BE SUBJECT TO THE "NEXT DAY
RULE" OF TREAS. REG. SECTION 1.1502-76(B)(1)(II)(B).
22
5.17
CONFIDENTIALITY.
(A)
EACH SELLER, THE SELLERS' REPRESENTATIVE AND, ON AND PRIOR TO THE
CLOSING DATE, THE COMPANY, AGREES TO USE ITS COMMERCIALLY REASONABLE EFFORTS TO
MAINTAIN THE CONFIDENTIALITY OF ALL PROPRIETARY AND OTHER NON-PUBLIC INFORMATION
REGARDING THE COMPANY AND ITS SUBSIDIARIES, EXCEPT AS REQUIRED TO FILE TAX
RETURNS AND AS REQUIRED BY LAW, OR AS MAY BE REASONABLY NECESSARY TO CONDUCT THE
BUSINESS OF THE COMPANY (WITH RESPECT TO THE PERIOD PRIOR TO THE CLOSING DATE).
IN THE EVENT OF ANY BREACH OF ANY PROVISION OF THIS SECTION 5.17(A), THE
PURCHASER AND, SUBSEQUENT TO THE CLOSING DATE, THE COMPANY, IN ADDITION AND
SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR, MAY APPLY TO
ANY COURT OF LAW OR EQUITY OF COMPETENT JURISDICTION TO SEEK SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER RELIEF (WITHOUT THE POSTING OF BOND OR
OTHER SECURITY) IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS
HEREOF.
(B)
IN THE EVENT THAT ANY PARTY REASONABLY BELIEVES AFTER CONSULTATION
WITH COUNSEL THAT IT IS REQUIRED BY LAW TO DISCLOSE ANY CONFIDENTIAL INFORMATION
DESCRIBED IN SECTION 5.17(A), THE DISCLOSING PARTY WILL (I) PROVIDE THE
PURCHASER WITH NOTICE AS PROMPTLY AS PRACTICABLE IN ORDER THAT THE PURCHASER MAY
ATTEMPT TO OBTAIN A PROTECTIVE ORDER OR OTHER ASSURANCE THAT CONFIDENTIAL
TREATMENT WILL BE ACCORDED SUCH CONFIDENTIAL INFORMATION AND (II) COOPERATE WITH
THE PURCHASER (AT THE PURCHASER'S SOLE COST AND EXPENSE) IN ATTEMPTING TO OBTAIN
SUCH ORDER OR ASSURANCE.
THE PROVISIONS OF SECTION 5.17(A) SHALL NOT APPLY TO
ANY INFORMATION, DOCUMENTS OR MATERIALS WHICH ARE SHOWN TO BE IN THE PUBLIC
DOMAIN OR COME INTO THE PUBLIC DOMAIN, OTHER THAN BY REASON OF DEFAULT BY THE
APPLICABLE PARTY BOUND HEREUNDER OR ITS AFFILIATES.
(C)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, YOU AND EACH
OTHER PARTY TO THE TRANSACTION (AND EACH AFFILIATE AND PERSON ACTING ON BEHALF
OF ANY SUCH PARTY) AGREE THAT EACH PARTY (AND EACH EMPLOYEE, REPRESENTATIVE, AND
OTHER AGENT OF SUCH PARTY) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTION
AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT
ARE PROVIDED TO SUCH PARTY OR SUCH PERSON RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE, EXCEPT TO THE EXTENT NECESSARY TO COMPLY WITH ANY APPLICABLE FEDERAL
OR STATE SECURITIES LAWS.
THIS AUTHORIZATION IS NOT INTENDED TO PERMIT
DISCLOSURE OF ANY OTHER INFORMATION INCLUDING (WITHOUT LIMITATION) (I) ANY
PORTION OF ANY MATERIALS TO THE EXTENT NOT RELATED TO THE TAX TREATMENT OR TAX
STRUCTURE OF THE TRANSACTION, (II) THE IDENTITIES OF PARTICIPANTS OR POTENTIAL
PARTICIPANTS IN THE TRANSACTION, (III) THE EXISTENCE OR STATUS OF ANY
NEGOTIATIONS, (IV) ANY PRICING OR FINANCIAL INFORMATION (EXCEPT TO THE EXTENT
SUCH PRICING OR FINANCIAL INFORMATION IS RELATED TO THE TAX TREATMENT OR TAX
STRUCTURE OF THE TRANSACTION), OR (V) ANY OTHER TERM OR DETAIL NOT RELEVANT TO
THE TAX TREATMENT