PRESENTLY OR IN THE FUTURE HAVE, INVESTMENTS OR OTHER BUSINESS RELATIONSHIPS
WITH ENTITIES ENGAGED IN BUSINESSES RELATED TO THE PROHIBITED BUSINESS (EACH, AN
"OTHER BUSINESS"); AND
(B)
NONE OF THE PRIVATE EQUITY FUNDS OR THEIR
AFFILIATES (OTHER THAN ROCKWOOD HOLDINGS, ROCKWOOD, THE JOINT VENTURE AND THEIR
RESPECTIVE SUBSIDIARIES) WILL BE PROHIBITED BY
45
VIRTUE OF THEIR INDIRECT INVESTMENT THROUGH ROCKWOOD HOLDINGS IN THE JOINT
VENTURE COMPANIES FROM PURSUING AND ENGAGING IN ANY SUCH ACTIVITIES.
22.5
For the same period pursuant to section 22.1,
Rockwood, Rockwood Germany and Kemira will not, and will procure that none of
its subsidiaries will, do or permit any of the following:
(a)
directly or indirectly solicit or otherwise
contact any present or past customers of JV Europe (including its subsidiaries
from time to time), for themselves or any other person, for the purpose of
obtaining business pursuant to section 22.1 (a) and (b); or
(b)
directly or indirectly (except for media
advertising directed to the general public) solicit, or endeavour to entice away
any key employee as listed in Annex 22.5(b) of JV Europe and / or its
subsidiaries from time to time.
23.
JOINT AND SEVERAL LIABILITY
The Parties agree that
(A)
ROCKWOOD HOLDINGS; ROCKWOOD AND ROCKWOOD
GERMANY ON THE ONE HAND; AND
(B)
KEMIRA AND KEMIRA GERMANY ON THE OTHER HAND
SHALL BE JOINTLY AND SEVERALLY LIABLE FOR EACH AND EVERY OF THE OBLIGATIONS THAT
EITHER OF THESE ENTITIES HAS UNDER OR IN CONNECTION WITH THIS AGREEMENT.
24.
CONFIDENTIALITY
24.1
THE PARTIES MUST KEEP SECRET THE CONTENTS OF THIS AGREEMENT TO THE
EXTENT THAT NO STATUTORY DISCLOSURE OBLIGATIONS EXIST OR THE RESPECTIVE OTHER
PARTY HAS NOT CONSENTED TO THE DISCLOSURE. THE PARTIES MUST ALSO KEEP SECRET ANY
INFORMATION THEY HAVE RECEIVED ABOUT EACH OTHER AND ABOUT THE ENTERPRISES
AFFILIATED WITH THE RESPECTIVE OTHER PARTY AS DEFINED IN SECTION 15 GERMAN STOCK
CORPORATION ACT (AKTG) FROM THE DATE THEY HAVE STARTED TALKS ABOUT THE JOINT
VENTURE, TO THE EXTENT THAT SUCH INFORMATION IS NOT AVAILABLE TO THE PUBLIC OR
(EXCEPT IN CASE OF INFORMATION OF KEMIRA IN RELATION TO KEMIRA TIO2 AND ROCKWOOD
AND ROCKWOOD GERMANY IN RELATION TO JV EUROPE) PREVIOUSLY KNOWN TO THE
DISCLOSING PARTY, OR THE RESPECTIVE OTHER PARTY HAS NOT CONSENTED TO THE
DISCLOSURE OF THE INFORMATION.
24.2
If any disclosure or announcement of confidential matters referred
to in section 24.1 is required by law or by any regulation, rule or any
governmental or quasi governmental authority, such
46
disclosure may be made by the Party which has been addressed upon consultation
of the other Parties.
24.3
Notwithstanding section 24.1, each Party may
disclose the content of this Agreement to any of its Affiliates.
24.4
Any press release or similar disclosure of any Party concerning the
Transaction shall require the prior consent of the other Parties except for
press releases permitted under section 24.2.
25.
MISCELLANEOUS
25.1
THIS AGREEMENT, INCLUDING THE MASTER AGREEMENT AND THE
IMPLEMENTATION AGREEMENT AND THEIR ANNEXES, CONTAIN THE ENTIRE AGREEMENT OF THE
PARTIES WITH