CONFIDENTIAL INFORMATION WITH RESPECT TO THE BUSINESS, INCLUDING, WITHOUT
LIMITATION, METHODS OF OPERATION, PENDING OR COMPLETED ACQUISITIONS OF ANY
COMPANY, DIVISION, PRODUCT LINE OR OTHER BUSINESS UNIT, PRICES, FEES, COSTS,
PLANS, DESIGNS, TECHNOLOGY, INVENTIONS, TRADE SECRETS, KNOW-HOW, SOFTWARE,
MARKETING METHODS, POLICIES, PLANS, PERSONNEL, CUSTOMERS, SUPPLIERS, PUBLISHERS,
COMPETITORS, MARKETS OR OTHER SPECIALIZED INFORMATION OR PROPRIETARY MATTERS BUT
SHALL NOT INCLUDE ANY SUCH INFORMATION TO THE EXTENT THAT IT RELATES TO THE
BUSINESS OR OPERATIONS OF SELLER, OTHER THAN THE BUSINESS.
THE TERM
"CONFIDENTIAL INFORMATION" DOES NOT INCLUDE, AND THERE SHALL BE NO OBLIGATION
HEREUNDER WITH RESPECT TO, INFORMATION THAT (A) IS GENERALLY AVAILABLE TO THE
PUBLIC ON THE DATE OF THIS AGREEMENT, (B) BECOMES GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY SELLER NOT OTHERWISE
PERMISSIBLE THEREUNDER OR (C) SELLER LEARNS FROM OTHER SOURCES WHERE SUCH
SOURCES HAVE NOT VIOLATED THEIR CONFIDENTIALITY OBLIGATION TO BUYER.
NOTHING
HEREIN SHALL BE CONSTRUED AS A LICENSE OR OTHER GRANT TO SELLER OR ANY OF ITS
AFFILIATES OF PERMISSION TO USE THE TRANSFERRED INTELLECTUAL PROPERTY WHETHER
DURING OR AFTER THE AFORESAID SEVEN (7) YEAR PERIOD.
SECTION 5.08.
VISHAY INTELLECTUAL PROPERTY.
SELLER
ACKNOWLEDGES THAT THE INTELLECTUAL PROPERTY LISTED ON SCHEDULE 5.08 (THE "VISHAY
INTELLECTUAL PROPERTY") IS OWNED BY BUYER GUARANTOR OR AN AFFILIATE OF BUYER
GUARANTOR.
SELLER COVENANTS NOT TO, DIRECTLY OR INDIRECTLY, DISPUTE, CHALLENGE,
OR IMPAIR THE VALIDITY OR ENFORCEABILITY OF, OR ANY RIGHT, TITLE OR INTEREST IN
OR TO, THE VISHAY INTELLECTUAL PROPERTY, EXCLUSIVELY AS IT RELATES TO WET
TANTALUM CAPACITORS AND HAS NOT EXPIRED UNDER APPLICABLE LAW.
19
SECTION 5.09.
ACCESS.
EACH PARTY SHALL PROVIDE THE
OTHER PARTY REASONABLE ACCESS DURING REGULAR BUSINESS HOURS TO ALL RECORDS
RELATING TO THE BUSINESS (WITH THE RIGHT TO PHOTOCOPY AT THE REQUESTING PARTY'S
EXPENSE) IN CONNECTION WITH ANY AND ALL REGULATORY COMPLIANCE BY EITHER PARTY OR
INVESTIGATION BY ANY GOVERNMENTAL AUTHORITY OF SELLER OR BUYER OR THE BUSINESS
PRIOR TO OR AFTER THE CLOSING (INCLUDING, WITHOUT LIMITATION, THE MEXICAN
MINISTRY OF TREASURY AND PUBLIC CREDIT, THE MEXICAN INTERNAL REVENUE SERVICE AND
ENVIRONMENTAL REGULATORY AGENCIES) AND PENDING OR THREATENED LITIGATION MATTERS
TO WHICH SELLER OR BUYER MAY BE OR HEREAFTER BECOMES SUBJECT WITH RESPECT TO THE
BUSINESS.
ARTICLE VI
INDEMNIFICATION
SECTION 6.01.
SURVIVAL.
THE PARTIES HERETO AGREE THAT
THE REPRESENTATIONS AND WARRANTIES OF THE PARTIES CONTAINED IN THIS AGREEMENT,
ANY SCHEDULE HERETO OR ANY CERTIFICATE DELIVERED PURSUANT HERETO, AND THE
INDEMNIFICATION OBLIGATIONS IN SECTIONS 6.02(A)(I) AND 6.02(B)(I) WITH RESPECT
TO SUCH REPRESENTATIONS AND WARRANTIES, SHALL TERMINATE TWELVE (12) MONTHS AFTER
THE CLOSING DATE; PROVIDED THAT (A) THE REPRESENTATIONS AND WARRANTIES CONTAINED
IN 3.18 (TAXES), 3.19 (BROKERS AND FINDERS) AND 4.05 (BROKERS AND FINDERS), AND
THE INDEMNIFICATION OBLIGATIONS RELATED THERETO, SHALL TERMINATE THIRTY (30)
DAYS FOLLOWING THE EXPIRATION OF THE APPLICABLE STATUTORY PERIOD OF LIMITATIONS
AND (B) THE REPRESENTATIONS AND WARRANTIES CONTAINED IN 3.05(A) (TRANSFERRED
INTELLECTUAL PROPERTY), AND THE INDEMNIFICATION OBLIGATIONS RELATED THERETO,
SHALL TERMINATE THIRTY-SIX (36) MONTHS AFTER THE CLOSING DATE, AND (C) THE
REPRESENTATIONS AND WARRANTIES CONTAIN IN SECTIONS