TO
MEDICAL RECORDS AND OTHER CONFIDENTIAL EMPLOYEE RECORDS SHALL BE SUBJECT TO ALL
APPLICABLE LEGAL REQUIREMENTS.
6.3.4.
SELLER AGREES (I) NOT TO RELEASE ANY PERSON (OTHER THAN BUYER AND
BUYER'S PARENT) FROM ANY CONFIDENTIALITY AGREEMENT NOW EXISTING WITH RESPECT TO
THE ZION ASSETS, OR WAIVE OR AMEND ANY PROVISION THEREOF; AND (II) TO PROMPTLY
AFTER THE CLOSING DATE ASSIGN ANY RIGHTS ARISING UNDER ANY SUCH CONFIDENTIALITY
AGREEMENT (TO THE EXTENT ASSIGNABLE) TO BUYER AND BUYER'S PARENT.
6.3.5.
NOTWITHSTANDING THE TERMS OF SECTION 6.3.2, PRIOR TO THE CLOSING,
BUYER, BUYER'S PARENT AND GUARANTOR MAY REVEAL OR DISCLOSE PROPRIETARY
INFORMATION TO ANY OTHER PERSONS AS REASONABLY REQUIRED IN CONNECTION WITH
BUYER'S, BUYER'S PARENT'S OR GUARANTOR'S OBTAINING THE IRREVOCABLE LETTER OF
CREDIT OR CONSENTS FROM THIRD PARTIES, INCLUDING BUYER'S PARENT'S EXISTING
LENDERS, AND, TO THE EXTENT THAT SELLER CONSENTS, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD, TO EXISTING AND POTENTIAL SUPPLIERS, AND TO SUCH PERSONS
WITH WHOM BUYER AND BUYER'S PARENT EXPECT IT MAY HAVE BUSINESS DEALINGS
REGARDING THE ZION ASSETS FROM AND AFTER THE CLOSING DATE OTHER THAN ANY PERSON
WHO IS A COMPETITOR OF SELLER; PROVIDED, HOWEVER, THAT ALL SUCH PERSONS AGREE IN
WRITING TO MAINTAIN THE CONFIDENTIALITY OF THE SELLER PROPRIETARY INFORMATION ON
SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THOSE CONTAINED IN SECTION 6.2.2;
AND PROVIDED, FURTHER, THAT BUYER, BUYER'S PARENT AND GUARANTOR SHALL BE
RESPONSIBLE FOR ANY BREACH BY ANY SUCH PERSONS OF SUCH CONFIDENTIALITY
OBLIGATIONS.
6.3.6.
BUYER, BUYER'S PARENT AND GUARANTOR AGREE THAT, PRIOR TO THE CLOSING
DATE, THEY WILL NOT CONTACT ANY VENDORS, SUPPLIERS, EMPLOYEES, OR OTHER
CONTRACTING PARTIES OF
50
SELLER OR SELLER'S AFFILIATES WITH RESPECT TO ANY ASPECT OF THE ZION ASSETS OR
THE TRANSACTIONS CONTEMPLATED HEREBY, WITHOUT THE PRIOR WRITTEN CONSENT OF
SELLER, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
6.3.7.
UPON BUYER'S, BUYER'S PARENT'S OR GUARANTOR'S OR SELLER'S (AS THE
CASE MAY BE) PRIOR WRITTEN APPROVAL (WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD), SELLER, OR BUYER, BUYER'S PARENT OR GUARANTOR (AS THE CASE MAY BE)
MAY PROVIDE PROPRIETARY INFORMATION OF ANY OTHER PARTY TO THE NRC OR ANY OTHER
GOVERNMENTAL AUTHORITY HAVING JURISDICTION OVER THE ZION ASSETS OR ANY PORTION
THEREOF, AS MAY BE NECESSARY TO OBTAIN SELLER'S REQUIRED REGULATORY APPROVALS OR
BUYER'S OR BUYER'S PARENT'S REQUIRED REGULATORY APPROVALS, RESPECTIVELY.
THE
DISCLOSING PARTY SHALL SEEK CONFIDENTIAL TREATMENT FOR THE PROPRIETARY
INFORMATION PROVIDED TO ANY SUCH GOVERNMENTAL AUTHORITY AND THE DISCLOSING PARTY
SHALL NOTIFY THE OTHER PARTY WHOSE PROPRIETARY INFORMATION IS TO BE DISCLOSED,
AS FAR IN ADVANCE AS REASONABLY PRACTICAL, OF ITS INTENTION TO RELEASE TO ANY
GOVERNMENTAL AUTHORITY ANY SUCH PROPRIETARY INFORMATION. IN THE EVENT THAT
DISCLOSURE OF PROPRIETARY INFORMATION IS REQUIRED BY ORDER OF A COURT OR OTHER
GOVERNMENTAL AUTHORITY OR BY SUBPOENA OR OTHER SIMILAR LEGAL PROCESS, THE PARTY
SUBJECT TO SUCH ORDER, SUBPOENA OR OTHER LEGAL PROCESS SHALL, TO THE EXTENT
PERMITTED BY LAW, NOTIFY THE OTHER PARTY WHOSE PROPRIETARY INFORMATION IS TO BE
DISCLOSED AND THE PARTIES SHALL CONSULT AND COOPERATE IN SEEKING A PROTECTIVE
ORDER