CONFIDENTIAL INFORMATION" MEANS
ANY NON-PUBLIC INFORMATION RELATED TO THE BUSINESS FURNISHED OR PROVIDED BY
SELLER GROUP OR ITS AFFILIATES TO BUYER; PROVIDED, HOWEVER, THAT SELLER GROUP
CONFIDENTIAL INFORMATION SHALL NOT BE DEEMED TO INCLUDE (A) INFORMATION RELATED
TO THE BUSINESS THAT WAS ALREADY PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN PRIOR
TO THE TIME OF ITS INITIAL DISCLOSURE TO BUYER OR (B) ANY INFORMATION RELATED TO
THE SELLER GROUP THAT IS OR BECOMES AVAILABLE TO BUYER OR ITS AFFILIATES AFTER
THE CLOSING FROM A SOURCE THAT BUYER REASONABLY BELIEVES NOT TO BE UNDER AN
OBLIGATION OF CONFIDENTIALITY WITH RESPECT TO SUCH INFORMATION; PROVIDED,
FURTHER, BUYER MAY REVEAL, REPORT, DISCLOSE OR TRANSFER ANY SELLER GROUP
CONFIDENTIAL INFORMATION PURSUANT TO A SUBPOENA OR ORDER ISSUED BY A COURT OF
COMPETENT JURISDICTION OR BY A JUDICIAL OR ADMINISTRATIVE OR LEGISLATIVE BODIES
OR COMMITTEE.
FOR PURPOSES OF THIS AGREEMENT, THE "BUYER SURVIVAL DATE" MEANS
(X) THE CLOSING DATE IN RESPECT OF ALL SELLER GROUP CONFIDENTIAL INFORMATION
RELATING TO TRANSFERRED INTELLECTUAL PROPERTY; (Y) TWO (2) YEARS FOLLOWING THE
CLOSING DATE IN RESPECT OF ALL OTHER SELLER GROUP CONFIDENTIAL INFORMATION OTHER
THAN SELLER GROUP CONFIDENTIAL INFORMATION RELATING TO INTELLECTUAL PROPERTY;
AND (Z) FIVE (5) YEARS FOLLOWING THE CLOSING DATE FOR SELLER GROUP CONFIDENTIAL
INFORMATION RELATING TO INTELLECTUAL PROPERTY OTHER THAN TRANSFERRED
INTELLECTUAL PROPERTY; OR IN ANY CASE, THE DATE ON WHICH SUCH SELLER GROUP
CONFIDENTIAL INFORMATION BECOMES PUBLICLY KNOWN THROUGH NO ACTION OR INACTION OF
BUYER OR ANY OF ITS AFFILIATES.
(C)
ON THE CLOSING DATE, SELLER GROUP SHALL
ASSIGN TO BUYER ALL OF ITS RIGHTS UNDER ANY CONFIDENTIALITY AGREEMENT ENTERED
INTO BY SELLER GROUP WITH ANY PERSON IN CONNECTION WITH A POTENTIAL SALE OF THE
BUSINESS (A "CONFIDENTIALITY AGREEMENT"), TO THE EXTENT SUCH CONFIDENTIALITY
AGREEMENT IS ASSIGNABLE PURSUANT TO ITS TERMS.
SECTION 5.3
CONSENTS AND APPROVALS
(A)
AS SOON AS PRACTICABLE AFTER THE EXECUTION
OF THIS AGREEMENT, EACH OF SELLER AND BUYER (OR EACH OF THEIR ULTIMATE PARENT
ENTITIES AS DEFINED IN THE RULES PROMULGATED UNDER THE HSR ACT) WILL FILE, OR
CAUSE TO BE FILED, WITH THE FEDERAL TRADE COMMISSION AND THE ANTITRUST DIVISION
OF THE UNITED STATES DEPARTMENT OF JUSTICE PURSUANT TO THE HSR ACT, THE
NOTIFICATION AND DOCUMENTARY MATERIAL REQUIRED IN CONNECTION WITH THE
CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
IN ADDITION,
EACH OF SELLER GROUP AND BUYER SHALL PROMPTLY TAKE ALL ACTION NECESSARY TO MAKE
ANY FILINGS REASONABLY DETERMINED IN GOOD FAITH TO BE REQUIRED BY THE BUYER
UNDER ANY OTHER ANTITRUST OR COMPETITION LAW.
(B)
SELLER GROUP AND BUYER SHALL PROMPTLY FILE
ANY ADDITIONAL INFORMATION REQUESTED AS SOON AS PRACTICABLE AFTER RECEIPT OF ANY
REQUEST FOR ADDITIONAL INFORMATION.
BUYER AND SELLER GROUP SHALL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO OBTAIN EARLY TERMINATION OF THE APPLICABLE
WAITING PERIOD, TO THE EXTENT REQUIRED, WITH THE APPLICABLE REGULATORY
AUTHORITIES, INCLUDING UNDER THE HSR ACT.
THE PARTIES HERETO WILL COORDINATE
AND COOPERATE WITH ONE ANOTHER IN EXCHANGING SUCH INFORMATION AND PROVIDING SUCH
REASONABLE ASSISTANCE AS MAY BE REQUESTED IN CONNECTION WITH SUCH