AND THE PRIMARY MEMBER SHALL NOT DISCLOSE OR MAKE USE OF (EXCEPT TO
PURSUE THEIR RIGHTS UNDER THIS AGREEMENT OR THE ANCILLARY AGREEMENTS), AND SHALL
USE THEIR BEST EFFORTS TO CAUSE ALL OF THEIR RESPECTIVE AFFILIATES, EMPLOYEES
AND CONSULTANTS NOT TO DISCLOSE OR MAKE USE OF, ANY KNOWLEDGE, INFORMATION OR
DOCUMENTS OF A CONFIDENTIAL NATURE OR NOT GENERALLY KNOWN TO THE PUBLIC WITH
RESPECT TO ACQUIRED ASSETS, THE ACQUIRED BUSINESS OR THE BUYER OR ITS BUSINESS,
EXCEPT TO THE EXTENT THAT SUCH KNOWLEDGE, INFORMATION OR DOCUMENTS SHALL HAVE
BECOME PUBLIC KNOWLEDGE OTHER THAN THROUGH IMPROPER DISCLOSURE BY THE SELLER,
THE PRIMARY MEMBER OR ANY OF THEIR RESPECTIVE AFFILIATES.
THE SELLER SHALL
ENFORCE, FOR THE BENEFIT OF THE BUYER, AND AT BUYER'S REQUEST AND EXPENSE, ALL
CONFIDENTIALITY, NON-DISCLOSURE, INVENTION ASSIGNMENTS AND SIMILAR AGREEMENTS
BETWEEN THE SELLER AND ANY OTHER PARTY RELATING TO THE ACQUIRED ASSETS OR THE
ACQUIRED BUSINESS OF THE SELLER, WHICH ARE NOT ASSIGNED CONTRACTS.
5.2
NON-COMPETITION.
(A)
DURING THE NON-COMPETITION PERIOD, NEITHER
THE SELLER NOR THE PRIMARY MEMBER SHALL, EITHER DIRECTLY OR INDIRECTLY AS A
STOCKHOLDER, INVESTOR, PARTNER, CONSULTANT OR OTHERWISE, (A) DESIGN, DEVELOP,
MANUFACTURE, MARKET, SELL OR LICENSE ANY PRODUCT OR PROVIDE ANY SERVICE ANYWHERE
IN THE WORLD WHICH IS COMPETITIVE WITH ANY PRODUCT DESIGNED, DEVELOPED (OR UNDER
DEVELOPMENT), MANUFACTURED, SOLD OR LICENSED OR ANY SERVICE PROVIDED BY THE
SELLER PRIOR TO THE CLOSING DATE (OTHER THAN THE RETAINED BUSINESS), OR
(B) ENGAGE ANYWHERE IN THE WORLD IN ANY BUSINESS COMPETITIVE WITH THE BUSINESS
OF THE SELLER PRIOR TO THE CLOSING DATE (OTHER THAN THE RETAINED BUSINESS).
THE
SELLER SHALL ENFORCE, FOR THE BENEFIT OF THE BUYER, ALL NON-COMPETITION AND
SIMILAR AGREEMENTS BETWEEN THE SELLER AND ANY OTHER PARTY WHICH ARE NOT ASSIGNED
CONTRACTS.
(B)
THE SELLER AND THE PRIMARY MEMBER AGREE THAT
THE DURATION AND GEOGRAPHIC SCOPE OF THE NON-COMPETITION PROVISION SET FORTH IN
THIS SECTION 5.2 ARE REASONABLE.
IN THE EVENT THAT ANY COURT DETERMINES THAT
THE DURATION OR THE GEOGRAPHIC SCOPE, OR BOTH, ARE UNREASONABLE AND THAT SUCH
PROVISION IS TO THAT EXTENT UNENFORCEABLE, THE PARTIES AGREE THAT THE PROVISION
SHALL REMAIN IN FULL FORCE AND EFFECT FOR THE GREATEST TIME PERIOD AND IN THE
GREATEST AREA THAT WOULD NOT RENDER IT UNENFORCEABLE.
THE PARTIES INTEND THAT
THIS NON-COMPETITION PROVISION SHALL BE DEEMED TO BE A SERIES OF SEPARATE
COVENANTS, ONE FOR EACH AND EVERY COUNTY OF EACH AND EVERY STATE OF THE UNITED
STATES OF AMERICA AND EACH AND EVERY POLITICAL SUBDIVISION OF EACH AND EVERY
COUNTRY OUTSIDE THE UNITED STATES OF AMERICA WHERE THIS PROVISION IS INTENDED TO
BE EFFECTIVE.
5.3
TAX MATTERS.
(A)
ALL TRANSFER TAXES AND SIMILAR CHARGES
RELATED TO THE SALE OF THE ACQUIRED ASSETS CONTEMPLATED BY THIS AGREEMENT SHALL
BE PAID BY THE SELLER.
(B)
ALL SALES TAXES SHALL BE PAID BY THE BUYER.
(C)
NOTWITHSTANDING ANY OTHER PROVISION IN THIS
AGREEMENT, THE BUYER SHALL HAVE THE RIGHT TO DEDUCT AND WITHHOLD TAXES FOR WHICH
THE SELLER IS RESPONSIBLE FROM ANY PAYMENTS TO BE MADE PURSUANT TO THIS