OF THE EXCLUDED BUSINESS OR ANY OTHER BUSINESS OTHER THAN
THE BUSINESS IN THE JURISDICTION.
(D)
IF ANY OF THE PEEK PARTIES, OR ANY OF ITS REPRESENTATIVES, OR ANY
AUTHORIZED PERSON TO WHOM ANY OF THE PEEK PARTIES SUPPLIES CONFIDENTIAL
INFORMATION, RECEIVES A REQUEST TO DISCLOSE ALL OR ANY PART OF THE CONFIDENTIAL
INFORMATION UNDER THE TERMS OF A SUBPOENA OR ORDER ISSUED BY A COURT OR BY A
GOVERNMENTAL BODY, THE PEEK PARTIES AGREES:
(I)
TO NOTIFY THE COMPANY IMMEDIATELY OF THE EXISTENCE, TERMS AND
CIRCUMSTANCES SURROUNDING EACH REQUEST;
(II)
TO CONSULT WITH THE COMPANY ON THE ADVISABILITY OF TAKING LEGALLY
AVAILABLE STEPS TO RESIST OR NARROW SUCH REQUEST; AND
(III)
IF IN THE OPINION OF COUNSEL ACCEPTABLE TO THE PEEK PARTIES
DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION IS REQUIRED TO PREVENT THE PEEK
PARTIES FROM BEING HELD IN CONTEMPT, OR SUBJECT TO OTHER PENALTY, TO FURNISH
ONLY SUCH PORTION OF THE CONFIDENTIAL INFORMATION AS, IN THE WRITTEN OPINION OF
COUNSEL, IT IS LEGALLY COMPELLED TO DISCLOSE AND TO EXERCISE ITS BEST EFFORTS TO
OBTAIN AN ORDER OR OTHER RELIABLE ASSURANCE THAT CONFIDENTIAL TREATMENT WILL BE
ACCORDED TO THE DISCLOSED CONFIDENTIAL INFORMATION.
(E)
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, ANY PARTY
TO THIS AGREEMENT (AND ANY EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF ANY PARTY
TO THIS AGREEMENT) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF
ANY KIND, THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED
BY THE ASSET PURCHASE AGREEMENT (THE "TRANSACTIONS") AND ALL MATERIALS OF ANY
KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE PROVIDED TO IT RELATING
TO SUCH TAX TREATMENT AND TAX STRUCTURE.
HOWEVER, SUCH DISCLOSURE MAY NOT BE
MADE TO THE EXTENT THAT THE DISCLOSURE IS RESTRICTED TO COMPLY WITH ANY
SECURITIES LAWS.
MOREOVER, SUCH DISCLOSURE MAY NOT BE MADE UNTIL THE EARLIER OF
(I) THE DATE OF THE PUBLIC ANNOUNCEMENT OF DISCUSSIONS RELATING TO THE
TRANSACTIONS, (II) THE DATE OF THE PUBLIC ANNOUNCEMENT OF THE TRANSACTIONS OR
(III) THE DATE OF EXECUTION OF AN AGREEMENT TO ENTER INTO THE TRANSACTIONS.
IN
CONNECTION WITH THE FOREGOING, ANY PARTY TO THIS AGREEMENT SHALL BE FREE TO
CONSULT ANY TAX ADVISOR REGARDING
3
THE TAX TREATMENT OR TAX STRUCTURE OF THE TRANSACTIONS.
FOR PURPOSES OF THIS
PARAGRAPH, THE TAX TREATMENT OF THE TRANSACTIONS IS THE PURPORTED OR CLAIMED
U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTION, AND THE TAX STRUCTURE OF
THE TRANSACTION IS ANY FACT THAT MAY BE RELEVANT TO UNDERSTANDING THE PURPORTED
OR CLAIMED U.S. FEDERAL INCOME TAX TREATMENT OF THE TRANSACTIONS.
2.
RESTRICTIVE COVENANTS.
EACH OF THE PEEK PARTIES AGREES THAT IT
WILL NOT, AND IT SHALL CAUSE ITS AFFILIATES NOT TO, EITHER ALONE OR IN
CONJUNCTION WITH ANY OTHER PERSON, DIRECTLY OR INDIRECTLY:
(A)
FOR A PERIOD OF FIVE YEARS AFTER THE EFFECTIVE DATE, OWN, MANAGE,
OPERATE, PROVIDE FINANCING TO, OR JOIN, CONTROL OR PARTICIPATE IN THE OWNERSHIP,
MANAGEMENT, OPERATION OR CONTROL OF, OR PROVISION OF FINANCING TO, ANY BUSINESS
WHEREVER LOCATED (WHETHER IN CORPORATE, PROPRIETORSHIP OR