TEN (10) BUSINESS
DAYS AFTER ANY SUCH TERMINATION.
(C)
"SUPERIOR PROPOSAL" SHALL MEAN ANY INQUIRY, OFFER OR PROPOSAL (OTHER THAN
THIS AGREEMENT OR ANY OTHER INQUIRY, OFFER OR PROPOSAL BY BUYER) RELATING TO ANY
TRANSACTION OR SERIES OF RELATED TRANSACTIONS FOR THE SALE, MERGER OR OTHER
BUSINESS COMBINATION INVOLVING SELLER ON TERMS THAT THE BOARD OF DIRECTORS OF
SELLER CONCLUDES IN GOOD FAITH, AFTER CONSULTATION WITH ITS OUTSIDE FINANCIAL
ADVISORS, TO BE MORE FAVORABLE TO SELLER'S STOCKHOLDERS FROM A FINANCIAL POINT
OF VIEW THAN THE TERMS OF THIS AGREEMENT, TAKING INTO ACCOUNT ALL THE TERMS AND
CONDITIONS OF SUCH PROPOSAL AND THIS AGREEMENT (INCLUDING ANY PROPOSAL BY EITHER
PARTY TO AMEND THE TERMS OF THIS AGREEMENT), AND REASONABLY CAPABLE OF BEING
CONSUMMATED.
(D)
IN THE EVENT THAT THIS AGREEMENT IS TERMINATED, EACH OF THE PARTIES SHALL
RETURN (WITHOUT RETAINING COPIES) ALL DOCUMENTS AND PAPERS CONTAINING
CONFIDENTIAL INFORMATION (INCLUDING WITHOUT LIMITATION TECHNICAL INFORMATION,
CUSTOMER LISTS, FINANCIAL DATA AND ANY SIMILAR INFORMATION DEVELOPED BY ANOTHER
PARTY PURSUANT TO THIS AGREEMENT OR IN CONTEMPLATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT).
IN THE EVENT OF TERMINATION OF THIS AGREEMENT
PURSUANT TO THIS SECTION 9.3, NEITHER PARTY SHALL HAVE ANY OBLIGATION TO THE
OTHER WHATSOEVER WITH RESPECT TO THIS AGREEMENT, THE TRANSACTIONS PROVIDED FOR
HEREIN OR THE EXPENSES EITHER OF THEM INCURRED IN CONNECTION WITH OR IN
CONTEMPLATION OF SUCH TRANSACTIONS, EXCEPT FOR THE SELLER'S OBLIGATION TO PAY
THE TERMINATION FEE TO THE BUYER AS SET FORTH IN SECTION 9.3 (B) AND THE
OBLIGATION TO RETURN CONFIDENTIAL INFORMATION AS SET FORTH IN THIS SECTION 9.3
(D).
23
ARTICLE 10
TRANSACTIONS SUBSEQUENT TO THE CLOSING DATE
10.1
COLLECTION OF ACCOUNTS RECEIVABLE AFTER CLOSING.
ANY AMOUNTS
RECEIVED AS PAYMENTS ON THE ACCOUNTS RECEIVABLE BY SELLER ON OR AFTER THE
CLOSING DATE SHALL BE HELD BY SELLER AS CUSTODIAN FOR BUYER AND, FURTHER, SHALL
BE PAID BY SELLER TO BUYER PROMPTLY.
SELLER SHALL COOPERATE, AT BUYER'S REQUEST
AND EXPENSE OR AS PROVIDED IN THE TRANSITION SERVICES AGREEMENT, IN COLLECTING
THE ACCOUNTS RECEIVABLE.
10.2
FURTHER ASSURANCES.
BOTH BEFORE AND AFTER THE CLOSING, EACH PARTY
WILL COOPERATE IN GOOD FAITH WITH THE OTHER AND WILL TAKE ALL APPROPRIATE ACTION
AND EXECUTE ANY DOCUMENTS, INSTRUMENTS OR CONVEYANCES OF ANY KIND WHICH MAY BE
REASONABLY NECESSARY OR ADVISABLE TO CARRY OUT THE TRANSACTIONS CONTEMPLATED
HEREUNDER.
FROM TIME TO TIME AFTER THE CLOSING DATE, THE PARTIES SHALL EXECUTE,
DELIVER AND ACKNOWLEDGE ALL SUCH FURTHER INSTRUMENTS OF TRANSFER AND CONVEYANCE
AND SHALL PERFORM ALL SUCH OTHER ACTS AS ANY OTHER PARTY MAY REASONABLY REQUEST
TO MORE EFFECTIVELY TRANSFER THE ASSETS AND TO OTHERWISE CARRY OUT THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATED DOCUMENTS.
10.3
SALES AND USE TAXES.
AS REQUIRED BY THE SOCIAL SERVICES TAX ACT
(BRITISH COLUMBIA), ANY SALES, USE OR OTHER TRANSFER TAX WHICH IS PAYABLE UNDER
SUCH ACT AS THE RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL
BE PAID BY BUYER IN FULL COMPLIANCE WITH APPLICABLE LAW.
10.4
CONTINUED COOPERATION.
EACH OF THE PARTIES HERETO