EMPLOYERS MAINTAINED BY THE SELLERS ("SIMPLE IRA PLAN") TO ROLL OVER THEIR
ACCOUNTS FROM THE SIMPLE IRA PLAN INTO METHODE'S EXISTING 401(K) PLAN OR RETAIN
SUCH ACCOUNTS INDEPENDENTLY.
11.3.
SALES AFTER CLOSING.
AFTER CLOSING, ALL INQUIRIES REGARDING
PRODUCTS OF THE BUYERS, WHETHER RECEIVED BY THE SELLING PARTIES OR AFFILIATES OF
THE SELLING PARTIES, SHALL BE PROMPTLY REFERRED TO THE APPLICABLE BUYER.
11.4.
CONFIDENTIALITY. THE SELLING PARTIES HEREBY ACKNOWLEDGE THAT ALL
TRADE SECRETS INCLUDED IN THE ACQUIRED ASSETS SHALL BE OWNED BY THE BUYERS UPON
AND FOLLOWING CLOSING AND EACH SELLING PARTY HEREBY FURTHER AGREES THAT FROM AND
AFTER THE CLOSING, THE SELLING PARTIES WILL NOT DIRECTLY OR INDIRECTLY DISCLOSE
TO ANYONE (EXCEPT AS REQUIRED BY LAW OR BY A GOVERNMENTAL OR REGULATORY BODY, IN
WHICH EVENT SUCH SELLING PARTY SHALL USE REASONABLE EFFORTS TO NOTIFY METHODE IN
ADVANCE OF SUCH DISCLOSURE) SUCH TRADE SECRETS, OR USE OR EXPLOIT SUCH TRADE
SECRETS.
11.5.
NAMES FOLLOWING THE CLOSING.
IMMEDIATELY FOLLOWING THE CLOSING,
THE SELLING PARTIES SHALL TAKE SUCH FURTHER ACTIONS AS REQUESTED BY METHODE TO
FILE AND MAKE EFFECTIVE THE
39
NAME CHANGE FILINGS AND TO OTHERWISE ALLOW EACH BUYER TO MAKE FULL USE OF THE
NAME "HETRONIC" IN ANY FORM OR COMBINATION, AND THE SELLING PARTIES SHALL NOT
THEREAFTER USE SUCH NAME OR OTHER NAMES ACQUIRED BY THE BUYERS HEREUNDER OR
NAMES CONFUSINGLY SIMILAR THERETO.
11.6.
TAXES AND EXPENSES.
ALL SALES, STAMP AND OTHER TRANSFER TAXES
ASSESSED BY ANY GOVERNMENTAL AUTHORITY IN CONNECTION WITH OR ARISING FROM THIS
AGREEMENT SHALL BE BORNE BY THE SELLING PARTIES AND
THE SELLING PARTIES SHALL
INDEMNIFY, DEFEND AND HOLD THE BUYERS HARMLESS FROM ANY SUCH TRANSFER TAXES.
ALL OTHER COSTS AND EXPENSES SHALL BE BORNE BY THE PARTY INCURRING THE
PARTICULAR COST OR EXPENSE.
11.7.
POST-CLOSING TAX PREPARATION. COOPERATION ON BOOKS AND RECORDS. THE
SELLING PARTIES SHALL DULY PREPARE AND TIMELY FILE ALL TAX RETURNS (AND PAY ALL
CORRESPONDING TAXES) RELATING TO THE SELLING PARTIES WITH RESPECT TO TAX PERIODS
UP TO THE CLOSING DATE WITH THE APPROPRIATE GOVERNMENTAL AUTHORITIES IN ALL
JURISDICTIONS IN WHICH SUCH TAX RETURNS ARE REQUIRED TO BE FILED, WHICH TAX
RETURNS SHALL BE TRUE AND CORRECT AND PREPARED IN ACCORDANCE WITH APPLICABLE LAW
AND WILL PROPERLY REFLECT THE TAXES OF THE SELLING PARTIES FOR THE PERIODS
COVERED THEREBY.
IN ADDITION, UPON METHODE'S REASONABLE REQUEST, EACH OF THE
SELLING PARTIES SHALL (AND SHALL CAUSE THEIR AFFILIATES TO) COOPERATE AND
RENDER, AT ITS OWN EXPENSE, ALL ASSISTANCE NECESSARY TO DULY PREPARE AND MAKE
AVAILABLE TO THE GOVERNMENTAL AUTHORITY ALL BOOKS AND RECORDS FOR TAX PURPOSES
(INCLUDING BUT NOT LIMITED TO A PROPER TRANSFER PRICING DOCUMENTATION) RELATING
TO THE SELLING PARTIES WITH RESPECT TO TAX PERIODS UP TO THE CLOSING DATE IF SO
REQUIRED BY ANY GOVERNMENTAL AUTHORITY.
IN CONNECTION THEREWITH, THE SELLING
PARTIES SHALL PROVIDE TO THE BUYERS (OR PERMIT THE BUYERS OR ANY GOVERNMENTAL
AUTHORITIES TO UTILIZE) ALL TECHNICAL SYSTEMS NECESSARY TO READ SUCH BOOKS AND
RECORDS KEPT IN ELECTRONIC OR PHOTO-OPTICAL FORM AND MAKE THEM ACCESSIBLE TO ANY
GOVERNMENTAL