OR ITS AFFILIATES IN THE EXERCISE OF THEIR
INDEPENDENT BUSINESS JUDGMENT IN MODIFYING ANY OF THE TERMS AND CONDITIONS OF
THE EMPLOYMENT OF THE DESIGNATED EMPLOYEES.
PURCHASER SHALL HAVE NO OBLIGATION
WITH RESPECT TO CLAIMS BY ANY EMPLOYEE OF SELLER, INCLUDING ANY DESIGNATED
EMPLOYEE, WHETHER UNDER ANY EMPLOYEE PLAN OR FOR SEVERANCE, UNPAID WAGES, UNPAID
ACCRUED TIME OFF, UNPAID BONUSES, CREDIT FOR PRIOR SERVICE, UNPAID COMMISSIONS
OR OTHERWISE, EXCEPT, FROM AND AFTER THE CLOSING, WITH RESPECT TO (I) THE
ASSUMED LIABILITIES SPECIFIED IN SECTION 2.2(C)(III) AND (II) OBLIGATIONS UNDER
THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED.
SELLER
SHALL BE RESPONSIBLE FOR ANY AND ALL LIABILITY UNDER THE WARN ACT OR OTHER LEGAL
REQUIREMENTS THAT ARISES OUT OF OR RESULTS FROM ANY TERMINATION OF EMPLOYMENT BY
SELLER ON OR BEFORE THE CLOSING DATE.
PROMPTLY FOLLOWING THE FILING OF THE
31
PETITION, SELLER SHALL PROVIDE ALL NOTICES REQUIRED TO BE PROVIDED IN ORDER TO
COMPLY WITH THE WARN ACT.
SELLER SHALL PROVIDE A VALID AND COMPLETE WARN ACT
NOTICE TO EACH OF ITS EMPLOYEES AS SOON AS PRACTICABLE AND, IN ANY EVENT, NO
LATER THAN NOVEMBER 24, 2006.
5.11
CONFIDENTIALITY.
SUBJECT TO THE REQUIREMENTS OF THE BANKRUPTCY
CODE OR AS MAY BE IMPOSED BY THE BANKRUPTCY COURT, FROM AND AFTER THE CLOSING:
(A) SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, HOLD IN CONFIDENCE ALL
CONFIDENTIAL INFORMATION (INCLUDING TRADE SECRETS, CUSTOMER LISTS, MARKETING
PLANS AND PRICING INFORMATION) OF SELLER; (B) IN THE EVENT THAT SELLER OR ANY OF
ITS AFFILIATES SHALL BE LEGALLY COMPELLED TO DISCLOSE ANY SUCH INFORMATION,
SELLER SHALL PROVIDE PURCHASER WITH PROMPT WRITTEN NOTICE OF SUCH REQUIREMENT SO
THAT PURCHASER MAY SEEK A PROTECTIVE ORDER OR OTHER REMEDY; AND (C) IN THE EVENT
THAT SUCH PROTECTIVE ORDER OR OTHER REMEDY IS NOT OBTAINED, SELLER OR ITS
AFFILIATE SHALL FURNISH ONLY SUCH INFORMATION AS IS LEGALLY REQUIRED TO BE
PROVIDED.
NOTWITHSTANDING THE FORGOING, NOTHING IN THIS SECTION 5.11 SHALL
RESTRICT SELLER'S PROVISION OF CONFIDENTIAL INFORMATION TO OTHER POTENTIAL
BIDDERS PURSUANT TO A CONFIDENTIALITY AGREEMENT SUBSTANTIALLY IN THE FORM
EXECUTED BY PURCHASER, WHETHER OR NOT SUCH PERSON IS ULTIMATELY DETERMINED TO BE
A QUALIFIED BIDDER.
5.12
CHANGE OF NAME.
AFTER THE CLOSING DATE, NEITHER SELLER NOR ANY OF
ITS AFFILIATES SHALL USE THE NAMES OR MARKS LISTED IN SECTION 3.17(A) OF THE
DISCLOSURE SCHEDULE OR ANY DERIVATIVES THEREOF FOR COMMERCIAL PURPOSES.
THE
SALE ORDER SHALL PROVIDE FOR THE MODIFICATION OF THE CAPTION IN THE PROCEEDINGS
BEFORE THE BANKRUPTCY COURT TO REFLECT THE CHANGE IN THE NAMES OF SELLER, EXCEPT
THAT DURING THE PENDENCY OF SUCH PROCEEDINGS, SELLER SHALL BE PERMITTED TO USE
THE NAME "WOODWIND & BRASSWIND" AS ITS CORPORATE ALIAS IN CONNECTION WITH
MATTERS RELATING SUCH CASE, BUT FOR NO OTHER COMMERCIAL PURPOSE.
AFTER THE
CLOSING, SELLER AND ITS AFFILIATES SHALL PROMPTLY FILE WITH THE APPLICABLE
GOVERNMENTAL BODIES ALL DOCUMENTS NECESSARY TO DELETE FROM THEIR NAMES EACH OF
THE TRADENAMES, MARKS OR ANY DERIVATIVES THEREOF AND SHALL DO OR CAUSE TO BE
DONE ALL OTHER ACTS,