COMPANY, ANY COMPANY SUBSIDIARY OR THE PURCHASER.
FOLLOWING THE CLOSING
AND UNTIL THE EXPIRATION OF THE REPRESENTATIONS AND WARRANTIES SET
41
FORTH IN SECTION 2.17 OR ANY CLAIM FOR INDEMNIFICATION MADE WITH RESPECT TO
SECTION 2.17, THE PURCHASER SHALL CAUSE THE COMPANY AND THE COMPANY
SUBSIDIARIES, PRIOR TO FILING ANY AMENDED INCOME TAX RETURN RELATING TO TAXES OF
THE COMPANY OR ANY COMPANY SUBSIDIARY FOR ANY TAX PERIOD ENDING ON OR PRIOR TO
THE CLOSING DATE, TO SUBMIT SUCH TAX RETURN TO THE STOCKHOLDER REPRESENTATIVE
FOR THE SELLERS' APPROVAL, WHICH SHALL NOT BE UNREASONABLY, WITHHELD, DELAYED OR
CONDITIONED.
ANY ACCESS PURSUANT TO THIS SECTION 5.5(C) OR SECTION 1.6, ANY
INFORMATION RETAINED AFTER THE CLOSING BY ANY SELLER RELATED TO THE COMPANY OR
ANY COMPANY SUBSIDIARY AND ANY TAX RETURN SUBMITTED TO THE SELLERS OR THE
STOCKHOLDER REPRESENTATIVE PURSUANT TO THIS SECTION 5(C) SHALL BE SUBJECT TO THE
FOLLOWING TERMS:
(I)
THE INFORMATION LEARNED BY THE SELLERS
AND THEIR REPRESENTATIVES FROM SUCH ACCESS (THE "PURCHASER INFORMATION") SHALL
BE TREATED BY THE SELLERS AND THEIR REPRESENTATIVES AS CONFIDENTIAL INFORMATION
UNLESS AND UNTIL (I) SUCH PURCHASER INFORMATION BECOMES GENERALLY AVAILABLE TO
THE PUBLIC THROUGH NO ACT OR FAILURE TO ACT BY THE SELLERS OR THEIR
REPRESENTATIVES; (II) SUCH PURCHASER INFORMATION IS DISCLOSED TO THE SELLERS OR
THEIR REPRESENTATIVES AFTER THE DATE OF THIS AGREEMENT ON A NON-CONFIDENTIAL
BASIS BY A THIRD PARTY NOT BOUND BY OBLIGATIONS OF CONFIDENTIALITY WITH RESPECT
TO SUCH PURCHASER INFORMATION; OR (III) SUCH PURCHASER INFORMATION IS
INDEPENDENTLY ACQUIRED OR DEVELOPED BY THE SELLERS OR THEIR REPRESENTATIVES
WITHOUT RELIANCE ON, OR THE USE OF, ANY OF THE PURCHASER INFORMATION; PROVIDED,
HOWEVER, THAT THE FOREGOING SHALL NOT RESTRICT ANY SELLER'S ABILITY TO MAKE
DISCLOSURES OF PURCHASER INFORMATION TO ITS LIMITED PARTNERS, CO-INVESTORS,
POTENTIAL INVESTORS, FINANCING SOURCES, PLACEMENT AGENTS AND DEBTHOLDERS, EACH
OF WHOM SHALL BE SUBJECT TO CUSTOMARY CONFIDENTIALITY OBLIGATIONS (COLLECTIVELY,
THE "PERMITTED DISCLOSURE RECIPIENTS").
(II)
THE SELLERS RECOGNIZE AND ACKNOWLEDGE THE
COMPETITIVE VALUE AND CONFIDENTIAL AND PROPRIETARY NATURE OF THE PURCHASER
INFORMATION AND THAT DAMAGE COULD RESULT TO THE PURCHASER, THE COMPANY AND THE
COMPANY SUBSIDIARIES IF ANY OF THE PURCHASER INFORMATION IS DISCLOSED TO ANY
THIRD PARTY OTHER THAN A PERMITTED DISCLOSURE RECIPIENT.
(III)
EXCEPT AS PROVIDED ABOVE WITH RESPECT TO THE
PERMITTED DISCLOSURE RECIPIENTS, THE SELLERS AND THEIR REPRESENTATIVES WILL USE
THE PURCHASER INFORMATION SOLELY FOR PURPOSES RELATED TO EXERCISING THEIR RIGHTS
AND PERFORMING THEIR OBLIGATIONS UNDER THIS AGREEMENT AND FOR MATTERS RELATED TO
THEM IN THEIR CAPACITIES AS THE FORMER OWNERS AND STOCKHOLDERS OF THE COMPANY
AND THE COMPANY SUBSIDIARIES.
(IV)
THE SELLERS SHALL, AND SHALL CAUSE THEIR
REPRESENTATIVES TO, EXERCISE REASONABLE CARE TO PREVENT DISCLOSURE TO ANY THIRD
PARTY OF PURCHASER INFORMATION RECEIVED BY THEM PURSUANT TO THIS SECTION 5.5(C),
EXCEPT AS MAY BE NECESSARY OR APPROPRIATE FOR THE PURPOSES DESCRIBED IN SECTION
5.5(C)(III), AND THE SELLERS WILL TAKE PRECAUTIONS TO PROTECT SUCH PURCHASER
INFORMATION AT LEAST AS GREAT AS THEY TAKE TO PROTECT THEIR OWN CONFIDENTIAL
INFORMATION.
(D)
THE SELLERS, ON THE ONE HAND,