COSTS, SALES, REVENUES,
TECHNOLOGY, RIGHTS, OBLIGATIONS, LIABILITIES AND STRATEGIES ("INFORMATION"),
THAT, UNLESS AND UNTIL THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT SHALL HAVE
BEEN CONSUMMATED OR THIS AGREEMENT IS TERMINATED BY EITHER PARTY IN ACCORDANCE
WITH ITS TERMS, (A) SUCH INFORMATION IS CONFIDENTIAL AND/OR PROPRIETARY TO THE
FURNISHING/DISCLOSING PARTY AND ENTITLED TO AND SHALL RECEIVE TREATMENT AS SUCH
BY THE RECEIVING PARTY; (B) THE RECEIVING PARTY WILL HOLD IN CONFIDENCE AND NOT
DISCLOSE NOR USE (EXCEPT IN RESPECT OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT) ANY SUCH INFORMATION, TREATING SUCH INFORMATION WITH THE SAME DEGREE
OF CARE AND CONFIDENTIALITY AS IT ACCORDS ITS OWN CONFIDENTIAL AND PROPRIETARY
INFORMATION; PROVIDED, HOWEVER, THAT THE RECEIVING PARTY SHALL NOT HAVE ANY
RESTRICTIVE OBLIGATION WITH RESPECT TO ANY INFORMATION WHICH (I) IS AVAILABLE TO
THE GENERAL PUBLIC, (II) IS OR BECOMES PUBLICLY KNOWN THROUGH NO WRONGFUL ACT OR
OMISSION OF THE RECEIVING PARTY, OR (III) IS OR BECOMES KNOWN BY THE RECEIVING
PARTY WITHOUT ANY PROPRIETARY RESTRICTIONS BY THE FURNISHING/DISCLOSING PARTY AT
THE TIME OF RECEIPT OF SUCH INFORMATION; AND (C) ALL SUCH INFORMATION FURNISHED
TO EITHER PARTY BY THE OTHER, UNLESS OTHERWISE SPECIFIED IN WRITING, SHALL
REMAIN THE PROPERTY OF THE FURNISHING/DISCLOSING PARTY AND, IN THE EVENT THIS
AGREEMENT IS TERMINATED, SHALL BE RETURNED TO IT, TOGETHER WITH ANY AND ALL
COPIES MADE THEREOF, UPON REQUEST FOR SUCH RETURN BY IT (EXCEPT FOR DOCUMENTS
SUBMITTED TO A GOVERNMENTAL AGENCY WITH THE CONSENT OF THE FURNISHING/DISCLOSING
PARTY OR UPON SUBPOENA AND WHICH CANNOT BE RETRIEVED WITH REASONABLE EFFORT) AND
IN THE CASE OF (I) ORAL INFORMATION FURNISHED TO ANY PARTY BY THE OTHER WHICH
SHALL HAVE BEEN REDUCED TO WRITING BY THE RECEIVING PARTY AND (II) ALL INTERNAL
DOCUMENTS OF ANY PARTY DESCRIBING, ANALYZING OR OTHERWISE CONTAINING INFORMATION
FURNISHED BY THE OTHER PARTY, ALL SUCH WRITINGS AND DOCUMENTS SHALL BE
DESTROYED, UPON REQUEST, IN THE EVENT THIS AGREEMENT IS TERMINATED, AND EACH
PARTY SHALL CONFIRM IN WRITING TO THE OTHER COMPLIANCE WITH ANY SUCH REQUEST.
13.02
REMEDY.
EACH PARTY HERETO ACKNOWLEDGES THAT THE REMEDY AT LAW FOR
ANY BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTION 13.01 OF THIS
AGREEMENT IS INADEQUATE AND THAT THE OTHER PARTY SHALL BE ENTITLED TO EQUITABLE
REMEDIES, INCLUDING AN INJUNCTION, IN THE EVENT OF BREACH BY ANY OTHER PARTY.
ARTICLE XV
CERTAIN OTHER UNDERSTANDINGS
14.01
POST CLOSING ACCESS TO RECORDS AND RECORDS RETENTION.
(A)
EACH
PARTY AGREES TO PROVIDE THE OTHER WITH ACCESS TO ALL RELEVANT DOCUMENTS AND
OTHER INFORMATION RELATING TO THE FACILITY WHICH MAY BE NEEDED BY SUCH OTHER
PARTY FOR PURPOSES OF PREPARING TAX RETURNS OR RESPONDING TO AN AUDIT BY ANY
GOVERNMENTAL AUTHORITY OR FOR ANY OTHER REASONABLE PURPOSE.
SUCH ACCESS WILL BE
DURING NORMAL BUSINESS HOURS AND NOT UNREASONABLY INTERFERE WITH THE BUSINESS OR
OPERATIONS OF THE OTHER PARTY.
(B)
WITHOUT LIMITING SECTION 14.01(A) ABOVE, IN ORDER TO FACILITATE
THE RESOLUTION OF ANY CLAIMS MADE BY OR AGAINST OR INCURRED BY SELLER AFTER THE
CLOSING, UPON REASONABLE NOTICE, PURCHASER SHALL, AFTER THE CLOSING: