WITH
(I) ANY TRANSACTION CONSUMMATED PURSUANT TO THIS AGREEMENT OR ANY TRANSACTION
AGREEMENT OR (II) THE TARGET BUSINESS, EACH OF THE OTHER PARTIES WILL PROVIDE
COMMERCIALLY REASONABLE COOPERATION TO THE OTHER OR ITS COUNSEL IN SUCH CONTEST
OR DEFENSE (INCLUDING BY MAKING AVAILABLE ITS PERSONNEL AND PROVIDING SUCH
TESTIMONY AND ACCESS TO ITS BOOKS AND RECORDS AS SHALL BE REASONABLY NECESSARY
IN CONNECTION WITH SUCH CONTEST OR DEFENSE), ALL AT THE SOLE COST AND EXPENSE OF
THE CONTESTING OR DEFENDING PARTY (UNLESS THE CONTESTING OR DEFENDING PARTY IS
ENTITLED TO INDEMNIFICATION THEREFOR UNDER SECTION 6 AND EXCEPT WITH RESPECT TO
THE COMPENSATION OF THE OTHER PARTY'S PERSONNEL).
(D)
INSURANCE.
SELLER COVENANTS TO MAINTAIN ITS STANDARD PRODUCT
LIABILITY INSURANCE, CONSISTENT WITH ITS PAST PRACTICE, FOR A PERIOD OF TWO
YEARS AFTER THE CLOSING.
(E)
TRANSITION.
SUBJECT TO SECTION 5(G), (I) SELLER WILL NOT TAKE, NOR
SHALL SELLER PERMIT ANY OF ITS SUBSIDIARIES TO TAKE, ANY ACTION THAT IS DESIGNED
OR INTENDED TO HAVE THE EFFECT OF DISCOURAGING ANY LESSOR, LICENSOR, CUSTOMER,
SUPPLIER, OR OTHER BUSINESS ASSOCIATE OF SELLER FROM MAINTAINING THE SAME
BUSINESS RELATIONSHIPS WITH THE TARGET BUSINESS AFTER THE CLOSING AS IT
MAINTAINED WITH THE TARGET BUSINESS PRIOR TO THE CLOSING AND (II) FOR A PERIOD
OF FOUR YEARS FROM AND AFTER THE CLOSING, SELLER WILL REFER ALL CUSTOMER
INQUIRIES RELATING TO THE TARGET BUSINESS TO BUYER.
IN ADDITION, AFTER THE
CLOSING, BUYER AGREES TO USE A MANUFACTURER'S NAME OTHER THAN "BLOUNT, INC." ON
ANY PRODUCT SERIAL NUMBER PLATE.
(F)
CONFIDENTIALITY.
THE PARTIES AGREE THAT THE TERMS OF THE
CONFIDENTIALITY AGREEMENT ARE HEREIN INCORPORATED BY REFERENCE; PROVIDED THAT,
EXCEPT AS SET FORTH IN THIS SECTION 5(F), SUCH TERMS SHALL CONTINUE IN FULL
FORCE AND EFFECT UNTIL THE DATE THAT IS TWO YEARS AFTER THE DATE HEREOF.
AFTER
THE CLOSING, AS IT RELATES TO BUYER, THE TERM "EVALUATION MATERIAL" SHALL NOT
INCLUDE ANY
33
INFORMATION, BOOKS AND RECORDS OR OTHER MATERIALS TO THE EXTENT RELATING TO THE
TARGET BUSINESS, BUT SHALL INCLUDE ANY INFORMATION, BOOKS AND RECORDS OR OTHER
MATERIALS TO THE EXTENT RELATING TO SELLER OR ITS AFFILIATES, BUT NOT TO THE
TARGET BUSINESS.
AFTER THE CLOSING, SELLER SHALL BE BOUND BY BUYER'S
OBLIGATIONS UNDER THE CONFIDENTIALITY AGREEMENT PRIOR TO THE CLOSING WITH
RESPECT TO THE CONFIDENTIALITY AND DISCLOSURE OF THE EVALUATION MATERIAL TO THE
EXTENT RELATING TO THE TARGET BUSINESS; PROVIDED THAT, FOR THE AVOIDANCE OF
DOUBT, SUCH OBLIGATIONS SHALL CEASE WITH RESPECT TO ANY SUCH EVALUATION MATERIAL
THAT HAS BEEN PUBLICLY DISCLOSED BY BUYER OR ITS AFFILIATES OR AT THE DIRECTION
OF BUYER OR ITS AFFILIATES.
(G)
COVENANT NOT TO COMPETE AND NONSOLICITATION.
FOR A PERIOD OF FOUR
YEARS FROM AND AFTER THE CLOSING, NEITHER SELLER NOR ANY OF ITS AFFILIATES WILL
ENGAGE IN, OR OWN MORE THAN 5% OF THE EQUITY INTERESTS OF, ANY BUSINESS THE
PRINCIPAL BUSINESS AND ACTIVITIES OF WHICH ARE SUBSTANTIALLY SIMILAR TO THE
PRINCIPAL BUSINESS AND ACTIVITIES OF THE TARGET BUSINESS AS OF THE CLOSING DATE;
PROVIDED, HOWEVER, THAT ANY PURCHASER OF