COMPANY, ON THE ONE HAND,
AND ANY OF ITS CUSTOMERS OR SUPPLIERS OR OTHER PERSONS WITH WHOM IT DEALS, ON
THE OTHER.
6.4.
NON-DISCLOSURE AND NON-COMPETITION.
EACH SELLER WILL ENTER INTO A
NON-DISCLOSURE AND NON-COMPETITION AGREEMENT TO BE EXECUTED AND DELIVERED AT
CLOSING ("NON-COMPETITION AGREEMENTS").
6.5.
CONFIDENTIAL INFORMATION; NON-DISPARAGEMENT.
THE SELLER SHALL NOT
AT ANY TIME USE OR DISCLOSE TO OR FOR THE BENEFIT OF ANY PERSON OTHER THAN BUYER
AND THE COMPANY, ANY INFORMATION, KNOWLEDGE OR DATA RELATING TO THE BUSINESS OF
BUYER OR THE COMPANY (INCLUDING, WITHOUT LIMITATION, INFORMATION RELATING TO
ACCOUNTS, FINANCIAL DEALINGS, TRANSACTIONS, RECIPES, FORMULAE, KNOW-HOW,
DISTRIBUTION METHODS, INTANGIBLES, CUSTOMER LISTS, PRICING LISTS, PROCESSES,
PLANS, PROPOSALS AND TRADE SECRETS) WHETHER OR NOT MARKED OR OTHERWISE
IDENTIFIED AS CONFIDENTIAL OR SECRET.
THE SELLER SHALL NOT, DIRECTLY OR
INDIRECTLY, MAKE ANY STATEMENTS OR TAKE ANY ACTIONS WHICH IN ANY WAY DISPARAGE
OR WHICH COULD REASONABLY BE EXPECTED TO HARM THE REPUTATION AND/OR GOODWILL OF
BUYER OR THE COMPANY.
6.6.
PRESERVATION OF AND ACCESS TO RECORDS.
THE BUYER SHALL PRESERVE
OR CAUSE THE COMPANY TO PRESERVE ALL BOOKS AND RECORDS OF THE COMPANY FOR A
PERIOD OF SIX (6) YEARS AFTER THE LATER OF CLOSING DATE, OR THE FILING DATE OF
ANY COMPANY TAX RETURN DUE POST-CLOSING OR ANY LATER DATE OF RETENTION REQUIRED
BY APPLICABLE LAW; PROVIDED, HOWEVER, THE BUYER MAY DESTROY ANY PART OR PARTS OF
SUCH RECORDS UPON OBTAINING WRITTEN CONSENT OF THE SELLER FOR SUCH DESTRUCTION,
WHICH CONSENT MAY BE WITHHELD IN THE SELLER'S ABSOLUTE DISCRETION.
SUCH RECORDS
SHALL BE MADE AVAILABLE TO THE SELLER AND ITS REPRESENTATIVES AT ALL REASONABLE
TIMES DURING NORMAL BUSINESS HOURS OF THE COMPANY
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DURING SAID RETENTION PERIOD WITH THE RIGHT AT THE SELLER'S EXPENSE TO MAKE
ABSTRACTS FROM AND COPIES THEREOF.
6.7.
ACKNOWLEDGMENTS.
EACH SELLER ACKNOWLEDGES THAT, IN VIEW OF THE
NATURE OF THE BUSINESS OF THE COMPANY AND THE BUSINESS OBJECTIVES OF BUYER IN
ENTERING INTO THIS AGREEMENT AND THE CONTEMPLATED TRANSACTIONS, THE PROVISIONS
CONTAINED IN THIS AGREEMENT ARE REASONABLY NECESSARY TO PROTECT THE LEGITIMATE
BUSINESS INTERESTS OF BUYER AND THAT ANY VIOLATION OF SUCH PROVISIONS WILL
RESULT IN IRREPARABLE INJURY TO BUYER AND THE COMPANY FOR WHICH DAMAGES WILL NOT
BE AN ADEQUATE REMEDY.
EACH SELLER THEREFORE ACKNOWLEDGES THAT, IF ANY SUCH
PROVISIONS ARE VIOLATED, BUYER AND THE COMPANY SHALL BE ENTITLED TO PRELIMINARY
AND INJUNCTIVE RELIEF AGAINST EACH SELLER AS WELL AS TO AN EQUITABLE ACCOUNTING
OF EARNINGS, PROFITS AND OTHER BENEFITS ARISING FROM SUCH VIOLATION, THIS BEING
IN ADDITION TO ANY OTHER REMEDY TO WHICH THEY ARE ENTITLED AT LAW OR IN EQUITY.
ARTICLE 7
TAX MATTERS
The following provisions shall govern the allocation of responsibility as
between the Buyer and the Seller for certain Tax matters following the Closing
Date:
7.1.
TAX RETURNS.
(A)
SELLER SHALL PAY ALL TAXES PAYABLE WITH RESPECT TO THE COMPANY FOR
ALL PERIODS ENDING ON OR PRIOR TO THE CLOSING DATE OR THE PORTION OF A PERIOD UP
TO THE CLOSING DATE THAT INCLUDES (BUT DOES NOT