AND RECORDS
(INCLUDING FINANCIAL AND OTHER TAX RECORDS) RELATING TO THE TRANSFERRED ASSETS
TO THE OTHER PARTY; PROVIDED, HOWEVER, THAT THE PARTY REQUESTING SUCH ACCESS
AGREES TO REIMBURSE THE OTHER PARTY PROMPTLY FOR ALL REASONABLE OUT-OF-POCKET
COSTS AND EXPENSES INCURRED IN CONNECTION WITH ANY SUCH REQUEST.
NOTWITHSTANDING THE FOREGOING, A PARTY WILL NOT BE REQUIRED TO DISCLOSE (I) ANY
DOCUMENT OR INFORMATION THAT IS (A) CONFIDENTIAL PURSUANT TO, OR THE DISCLOSURE
OF WHICH WOULD, AS DETERMINED BY SUCH PARTY'S COUNSEL, BE REASONABLY LIKELY TO
RESULT IN A VIOLATION OF, APPLICABLE LAW OR (B) CONFIDENTIAL PURSUANT TO THE
TERMS OF A CONFIDENTIALITY AGREEMENT WITH A THIRD PARTY OR (II) SUCH PORTIONS OF
DOCUMENTS OR INFORMATION RELATING TO PRICING OR OTHER MATTERS THAT ARE HIGHLY
SENSITIVE, IF THE EXCHANGE OF SUCH DOCUMENTS (OR PORTIONS THEREOF) OR
INFORMATION, AS DETERMINED BY SUCH PARTY'S COUNSEL, MIGHT REASONABLY BE EXPECTED
TO RESULT IN ANTITRUST DIFFICULTIES FOR SUCH PARTY (OR ANY OF ITS AFFILIATES) OR
VIOLATE ANY ATTORNEY-CLIENT PRIVILEGE OF SUCH PARTY.
IF ANY MATERIAL IS
WITHHELD BY A PARTY PURSUANT TO THE IMMEDIATELY PRECEDING SENTENCE, SUCH PARTY
SHALL INFORM THE OTHER PARTY AS TO THE GENERAL NATURE OF WHAT IS BEING
WITHHELD.
EACH PARTY MAY REDACT SUCH PORTIONS OF SUCH BOOKS AND RECORDS THAT DO
NOT RELATE TO THE TRANSFERRED ASSETS, THE ASSUMED LIABILITIES OR THE BUSINESS.
(B) AFTER THE CLOSING DATE, EXCEPT IN THE CASE OF AN ACTION BY ONE PARTY AGAINST
ANOTHER PARTY, EACH PARTY HERETO SHALL USE ITS REASONABLE BEST EFFORTS TO MAKE
AVAILABLE TO EACH OTHER PARTY, UPON WRITTEN REQUEST, THE FORMER, CURRENT AND
FUTURE DIRECTORS, OFFICERS, EMPLOYEES, OTHER PERSONNEL AND AGENTS OF MEMBERS OF
SUCH PARTY AS WITNESSES, TO THE EXTENT THAT ANY SUCH PERSON (GIVING
CONSIDERATION TO BUSINESS DEMANDS OF SUCH DIRECTORS, OFFICERS, EMPLOYEES, OTHER
PERSONNEL AND AGENTS) MAY REASONABLY BE REQUIRED IN CONNECTION WITH ANY ACTION
IN WHICH THE REQUESTING PARTY MAY FROM TIME TO TIME BE INVOLVED, REGARDLESS OF
WHETHER SUCH ACTION IS A MATTER WITH RESPECT TO WHICH INDEMNIFICATION MAY BE
SOUGHT HEREUNDER.
THE REQUESTING PARTY SHALL BEAR ALL COSTS AND EXPENSES IN
CONNECTION THEREWITH.
(C) PURCHASER RECOGNIZES THAT CERTAIN RECORDS MAY CONTAIN INFORMATION RELATING
TO SUBSIDIARIES, DIVISIONS OR BUSINESSES OF SELLER AND ITS AFFILIATES OTHER THAN
THE BUSINESS AND THAT SELLER MAY RETAIN COPIES THEREOF.
SECTION 5.08.
Publicity.
No communication, release or announcement to the
public or to employees or others not directly involved in the negotiation or
approval of this Agreement, any Ancillary Agreement or the transactions
contemplated hereby or thereby shall be issued or made by any party without the
prior consent of the other parties (which consent shall not be unreasonably
withheld, conditioned or delayed), except as such communication, release or
announcement may be required by law or the rules or regulations of any U.S. or
foreign securities exchange or similar organization, in which case the party
required to make the communication, release or announcement shall allow the
other parties reasonable time to comment thereon in advance of such issuance;
provided, however,