UNDERTAKES THAT HE (I) WILL MAINTAIN SECURELY AND HOLD IN
STRICT CONFIDENCE ALL PROPRIETARY INFORMATION RECEIVED, ACQUIRED OR DEVELOPED BY
HIM WHETHER FOLLOWING OR PRIOR TO THE CLOSING, (II) WILL NOT, IN WHOLE OR IN
PART, DISCLOSE PROPRIETARY INFORMATION TO ANY PERSON UNDER ANY CIRCUMSTANCES,
AND (III) WILL NOT, IN WHOLE OR IN PART, USE ANY PROPRIETARY INFORMATION FOR ANY
PURPOSE (OTHER THAN FOR AND AS AUTHORIZED IN WRITING BY THE COMPANY).
EACH
SELLER AGREES TO INSTRUCT HIS REPRESENTATIVES WHO OBTAIN PROPRIETARY INFORMATION
TO COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT.
THE OBLIGATION OF
NON-DISCLOSURE AND NON-USE IMPOSED SHALL NOT APPLY TO INFORMATION THAT
(A) APPEARS IN ISSUED PATENTS OR OTHER PRINTED PUBLICATIONS; (B) RECEIVED BY
SELLER NOT IN CONNECTION WITH HIS RELATIONSHIP TO THE COMPANY AND FROM A SOURCE
THAT WAS NOT PROHIBITED FROM DISCLOSING SUCH INFORMATION TO SELLER BY A
CONFIDENTIALITY OBLIGATION OR OTHER FIDUCIARY OR LEGAL DUTY, (C) IS OR BECOMES
GENERALLY KNOWN TO THE PUBLIC THROUGH NO WRONGFUL ACT OR BREACH OF SELLER OR ANY
OF HIS REPRESENTATIVES.
EACH SELLER SHALL NOT BE PROHIBITED FROM DISCLOSING
PROPRIETARY INFORMATION TO THE EXTENT REQUIRED BY A COURT ORDER OR APPLICABLE
LAW, PROVIDED THAT HE SHALL NOTIFY THE COMPANY OF SUCH DISCLOSURE AND SHALL USE
REASONABLE EFFORTS TO (AND COOPERATE WITH COMPANY IN SEEKING TO) SEAL, REDACT,
OR OTHERWISE MINIMIZE SUCH DISCLOSURE. THE OBLIGATIONS CONTAINED IN THIS
SECTION 6.4.4 SHALL SURVIVE THE CLOSING OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND REMAIN IN FORCE AND EFFECT IN ACCORDANCE WITH THEIR RESPECTIVE
TERMS.
6.4.5.
EACH SELLER AGREES THAT DOCUMENTS,
COPIES, RECORDS AND OTHER PROPERTY OR MATERIALS MADE OR RECEIVED BY SELLER THAT
PERTAIN TO THE BUSINESS AND AFFAIRS OF THE COMPANY OR ITS AFFILIATES, INCLUDING
ALL PROPRIETARY INFORMATION, WHICH IS IN SELLER'S POSSESSION OR UNDER HIS
CONTROL, ARE THE PROPERTY OF THE COMPANY AND THAT THE SELLER WILL RETURN SAME
AND ANY COPIES OF SAME TO THE COMPANY PROMPTLY AFTER THE CLOSING AND SHALL NOT
RETAIN ANY COPY, SUMMARY OR REPRODUCTION OF SAME.
6.5.
FINANCIALS; METRIC REPORTS. FROM AND AFTER THE
DATE OF THIS AGREEMENT UNTIL THE EARLIER OF CLOSING OR TERMINATION OF THIS
AGREEMENT:
6.5.1.
THE SELLERS AND THE COMPANY SHALL
CAUSE THE COMPANY'S EMPLOYEES, AUDITORS AND OTHER REPRESENTATIVES TO COOPERATE
WITH AND ASSIST PURCHASER, AS PURCHASER MAY REASONABLY REQUEST, TO ENABLE
PURCHASER TO PREPARE AND FILE WITH THE SEC, IN CONNECTION WITH THE TRANSACTION
CONTEMPLATED HEREBY, THE CURRENT REPORT ON FORM 8-K AND ANY ADDITIONAL
AMENDMENTS OR SUPPLEMENTS THAT MAY BE REQUIRED BY THE EXCHANGE ACT OF 1934
AND/OR THE SECURITIES ACT (AND, IN EACH CASE, THE RULES AND REGULATIONS
PROMULGATED THEREUNDER).
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE ITS AUDITORS TO DELIVER ANY OPINIONS OR CONSENTS NECESSARY FOR
PURCHASER TO FILE THE COMPANY'S FINANCIALS STATEMENTS, TO THE EXTENT NECESSARY.
ANY FINANCIAL STATEMENTS OF THE COMPANY PREPARED PURSUANT TO THIS PARAGRAPH
SHALL BE PREPARED IN ACCORDANCE WITH GAAP.
6.5.2.
THE SELLERS AND THE COMPANY SHALL
PROMPTLY PREPARE AND DELIVER TO PURCHASER THE