INSTRUMENTS, ACCOUNTS,
CORRESPONDENCE, WRITINGS, EVIDENCES OF TITLE, HISTORIC COMPUTER RECORDS AND
SYSTEMS AND OTHER PAPERS RELATING TO THE SOLD COMPANIES, THE VENTURE ENTITIES
AND THE SUBSIDIARIES IN THEIR POSSESSION AS OF THE CLOSING DATE (THE "BOOKS AND
RECORDS") FOR A PERIOD OF TEN (10) YEARS FROM THE CLOSING DATE OR FOR SUCH
LONGER PERIOD AS MAY BE REQUIRED BY LAW OR ANY APPLICABLE COURT ORDER.
43
(B)
THE BUYER SHALL, AND SHALL CAUSE ITS
AFFILIATES TO, PROVIDE THE SELLER AND ITS REPRESENTATIVES WITH REASONABLE ACCESS
TO SUCH BOOKS AND RECORDS, AND TO PERSONNEL HAVING KNOWLEDGE OF THE WHEREABOUTS
AND/OR CONTENTS OF SUCH BOOKS AND RECORDS, FOR LEGITIMATE BUSINESS REASONS,
INCLUDING, WITHOUT LIMITATION, THE PREPARATION OF FINANCIAL STATEMENTS, TAX
RETURNS OR THE DEFENSE OF LITIGATION OR TAX AUDITS OR FOR PURPOSES OF
DETERMINING LIABILITY UNDER THIS AGREEMENT.
THE SELLER SHALL (AND SHALL CAUSE
ITS REPRESENTATIVES TO) HOLD IN CONFIDENCE AND NOT DISCLOSE TO ANY PERSON, ALL
INFORMATION OBTAINED FROM SUCH BOOKS AND RECORDS AND PERSONNEL IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 5.1(C); PROVIDED, HOWEVER, THAT INFORMATION
CONTAINED IN SUCH BOOKS AND RECORDS OR OTHERWISE DISCLOSED BY PERSONNEL WHICH
(I) WAS IN THE PUBLIC DOMAIN OR (II) BECOMES KNOWN TO THE SELLER (OR ITS
REPRESENTATIVES) FROM OR THROUGH A THIRD PARTY NOT UNDER AN OBLIGATION OF
NON-DISCLOSURE TO THE DISCLOSING PARTY, SHALL NOT BE DEEMED TO BE SUBJECT TO THE
FOREGOING OBLIGATION OF CONFIDENTIALITY; AND PROVIDED, FURTHER, THAT THE SELLER
AND ITS REPRESENTATIVES SHALL NOT BE PREVENTED FROM DISCLOSING ANY INFORMATION
TO THE EXTENT REQUIRED BY ANY LAW, REGULATION OR RULE OF ANY PUBLIC AGENCY OR
OTHER GOVERNMENTAL AUTHORITY OR BY OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT
WITH ANY SECURITIES EXCHANGE OR ANY SECURITIES EXCHANGE REGULATIONS.
5.7
Employee Relations and Benefits.
(A)
IN GENERAL.
(I)
EXCEPT AS OTHERWISE PROVIDED IN THIS
SECTION 5.7, FOR THE PERIOD FROM THE CLOSING DATE THROUGH DECEMBER 31, 2004, THE
BUYER, TO THE EXTENT PERMITTED BY APPLICABLE LAW, SHALL, OR SHALL CAUSE ITS
AFFILIATES TO, PROVIDE (A) EACH TRANSFERRED EMPLOYEE (AS DEFINED BELOW) WITH
SALARY OR WAGES, AS APPLICABLE, AND BONUS OPPORTUNITY AT LEAST EQUAL TO THAT
PROVIDED TO SUCH TRANSFERRED EMPLOYEE IMMEDIATELY PRIOR TO THE CLOSING DATE, AND
(B) EACH EMPLOYEE (AS DEFINED BELOW) WITH EMPLOYEE BENEFITS THAT ARE NO LESS
FAVORABLE IN THE AGGREGATE THAN THE EMPLOYEE BENEFITS PROVIDED TO SUCH EMPLOYEE
IMMEDIATELY PRIOR TO THE CLOSING DATE.
FOR PURPOSES OF THIS AGREEMENT,
"TRANSFERRED EMPLOYEE" MEANS AN EMPLOYEE OF ANY OF THE SOLD COMPANIES OR THE
SUBSIDIARIES IMMEDIATELY PRIOR TO THE CLOSING DATE.
FOR PURPOSES OF THIS
AGREEMENT, "FORMER EMPLOYEE" MEANS A FORMER EMPLOYEE OF ANY OF THE SOLD
COMPANIES OR THE SUBSIDIARIES, IN EACH CASE, WHO IS ENTITLED TO A CURRENT OR
FUTURE BENEFIT FROM THE SELLER, ANY OF THE SOLD COMPANIES, ANY OF THE
SUBSIDIARIES OR ANY ERISA AFFILIATES.
THE TRANSFERRED EMPLOYEES TOGETHER WITH
THE FORMER EMPLOYEES SHALL BE REFERRED TO HEREIN AS "EMPLOYEES".
(II)
THE BUYER AND ITS AFFILIATES SHALL GIVE
EMPLOYEES FULL CREDIT FOR ALL PURPOSES UNDER ANY EMPLOYEE