THE FOREGOING, FOLLOWING THE CLOSING DATE, ANY INFORMATION WITH
RESPECT TO THE BUSINESS THAT IS INCLUDED IN THE PURCHASED ASSETS SHALL NOT BE
SUBJECT TO THE CONFIDENTIALITY AGREEMENT.
(C)
FROM AND AFTER THE CLOSING DATE, PARENT, SELLER AND ANY
REPRESENTATIVES OF PARENT OR SELLER SHALL MAINTAIN IN CONFIDENCE AND NOT USE OR
DISCLOSE TO ANY THIRD PARTY ANY CONFIDENTIAL OR PROPRIETARY INFORMATION
REGARDING THE BUSINESS OPERATIONS, PRODUCT FORMULATIONS, INGREDIENTS OR
PROCESSES, TECHNICAL KNOW-HOW OR DATA, SPECIFICATIONS, FINANCES OR OTHER
BUSINESS MATTERS OF SELLER WHICH INFORMATION CONSTITUTES ANY PART OF THE
PURCHASED ASSETS; PROVIDED, THAT NOTHING IN THIS SECTION 5.6(D) SHALL APPLY TO
INFORMATION THAT (I) IS IN THE PUBLIC DOMAIN, (II) IS
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independently developed by such Person after the Closing, or (iii) is disclosed
to the recipient by a third party which has no duty of confidentiality to
Purchaser or its Affiliates.
Upon discovery by Parent, Seller or any of their
respective Representatives that such Person is in possession of any such
confidential or proprietary information, such Person shall promptly return all
such information to Purchaser, without retaining any copies thereof except for
copies that such Person is required to retain by applicable Law.
Parent and
Seller shall be responsible for ensuring the compliance of their respective
Representatives with the obligations in this Section 5.6(d).
If Parent, Seller
or their respective Representatives receive a request or are required (by
deposition, interrogatory, request for documents, subpoena, civil investigative
demand or similar process) to disclose all or any part of such confidential or
proprietary information, Parent and Seller, as the case may be, agree to, or
will ensure that their respective Representatives, promptly notify Purchaser of
the existence, terms and circumstances surrounding such request so that
Purchaser may seek a protective order or other appropriate remedy.
(D)
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, EACH PARTY
AND EACH OF THE RESPECTIVE EMPLOYEES, REPRESENTATIVES AND AGENTS OF EACH PARTY
ARE HEREBY EXPRESSLY AUTHORIZED TO DISCLOSE TO ANY AND ALL PERSONS, WITHOUT
LIMITATION OF ANY KIND, THE TAX TREATMENT AND ANY FACTS THAT MAY BE RELEVANT TO
THE TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE
TRANSACTION DOCUMENTS, PROVIDED THAT THE CONFIDENTIALITY PROVISIONS OF THIS
AGREEMENT SHALL CONTINUE TO APPLY TO THE EXTENT THAT ANY INFORMATION (E.G.,
NAMES OF THE PARTIES) IS NOT RELEVANT TO UNDERSTANDING THE TAX TREATMENT OR TAX
STRUCTURE OF THE TRANSACTIONS CONTEMPLATED HEREBY.
5.7
Expenses.
Except as otherwise specifically provided in this
Agreement, each Party shall bear its own expenses incurred in connection with
the preparation, execution and performance of this Agreement and the
Acquisition, including all fees and expenses of such Party's Representatives,
provided that:
(A)
PURCHASER SHALL PAY ALL FEES REQUIRED IN CONNECTION WITH THE
FILING OF THE NOTIFICATION AND REPORT FORM UNDER THE HSR ACT; AND
(B)
SELLER SHALL PAY ALL RECORDING FEES, SALES TAXES, TRANSFER TAXES
AND SIMILAR TAXES IMPOSED UPON TRANSFER OF THE PURCHASED ASSETS PURSUANT TO THIS
AGREEMENT.
5.8
TITLE AND SURVEY MATTERS.
(A)
SELLER HAS DELIVERED TO PURCHASER,