PUBLIC ANNOUNCEMENT OR COMMUNICATION SHALL BE MADE OR
CAUSED TO BE MADE CONCERNING THE EXECUTION OR PERFORMANCE OF THIS AGREEMENT
UNLESS THE PARTIES SHALL HAVE AGREED IN ADVANCE AS TO THE CONTENTS THEREOF,
EXCEPT AS SUCH RELEASE OR ANNOUNCEMENT MAY BE REQUIRED BY LAW OR THE RULES OR
REGULATIONS OF ANY APPLICABLE UNITED STATES SECURITIES EXCHANGE OR GOVERNMENTAL
AUTHORITY TO WHICH THE RELEVANT PARTY IS SUBJECT OR SUBMITS, IN WHICH CASE THE
PARTY REQUIRED TO MAKE THE RELEASE OR ANNOUNCEMENT SHALL USE ITS REASONABLE BEST
EFFORTS TO ALLOW EACH OTHER PARTY REASONABLE TIME TO COMMENT ON SUCH RELEASE OR
ANNOUNCEMENT IN ADVANCE OF SUCH ISSUANCE, IT BEING UNDERSTOOD THAT THE FINAL
FORM AND CONTENT OF ANY SUCH RELEASE OR ANNOUNCEMENT, TO THE EXTENT SO REQUIRED,
SHALL BE AT THE FINAL DISCRETION OF THE DISCLOSING PARTY.
(B)
FOR PURPOSES OF THIS SECTION 7.8, "CONFIDENTIAL INFORMATION" MEANS
CONFIDENTIAL INFORMATION IN THE POSSESSION OR CONTROL OF AN ASSET SELLING
CORPORATION THAT RELATES TO THE CONVEYED ASSETS, INCLUDING TECHNICAL,
MANUFACTURING OR MARKETING INFORMATION, IDEAS, METHODS, DEVELOPMENTS,
INVENTIONS, IMPROVEMENTS, BUSINESS PLANS, TRADE SECRETS, SCIENTIFIC OR
STATISTICAL DATA, DIAGRAMS, DRAWINGS, SPECIFICATIONS OR OTHER PROPRIETARY
INFORMATION RELATING THERETO, TOGETHER WITH ALL NOTES, ANALYSES, COMPILATIONS,
FORECASTS, STUDIES OR OTHER DOCUMENTS, RECORDS OR DATA PREPARED BY AN ASSET
SELLING CORPORATION OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES,
REPRESENTATIVES (INCLUDING ATTORNEYS, ACCOUNTANTS, CONSULTANTS, BANKERS AND
FINANCIAL AND OTHER ADVISORS) OR AGENTS (COLLECTIVELY, "REPRESENTATIVES") WHICH
CONTAIN OR OTHERWISE REFLECT OR ARE GENERATED FROM SUCH INFORMATION.
THE TERM
"CONFIDENTIAL INFORMATION" DOES NOT INCLUDE INFORMATION WHICH (I) IS OR BECOMES
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY AN
ASSET SELLING CORPORATION OR ITS REPRESENTATIVES, OR (II) IS OR BECOMES
AVAILABLE TO AN ASSET SELLING CORPORATION ON A NON-CONFIDENTIAL BASIS FROM A
SOURCE THAT IS NOT BOUND BY A CONFIDENTIALITY AGREEMENT WITH, OR OTHER
CONTRACTUAL, LEGAL OR FIDUCIARY OBLIGATION OF CONFIDENTIALITY TO, PURCHASER OR
ANY OTHER PERSON WITH RESPECT TO SUCH INFORMATION.
(C)
EACH ASSET SELLING CORPORATION SHALL TREAT ALL CONFIDENTIAL
INFORMATION AS CONFIDENTIAL, PRESERVE THE CONFIDENTIALITY THEREOF AND NOT
DISCLOSE ANY CONFIDENTIAL INFORMATION, EXCEPT IN CONNECTION WITH THE
TRANSACTIONS CONTEMPLATED HEREBY AND BY THE ANCILLARY AGREEMENTS, OR IN
CONNECTION WITH THE EXERCISE OF RIGHTS OR THE SATISFACTION OF OBLIGATIONS
HEREUNDER OR THEREUNDER.
EACH ASSET SELLING CORPORATION SHALL USE ALL
REASONABLE EFFORTS TO CAUSE ITS REPRESENTATIVES TO TREAT ALL CONFIDENTIAL
INFORMATION AS CONFIDENTIAL, PRESERVE THE CONFIDENTIALITY THEREOF AND NOT
DISCLOSE ANY CONFIDENTIAL INFORMATION, AS PROVIDED HEREIN.
EACH ASSET SELLING
CORPORATION SHALL BE RESPONSIBLE FOR ANY BREACH OF THIS AGREEMENT BY ANY OF ITS
REPRESENTATIVES.
IF, HOWEVER, AN ASSET SELLING CORPORATION IS MADE AWARE THAT
CONFIDENTIAL INFORMATION HAS BEEN DISCLOSED AS PROHIBITED
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HEREIN BY IT OR ITS REPRESENTATIVES, PARENT SHALL IMMEDIATELY NOTIFY PURCHASER
IN WRITING AND TAKE ALL REASONABLE STEPS REQUIRED TO PREVENT FURTHER DISCLOSURE.
(D)
IF AN ASSET SELLING CORPORATION OR ANY OF ITS REPRESENTATIVES IS
REQUESTED OR REQUIRED (BY ORAL QUESTIONS, INTERROGATORIES, REQUESTS FOR
INFORMATION OR DOCUMENTS IN LEGAL PROCEEDINGS, SUBPOENA, CIVIL INVESTIGATIVE
DEMAND OR