ANY CONFIDENTIAL INFORMATION TO ANY TRIBUNAL, BUYER GROUP MAY
DISCLOSE THE CONFIDENTIAL INFORMATION TO THE TRIBUNAL; PROVIDED, HOWEVER, THAT
THE DISCLOSING MEMBER OF BUYER GROUP SHALL USE HIS OR ITS COMMERCIALLY
REASONABLE EFFORTS TO OBTAIN, AT THE REASONABLE REQUEST OF THE SELLERS, AN ORDER
OR OTHER ASSURANCE THAT CONFIDENTIAL TREATMENT WILL BE ACCORDED TO SUCH PORTION
OF THE CONFIDENTIAL INFORMATION REQUIRED TO BE DISCLOSED AS THE SELLERS SHALL
DESIGNATE.
(C)
FOR THE PURPOSES OF THIS SECTION 5.7, THE
TERM "CONFIDENTIAL INFORMATION" SHALL MEAN ALL INFORMATION ACQUIRED BY BUYER
GROUP FROM THE SELLERS, THE CORPORATIONS OR THEIR REPRESENTATIVES WITH RESPECT
TO THE BUSINESS OF THE CORPORATIONS OTHER THAN INFORMATION GENERALLY AVAILABLE
TO THE PUBLIC (OTHER THAN AS A RESULT OF DISCLOSURE BY BUYER GROUP OR ITS
REPRESENTATIVES IN VIOLATION OF THIS SECTION 5.7) AND INFORMATION WHICH BECOMES
AVAILABLE TO BUYER GROUP ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN
THE SELLERS OR THE CORPORATIONS OR THEIR REPRESENTATIVES (PROVIDED THAT SUCH
SOURCE IS NOT KNOWN BY BUYER GROUP TO BE BOUND BY A CONFIDENTIALITY AGREEMENT
WITH, OR OTHER OBLIGATION OF SECRECY TO THE SELLERS, THE CORPORATIONS OR ANOTHER
PARTY).
IF THE CLOSING DOES NOT OCCUR, ALL CONFIDENTIAL INFORMATION IN WRITTEN
OR PRINTED OR OTHER TANGIBLE FORM (WHETHER COPIES OR ORIGINALS) HELD BY BUYER
GROUP SHALL BE RETURNED TO TRACE AND ALL DOCUMENTS, MEMORANDA, NOTES AND OTHER
WRITINGS WHATSOEVER PREPARED BY BUYER GROUP BASED ON THE CONFIDENTIAL
INFORMATION SHALL BE DESTROYED AND, UPON WRITTEN REQUEST OF TRACE, THE BUYER
SHALL PROVIDE CONFIRMATION FROM ITSELF AND EACH ENTITY WHICH COMPRISES BUYER
GROUP OF COMPLIANCE WITH THIS PROVISION.
ARTICLE VI.
POST-CLOSING COVENANTS
The Parties agree as follows with respect to the period following the Closing.
SECTION 6.1
GENERAL.
In case at any time after the Closing any further action is necessary or
desirable to carry out the purposes of this Agreement, each of the Parties will
take such further action (including the execution and delivery of such further
instruments and documents) as any other Party reasonably may request, all at the
sole cost and expense of the requesting Party (unless the requesting Party is
entitled to indemnification therefor under Article VIII below).
The Sellers
acknowledge and agree that from and after the Closing the Buyer will be entitled
to possession of all documents, books, records (including Tax records),
agreements, and financial data of any sort relating to the Corporations.
After
Closing, the Sellers shall have access to all documents, books, records
(including Tax records), agreements, and financial data of any sort relating to
the
46
Corporations at their sole cost and expense, and such records shall not be
destroyed prior to the expiration of five years following the Closing Date,
unless otherwise agreed to by the Parties.
SECTION 6.2
LITIGATION SUPPORT.
In the event and for so long as any Party actively is contesting or defending
against any action, suit, proceeding, hearing, investigation, charge, complaint,
claim, or demand in connection with (i) any transaction contemplated under this
Agreement or (ii) any fact, situation,