THE ACQUIRED ASSETS
USED BY DOE RUN IN THE OPERATION OF THE BUICK FACILITY THAT ARE NOT CONVEYED TO
TRANSFEREE AT THE CLOSING DATE.
7.6
CONFIDENTIALITY.
AFTER TERMINATION OF THIS
AGREEMENT PURSUANT TO ARTICLE 9 OR AS OF THE CLOSING, WHICHEVER OCCURS FIRST,
DOE RUN WILL NOT USE OR DISCLOSE TO ANY PERSON, ANY TRADE OR BUSINESS SECRETS
RELATING TO THE BUICK FACILITY AND BUICK BUSINESS, AND TRANSFEREE WILL NOT USE
OR DISCLOSE TO ANY PERSON ANY TRADE OR BUSINESS SECRETS OF DOE RUN NOT RELATED
TO THE BUICK FACILITY OR THE BUICK BUSINESS AND OTHERWISE OBTAINED FROM DOE RUN
AS A RESULT OF THIS AGREEMENT, PROVIDED THAT, (I) EITHER PARTY MAY USE OR
DISCLOSE ANY SUCH INFORMATION THAT HAS BEEN PUBLICLY DISCLOSED (OTHER THAN BY
SUCH PARTY AFTER THE CLOSING DATE); (II) TO THE EXTENT THAT A PARTY MAY BECOME
LEGALLY COMPELLED TO DISCLOSE ANY OF SUCH INFORMATION, THE PARTY MAY DISCLOSE
SUCH INFORMATION ONLY IF SUCH PARTY HAS USED ITS REASONABLE COMMERCIAL EFFORTS
(AND SHALL HAVE AFFORDED THE OTHER PARTY) THE OPPORTUNITY TO OBTAIN AN
APPROPRIATE PROTECTIVE ORDER OR OTHER SATISFACTORY ASSURANCE OF CONFIDENTIAL
TREATMENT FOR THE INFORMATION REQUIRED TO BE SO DISCLOSED; OR (III) DISCLOSURES
MADE TO THE APPLICABLE GOVERNMENTAL ENTITY IN CONNECTION WITH ANY TRANSFER OF
THE GOVERNMENTAL PERMITS.
7.7
RETENTION OF RECORDS; PREPARATION OF CERTAIN
TAX RETURNS; LITIGATION COOPERATION.
(A)
FOR A PERIOD OF FIVE (5) YEARS AFTER THE CLOSING DATE, TRANSFEREE
AND DOE RUN WILL PROVIDE, UPON REASONABLE NOTICE, TO THE OTHER OR ITS OFFICERS,
COUNSEL, INDEPENDENT ACCOUNTANTS AND OTHER DULY AUTHORIZED REPRESENTATIVES OR
AGENTS, REASONABLE ACCESS DURING NORMAL BUSINESS HOURS, (I) IN THE CASE OF DOE
RUN'S OBLIGATION TO TRANSFEREE, TO THE BOOKS, RECORDS AND OTHER DATA OF DOE RUN;
AND (II) IN THE CASE OF TRANSFEREE'S OBLIGATION TO DOE RUN, TO THE BOOKS,
RECORDS AND OTHER DATA OF TRANSFEREE, IN EACH CASE TO THE EXTENT THAT THEY
RELATE TO THE BUICK FACILITY OR THE ACQUIRED ASSETS AND ONLY TO THE EXTENT THAT
SUCH ACCESS IS NECESSARY TO ENFORCE A RIGHT UNDER THIS AGREEMENT OR TO SATISFY
REASONABLE CORPORATE PURPOSES OF THE PARTY REQUESTING SUCH ACCESS.
IN EACH
CASE, SUCH ACCESS WILL INCLUDE THE RIGHT TO CONDUCT INTERVIEWS WITH THE OTHER
PARTY'S OFFICERS AND EMPLOYEES, TO TRANSCRIBE EXTRACTS FROM SUCH BOOKS, RECORDS
OR OTHER DATA OR TO MAKE COPIES THEREOF.
(B)
EACH OF TRANSFEREE AND DOE RUN AGREES THAT, FOR A PERIOD OF FIVE
(5) YEARS FOLLOWING THE CLOSING DATE, IT WILL RETAIN AND NOT DESTROY, DISCARD,
DEFACE OR OTHERWISE ALTER ANY OF THE BOOKS, RECORDS OR OTHER DATA, INCLUDING,
WITHOUT LIMITATION, DATA ANALYSIS AND TAPES, RELATING TO THE BUICK FACILITY IN
ITS POSSESSION ON THE CLOSING DATE, WITHOUT FIRST NOTIFYING THE OTHER PARTY AND
GIVING THE OTHER PARTY, AT SUCH OTHER PARTY'S EXPENSE, THE OPPORTUNITY TO TAKE
CUSTODY OF SUCH BOOKS, RECORDS OR OTHER DATA (IT BEING UNDERSTOOD THAT DOE RUN
SHALL TRANSFER TO TRANSFEREE AT CLOSING POSSESSION OF THE BOOKS, RECORDS AND
OTHER DATA DESCRIBED IN SECTION 2.1(F)).
(C)
DOE RUN