, INFORMATION OR DOCUMENTS OF A CONFIDENTIAL NATURE OR NOT
GENERALLY KNOWN TO THE PUBLIC WITH RESPECT TO ACQUIRED ASSETS, THE ACQUIRED
BUSINESS OR THE BUYER OR ITS BUSINESS (INCLUDING THE FINANCIAL INFORMATION,
TECHNICAL INFORMATION OR DATA RELATING TO THE SELLERS'S PRODUCTS AND NAMES OF
CUSTOMERS OF THE SELLERS), AS WELL AS FILINGS AND TESTIMONY (IF ANY) PRESENTED
IN THE COURSE OF ANY ARBITRATION OF A DISPUTE PURSUANT TO SECTION 7.3 AND THE
ARBITRAL AWARD AND THE ARBITRATOR'S REASONS THEREFOR RELATING TO THE SAME),
EXCEPT TO THE EXTENT THAT SUCH KNOWLEDGE, INFORMATION OR DOCUMENTS SHALL HAVE
BECOME PUBLIC KNOWLEDGE OTHER THAN THROUGH IMPROPER DISCLOSURE BY THE SELLERS OR
AN AFFILIATE.
6.2
SOLICITATION AND HIRING.
FOR A PERIOD OF TWO (2) YEARS AFTER THE
CLOSING DATE, THE SELLERS SHALL NOT, EITHER DIRECTLY OR INDIRECTLY (INCLUDING
THROUGH AN AFFILIATE), (1) SOLICIT OR ATTEMPT TO INDUCE ANY BUSINESS EMPLOYEE TO
TERMINATE HIS EMPLOYMENT WITH THE BUYER OR ANY SUBSIDIARY OF THE BUYER OR
(2) HIRE OR ATTEMPT TO HIRE ANY BUSINESS EMPLOYEE WITHOUT BUYER'S WRITTEN
CONSENT, WHICH SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR CONDITIONED,
PROVIDED THAT THIS CLAUSE (2) SHALL NOT APPLY TO (A) ANY INDIVIDUAL WHOSE
EMPLOYMENT WITH THE BUYER OR A SUBSIDIARY OF THE BUYER HAS BEEN TERMINATED FOR A
PERIOD OF SIX MONTHS OR LONGER OR (B) ANY INDIVIDUAL WHO RESPONDED TO A GENERAL
ADVERTISEMENT BY SELLERS FOR OPEN POSITIONS IN FORUMS OF GENERAL CIRCULATION NOT
SPECIFICALLY TARGETED TO SUCH INDIVIDUAL.
IN ADDITION, FOR A PERIOD OF ONE
(1) YEAR AFTER THE CLOSING DATE, SELLERS SHALL NOT HIRE OR ATTEMPT TO HIRE ANY
BUSINESS EMPLOYEE SET FORTH ON SCHEDULE 6.2, EVEN IN RESPONSE TO A GENERAL
ADVERTISEMENT, WITHOUT BUYER'S WRITTEN PERMISSION; PROVIDED HOWEVER THAT THIS
OBLIGATION WILL BE LIMITED TO THE EXTENT THAT IT DOES NOT CONSTITUTE
DISCRIMINATION OR VIOLATES THIRD PARTIES' RIGHTS OR ANY APPLICABLE LAWS..
6.3
SPECIAL SOLICITATION AND HIRING. SHOULD ANY SELLERS EMPLOYEE
DECIDE NOT TO TRANSFER TO BUYER, NEITHER SELLERS NOR BUYER WILL HIRE HIM OR HER
FOR THE SAME PERIOD DETERMINED IN SECTION 6.2.
6.4
TAX MATTERS.
ALL TRANSFER TAXES, DEED EXCISE STAMPS AND SIMILAR
CHARGES RELATED TO THE SALE