CLOSING BUYER WILL BE ENTITLED TO
POSSESSION OF ALL DOCUMENTS, BOOKS, RECORDS (INCLUDING TAX RECORDS), AGREEMENTS,
AND FINANCIAL DATA OF ANY SORT RELATING TO TARGET (PROVIDED, THAT, SELLERS SHALL
BE ENTITLED TO RETAIN COPIES OF ALL SUCH DOCUMENTS AS ARE NECESSARY TO FILE THE
TAX RETURNS OF ANY OF THE SELLERS OR TARGET OR THAT PROVIDE SUPPORT FOR TAX
RETURNS THAT HAVE BEEN PREVIOUSLY FILED).
6.2
TRANSITION.
NONE OF SELLERS WILL KNOWINGLY TAKE ANY ACTION THAT
IS DESIGNED OR INTENDED TO HAVE THE EFFECT OF DISCOURAGING ANY LESSOR, LICENSOR,
CUSTOMER, SUPPLIER, OR OTHER BUSINESS ASSOCIATE OF TARGET FROM MAINTAINING THE
SAME BUSINESS RELATIONSHIPS WITH TARGET AFTER THE CLOSING AS IT MAINTAINED WITH
TARGET PRIOR TO THE CLOSING.
6.3
CONFIDENTIALITY.
EACH SELLER WILL TREAT AND HOLD AS SUCH ALL OF
THE CONFIDENTIAL INFORMATION AND REFRAIN FROM USING ANY OF THE CONFIDENTIAL
INFORMATION EXCEPT IN CONNECTION WITH THIS AGREEMENT, AND DELIVER PROMPTLY TO
BUYER OR DESTROY, AT THE REQUEST AND OPTION OF BUYER, ALL TANGIBLE EMBODIMENTS
(AND ALL COPIES) OF THE CONFIDENTIAL INFORMATION THAT ARE IN HIS, HER, OR ITS
POSSESSION, EXCEPT FOR THE DOCUMENTATION RETAINED BY SELLERS PURSUANT TO SECTION
6.1.
IN THE EVENT THAT ANY SELLER IS REQUESTED OR REQUIRED PURSUANT TO WRITTEN
OR ORAL QUESTION OR REQUEST FOR INFORMATION OR DOCUMENTS IN ANY LEGAL
PROCEEDING, INTERROGATORY, SUBPOENA, CIVIL INVESTIGATIVE DEMAND, OR SIMILAR
PROCESS TO DISCLOSE ANY CONFIDENTIAL INFORMATION, SUCH SELLER WILL NOTIFY BUYER
PROMPTLY OF THE REQUEST OR REQUIREMENT SO THAT BUYER MAY SEEK AN APPROPRIATE
PROTECTIVE ORDER OR WAIVE COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 6.3.
IF, IN THE ABSENCE OF A PROTECTIVE ORDER OR THE RECEIPT OF A WAIVER HEREUNDER,
ANY OF
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SELLERS IS, ON THE ADVICE OF COUNSEL, COMPELLED TO DISCLOSE ANY CONFIDENTIAL
INFORMATION TO ANY TRIBUNAL, SUCH SELLER MAY DISCLOSE THE CONFIDENTIAL
INFORMATION TO THE TRIBUNAL; PROVIDED, HOWEVER, THAT THE DISCLOSING SELLER SHALL
USE HIS, HER, OR ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN, AT THE REQUEST
AND EXPENSE OF BUYER, AN ORDER OR OTHER ASSURANCE THAT CONFIDENTIAL TREATMENT
WILL BE AFFORDED TO SUCH PORTION OF THE CONFIDENTIAL INFORMATION REQUIRED TO BE
DISCLOSED AS BUYER SHALL REASONABLY DESIGNATE.
THE FOREGOING PROVISIONS SHALL
NOT APPLY TO ANY CONFIDENTIAL INFORMATION THAT IS GENERALLY AVAILABLE TO THE
PUBLIC IMMEDIATELY PRIOR TO THE TIME OF DISCLOSURE UNLESS SUCH CONFIDENTIAL
INFORMATION IS SO AVAILABLE DUE TO THE ACTIONS OF A SELLER.
6.4
COVENANT NOT TO COMPETE.
FOR A PERIOD OF THREE YEARS FROM AND
AFTER THE CLOSING DATE, NONE OF SELLERS WILL ENGAGE DIRECTLY OR INDIRECTLY IN
ANY BUSINESS THAT INVOLVES ANY PRODUCT DESIGNED TO DECORATE SHOES IN ANY
GEOGRAPHIC AREA IN WHICH TARGET CONDUCTS THAT BUSINESS AS OF THE CLOSING DATE;
PROVIDED, HOWEVER, THAT NO OWNER OF LESS THAN 1% OF THE OUTSTANDING STOCK OF ANY
PUBLICLY TRADED CORPORATION SHALL BE DEEMED TO ENGAGE SOLELY BY REASON THEREOF
IN ITS BUSINESS.
IF THE FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION
DECLARES THAT ANY TERM OR PROVISION OF THIS SECTION 6.4 IS INVALID OR
UNENFORCEABLE, THE PARTIES