TAX RETURNS OR PORTIONS THEREOF AND
FILINGS, FILES, BOOKS, RECORDS, DOCUMENTS, FINANCIAL, TECHNICAL AND OPERATING
DATA, COMPUTER RECORDS AND OTHER INFORMATION AS MAY BE REASONABLY REQUESTED,
INCLUDING, WITHOUT LIMITATION, (A) FOR THE PREPARATION BY SUCH OTHER PARTY OF
ANY TAX RETURNS OR (B) IN CONNECTION WITH ANY TAX AUDIT OR PROCEEDING INCLUDING
ONE PARTY (OR AN AFFILIATE THEREOF) TO THE EXTENT SUCH TAX AUDIT OR PROCEEDING
RELATES TO OR ARISES FROM THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
7.3
Nonsolicitation.
(A)
FOR A PERIOD OF FIVE (5) YEARS FROM THE DATE OF THIS AGREEMENT,
NEITHER SELLER NOR MFFB SHALL, AND MFFB SHALL CAUSE EACH OF ITS AFFILIATES NOT
TO, DIRECTLY OR INDIRECTLY, ON ITS OWN BEHALF, AS AN AGENT OF, ON BEHALF OF OR
IN CONJUNCTION WITH, OR AS A MEMBER, PARTNER OR SHAREHOLDER OF, ANY OTHER FIRM,
CORPORATION OR OTHER ENTITY OR PERSON INDUCE ANY FORMER EMPLOYEE, LICENSEE,
INDEPENDENT CONTRACTOR, MANUFACTURER, SUPPLIER OR FRANCHISEE OF EITHER SELLER
WITH RESPECT TO THE BUSINESSES, TO TERMINATE HIS OR HER EMPLOYMENT OR
RELATIONSHIP, AS APPLICABLE, WITH BUYER OR ITS AFFILIATES.
(B)
BUYER AND PARENT ARE ENTITLED (WITHOUT LIMITATION OF ANY OTHER REMEDY) TO
SPECIFIC PERFORMANCE AND/OR INJUNCTIVE RELIEF WITH RESPECT TO ANY BREACH OR
THREATENED BREACH OF THE COVENANTS IN THIS SECTION 7.3, WITHOUT THE NEED TO POST
ANY BOND.
IF ANY COURT OF COMPETENT JURISDICTION AT ANY TIME DEEMS THE TIME
PERIODS FOR THE FOREGOING COVENANTS TOO LENGTHY OR THE SCOPE OF THE COVENANTS
TOO BROAD, THE RESTRICTIVE TIME PERIODS WILL BE DEEMED TO BE THE LONGEST PERIOD
PERMISSIBLE BY LAW, AND THE SCOPE WILL BE DEEMED TO COMPRISE THE BROADEST SCOPE
PERMISSIBLE BY LAW UNDER THE CIRCUMSTANCES.
IT IS THE INTENT OF THE PARTIES TO
PROTECT AND PRESERVE THE BUSINESSES AND THE PURCHASED ASSETS AND THEREFORE THE
PARTIES AGREE AND DIRECT THAT THE TIME PERIOD AND SCOPE OF THE FOREGOING
COVENANTS WILL BE THE MAXIMUM PERMISSIBLE DURATION (NOT TO EXCEED FIVE
(5) YEARS) AND SIZE.
7.4
Further Assurances.
From time to time following the Closing, each party
shall execute and deliver, or cause to be executed and delivered, such
instruments and documents as a party may reasonably request or as may be
otherwise necessary to more effectively consummate the transactions contemplated
hereby.
Following the Closing, the Sellers agree to forward to Buyer any
correspondence or other communications addressed to the Sellers received by them
that relates to the Purchased Assets or Assumed Liabilities.
7.5
Audit.
The Sellers shall use commercially reasonable efforts to cause
KPMG LLP, within seventy (70) days of the Closing Date, to (x) audit the
financial statements of each Seller for 2005, 2006 and 2007 in a manner meeting
the requirements of Regulation S-X under the Securities Act (the "SEC Financial
Statements"); (y) review the proposed pro forma adjustments specific to the
Sellers' financial information to be included in the pro forma financial
statements that Parent intends to file in reports filed pursuant to the Exchange
Act; and (z) take such other similar actions reasonably requested by Buyer,