THE TERMINATION OF THE
APPLICABLE EMPLOYEE'S EMPLOYMENT WITH SUCH PARTY OR SUCH PARTY'S AFFILIATES.
5.3
CUSTOMER RECORDS. THE PARTIES WILL MAINTAIN THE CONFIDENTIALITY OF
ALL CUSTOMER RECORDS AND FILES IN ACCORDANCE WITH APPLICABLE FEDERAL AND STATE
LAWS AND REGULATIONS.
ON THE EFFECTIVE DATE, SELLER AGREES TO DELIVER TO BUYER
ALL ORIGINAL CUSTOMER RECORDS AND FILES THAT RELATE TO THE PURCHASE AND DELIVERY
OF COMPUTER TRAINING FOR THE BUSINESS, INCLUDING THE FILES WHICH RELATE TO THE
TRAINING OBLIGATIONS.
SELLER SHALL RETAIN ALL BOOKS AND RECORDS RELATING TO THE
BUSINESS THAT ARE NOT SOLD AND DELIVERED TO BUYER UNDER THIS AGREEMENT.
IN THE
EVENT THAT SELLER, BUYER OR ANY OF THEIR RESPECTIVE AFFILIATES IS AUDITED BY ANY
FEDERAL, STATE OR LOCAL ENTITY FOLLOWING THE EFFECTIVE DATE, OR IF ANY OF THEM
SHOULD OTHERWISE NEED ACCESS TO ANY OF THE BOOKS AND RECORDS MAINTAINED BY THE
OTHER FOR ANY LEGITIMATE BUSINESS PURPOSE (OTHER THAN ANY LITIGATION OR
ARBITRATION MATTER INVOLVING THE PARTIES), THEN THE PARTY IN POSSESSION OF THE
BOOKS AND RECORDS SHALL PROVIDE THE OTHER PARTY, ITS AFFILIATES AND THEIR
RESPECTIVE DESIGNEES WITH REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS, TO
ALL SUCH BOOKS AND RECORDS; PROVIDED, HOWEVER, IF AT ANY TIME THE PARTY IN
POSSESSION OF THE BOOKS AND RECORDS DETERMINES TO DESTROY OR OTHERWISE DISPOSE
OF ANY SUCH BOOKS AND RECORDS, IT MAY DO SO PROVIDED SUCH PARTY FIRST GIVES THE
OTHER PARTY THIRTY (30) DAYS ADVANCE NOTICE AND THE OTHER PARTY MAY, AT ITS
EXPENSE, ARRANGE TO PICK UP SUCH BOOKS AND RECORDS FROM THE PARTY IN POSSESSION
THEREOF.
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5.4
FURTHER ASSURANCES.
EACH OF THE PARTIES AGREES TO USE ITS
COMMERCIALLY REASONABLE EFFORTS TO TIMELY SATISFY ANY CONDITIONS TO CLOSING
PROVIDED FOR HEREIN AND TO ASSIST EACH OTHER IN DOING SUCH THINGS AND MATTERS AS
ARE REQUIRED TO CONSUMMATE THE TRANSACTIONS PROVIDED FOR HEREIN.
WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SELLER AND PARENT AGREE TO ASSIST THE
BUYER IN PROCURING THE TIMELY TRANSFER OF ALL ASSIGNED CONTRACTS (INCLUDING
LICENSES, AUTHORIZED TRAINING CENTER AGREEMENTS, VENDOR CONTRACTS AND SOFTWARE
LICENSES).
5.5
ANNOUNCEMENTS; CONFIDENTIALITY.
THE PARTIES (OR CERTAIN OF THE
PARTIES OR THEIR PREDECESSORS) HAVE PREVIOUSLY EXECUTED A CONFIDENTIALITY
AGREEMENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREIN.
AS OF THE
EFFECTIVE DATE, SAID CONFIDENTIALITY AGREEMENT SHALL BE OF NO FURTHER FORCE OR
EFFECT AND, INSTEAD, THE PARTIES AGREE AS FOLLOWS:
(A)
CONFIDENTIALITY AGREEMENT.
EXCEPT TO THE EXTENT OF THE
REPRESENTATIONS AND WARRANTIES PROVIDED FOR IN THIS AGREEMENT, NO PARTY SHALL
HAVE ANY LIABILITY TO THE OTHER BASED ON ANY CLAIM THAT THE INFORMATION PROVIDED
BY SUCH PARTY PURSUANT TO THE CONFIDENTIALITY AGREEMENT WAS UNTRUE, INCOMPLETE
OR MISLEADING IN ANY WAY.
RATHER, THE PARTIES SHALL BE ENTITLED TO RELY ONLY
UPON THE REPRESENTATIONS AND WARRANTIES SET FORTH OR PROVIDED FOR IN THIS
AGREEMENT AND ANY AGREEMENTS AND INSTRUMENTS DELIVERED PURSUANT TO THIS
AGREEMENT.
(B)
PUBLIC ANNOUNCEMENTS.
SELLER AND PARENT, ON THE ONE HAND, AND
BUYER, ON THE OTHER HAND, WILL CONSULT WITH EACH OTHER BEFORE ISSUING ANY PRESS
RELEASE OR OTHERWISE