AND PROVIDE SUCH TESTIMONY AND ACCESS TO THEIR BOOKS AND RECORDS UPON REASONABLE
NOTICE AS SHALL BE NECESSARY IN CONNECTION WITH THE CONTEST OR DEFENSE, ALL AT
THE SOLE COST AND EXPENSE OF THE CONTESTING OR DEFENDING PARTY (UNLESS THE
CONTESTING OR DEFENDING PARTY IS ENTITLED TO INDEMNIFICATION THEREFOR UNDER
ARTICLE VIII BELOW).
SECTION 6.3
TRANSITION.
FOR A PERIOD OF TWO YEARS AFTER THE CLOSING,
NONE OF THE SELLERS WILL TAKE ANY ACTION THAT IS DESIGNED OR INTENDED TO HAVE
THE EFFECT OF DISCOURAGING ANY LESSOR, LICENSOR, CUSTOMER, SUPPLIER, OR OTHER
BUSINESS ASSOCIATE OF THE ACQUIRED ENTITIES FROM MAINTAINING THE SAME BUSINESS
RELATIONSHIPS WITH THE ACQUIRED ENTITIES AFTER THE CLOSING AS IT MAINTAINED WITH
THE ACQUIRED ENTITIES PRIOR TO THE CLOSING, EXCEPT TO THE EXTENT THAT SUCH
ACTION (A) IS TAKEN BY THE SELLERS IN THE COURSE OF EXERCISING ANY OF THEIR
RIGHTS PURSUANT TO THIS AGREEMENT OR DEFENDING ANY CLAIM MADE AGAINST THE
SELLERS PURSUANT TO THIS AGREEMENT OR (B) RESULTS FROM ANY ACTIVITY UNDERTAKEN
AFTER THE CLOSING DATE, OF THE SELLERS OR ANY ENTITY IN WHICH IT HAS AN
INVESTMENT, INCLUDING ANY BUSINESS ACTIVITIES THAT COMPETE DIRECTLY WITH THE
BUSINESSES OF THE ACQUIRED ENTITIES AS CONSTITUTED ON THE CLOSING DATE OR
ANYTIME THEREAFTER.
THE SELLERS WILL REFER ALL CUSTOMER INQUIRIES THEY RECEIVE
RELATING TO THE BUSINESS OF THE ACQUIRED ENTITIES TO THE BUYER AFTER THE
CLOSING.
SECTION 6.4
CONFIDENTIALITY.
(A)
EACH OF THE SELLERS WILL TREAT AND HOLD AS SUCH ALL OF THE
CONFIDENTIAL INFORMATION, AND REFRAIN FROM USING ANY OF THE CONFIDENTIAL
INFORMATION EXCEPT IN CONNECTION WITH THIS AGREEMENT, AND AFTER THE CLOSING DATE
DELIVER PROMPTLY TO BUYER OR DESTROY, AT THE REQUEST AND OPTION OF BUYER, ALL
TANGIBLE EMBODIMENTS (AND ALL COPIES) OF THE CONFIDENTIAL INFORMATION WHICH ARE
IN ITS POSSESSION, EXCEPT TO THE EXTENT THAT SUCH CONFIDENTIAL INFORMATION IS
CONTAINED WITHIN OTHER DOCUMENTS THAT DO NOT OTHERWISE CONSTITUTE CONFIDENTIAL
INFORMATION OR ARE OTHERWISE NECESSARY TO PERMIT THE SELLERS TO MAINTAIN THEIR
OWN RECORDS, AS THEY DETERMINE IN THEIR DISCRETION, IN ORDER TO ASSERT THEIR
RIGHTS PURSUANT TO THIS AGREEMENT OR DEFEND AGAINST ANY CLAIM MADE BY THE BUYER
PURSUANT TO THIS AGREEMENT.
(B)
IN THE EVENT THAT ANY OF THE SELLERS IS REQUESTED OR REQUIRED (BY
ORAL QUESTION OR REQUEST FOR INFORMATION OR DOCUMENTS IN ANY LEGAL PROCEEDING,
INTERROGATORY, SUBPOENA, CIVIL
44
INVESTIGATIVE DEMAND, OR SIMILAR PROCESS) TO DISCLOSE ANY CONFIDENTIAL
INFORMATION, THAT THE SELLERS WILL NOTIFY THE BUYER PROMPTLY OF THE REQUEST OR
REQUIREMENT SO THAT THE BUYER MAY SEEK AN APPROPRIATE PROTECTIVE ORDER OR WAIVE
COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 6.4.
IF, IN THE ABSENCE OF A
PROTECTIVE ORDER OR THE RECEIPT OF A WAIVER HEREUNDER, ANY OF THE SELLERS IS, ON
THE ADVICE OF COUNSEL, COMPELLED TO DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY
TRIBUNAL OR ELSE STAND LIABLE FOR CONTEMPT, THE SELLERS MAY DISCLOSE THE
CONFIDENTIAL INFORMATION TO THE TRIBUNAL; PROVIDED, HOWEVER, THAT THE DISCLOSING
SELLER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO OBTAIN, AT THE
REASONABLE REQUEST OF