(A)
AB OR ANOTHER SELLER AFFILIATE SHALL DELIVER TO HOEFER REASONABLE PRIOR WRITTEN
NOTICE THEREOF, AND (B) AB OR ANOTHER SELLER AFFILIATE SHALL PAY HOEFER AS
FOLLOWS:
(I)
[OMITTED MATERIAL], IF THE INTEGRATION
DATE OCCURS DURING CONTRACT YEAR ONE, CONTRACT YEAR TWO OR CONTRACT YEAR THREE;
(II)
[OMITTED MATERIAL], IF THE INTEGRATION
DATE OCCURS DURING CONTRACT YEAR FOUR;
(III)
[OMITTED MATERIAL], IF THE INTEGRATION DATE
OCCURS DURING CONTRACT YEAR FIVE; OR
(IV)
[OMITTED MATERIAL], IF THE INTEGRATION DATE
OCCURS DURING THE TERM AFTER CONTRACT YEAR FIVE.
22
Upon making the foregoing payment, the restrictions set forth in
Section 15.1(b)(i) shall have no further effect with respect to any acquisition
transaction described in Section 15.1(b).
Each applicable Seller Affiliate
shall continue to comply with the obligations set forth in Section 15.1(b)(ii)
and (iii).
15.3
EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, ALL
TERMS AND CONDITIONS OF THIS AGREEMENT WILL REMAIN IN FULL FORCE AND EFFECT
SUBSEQUENT TO AN ACQUISITION TRANSACTION DESCRIBED IN SECTION 15.1(B) OR
15.1(C); PROVIDED THAT NO PRODUCT OF A QUALIFIED COMPANY OR NON-QUALIFIED
COMPANY (OR ANY OF ANY SUCH ENTITY'S AFFILIATES IN EXISTENCE PRIOR TO THE
EFFECTIVE DATE OF SUCH A TRANSACTION) INVOLVED IN SUCH A TRANSACTION WILL BE
DEEMED TO BE A PRODUCT UNDER THIS AGREEMENT.
16.
Confidential Information.
16.1
IN THE COURSE OF PERFORMING THIS AGREEMENT, THE
PARTIES MAY DISCLOSE TO EACH OTHER CONFIDENTIAL INFORMATION. "CONFIDENTIAL
INFORMATION" SHALL MEAN ANY INFORMATION OR DATA, WHETHER OR NOT IN WRITING,
PERTAINING TO THE BUSINESS, PRODUCTS, SERVICES OR TECHNOLOGY OF EITHER PARTY
WHICH IS DISCLOSED BY A PARTY (THE "DISCLOSING PARTY") TO THE OTHER PARTY (THE
RECEIVING PARTY") THAT THE DISCLOSING PARTY HAS EITHER MARKED AS CONFIDENTIAL OR
PROPRIETARY, OR HAS IDENTIFIED IN WRITING AS CONFIDENTIAL OR PROPRIETARY WITHIN
FIFTEEN (15) DAYS OF DISCLOSURE TO THE RECEIVING PARTY, EXCEPT THAT THE
FOLLOWING WILL BE DEEMED CONFIDENTIAL INFORMATION EVEN IF NOT SO MARKED OR
IDENTIFIED:
DISCLOSING PARTY'S BUSINESS PLANS, BUSINESS METHODOLOGIES, BUSINESS
STRATEGIES, TECHNOLOGIES, CUSTOMERS AND UNPUBLISHED DEALER, CUSTOMER AND OTHER
PRICES RELATING TO PRODUCTS.
THE TERMS OF THIS AGREEMENT SHALL BE CONSIDERED
CONFIDENTIAL INFORMATION OF BOTH PARTIES; PROVIDED, THAT, NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, EITHER PARTY MAY FILE A COPY OF THIS AGREEMENT
WITH APPROPRIATE REGULATORY AUTHORITIES IN ORDER TO COMPLY WITH ANY OBLIGATION
IT MAY HAVE UNDER ANY APPLICABLE SECURITIES LAWS OR REGULATIONS; PROVIDED,
HOWEVER, THAT ANY SUCH FILING PARTY SHALL REQUEST CONFIDENTIAL TREATMENT OF THE
DOLLAR AMOUNTS, NUMERICAL PERCENTAGES AND MATHEMATICAL FORMULAE RELATING TO
TRANSFER PRICES, MINIMUM PURCHASES, LIQUIDATED DAMAGES AND PRICE INCREASES, AND
THE NAMES OF THE RESTRICTED DISTRIBUTORS, IN EACH CASE WITH SUCH LEVEL OF
REDACTION OR OTHER MEANS AS SUCH PARTY MAY REASONABLY DETERMINE.
ALL
CONFIDENTIAL INFORMATION SHALL REMAIN THE SOLE PROPERTY OF THE DISCLOSING PARTY,
AND THE RECEIVING PARTY SHALL HAVE NO INTEREST IN OR RIGHTS WITH RESPECT THERETO
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT.
EACH PARTY AGREES: (A) NOT TO
USE ANY CONFIDENTIAL INFORMATION OF THE OTHER PARTY FOR ANY PURPOSE EXCEPT IN
THE PERFORMANCE OF ITS OBLIGATIONS UNDER