BUSINESS FURNISHED OR PROVIDED BY SELLER GROUP OR ITS AFFILIATES TO
BUYER; PROVIDED, HOWEVER, THAT SELLER GROUP CONFIDENTIAL INFORMATION SHALL NOT
BE DEEMED TO INCLUDE (A) INFORMATION RELATED TO THE BUSINESS THAT WAS ALREADY
PUBLICLY
30
KNOWN AND IN THE PUBLIC DOMAIN PRIOR TO THE TIME OF ITS INITIAL DISCLOSURE TO
BUYER OR (B) ANY INFORMATION RELATED TO THE SELLER GROUP THAT IS OR BECOMES
AVAILABLE TO BUYER OR ITS AFFILIATES AFTER THE CLOSING FROM A SOURCE THAT BUYER
REASONABLY BELIEVES NOT TO BE UNDER AN OBLIGATION OF CONFIDENTIALITY WITH
RESPECT TO SUCH INFORMATION; PROVIDED, FURTHER, BUYER MAY REVEAL, REPORT,
DISCLOSE OR TRANSFER ANY SELLER GROUP CONFIDENTIAL INFORMATION PURSUANT TO A
SUBPOENA OR ORDER ISSUED BY A COURT OF COMPETENT JURISDICTION OR BY A JUDICIAL
OR ADMINISTRATIVE OR LEGISLATIVE BODIES OR COMMITTEE.
FOR PURPOSES OF THIS
AGREEMENT, THE "BUYER SURVIVAL DATE" MEANS (X) THE CLOSING DATE IN RESPECT OF
ALL SELLER GROUP CONFIDENTIAL INFORMATION RELATING TO TRANSFERRED INTELLECTUAL
PROPERTY; (Y) TWO (2) YEARS FOLLOWING THE CLOSING DATE IN RESPECT OF ALL OTHER
SELLER GROUP CONFIDENTIAL INFORMATION OTHER THAN SELLER GROUP CONFIDENTIAL
INFORMATION RELATING TO INTELLECTUAL PROPERTY; AND (Z) FIVE (5) YEARS FOLLOWING
THE CLOSING DATE FOR SELLER GROUP CONFIDENTIAL INFORMATION RELATING TO
INTELLECTUAL PROPERTY OTHER THAN TRANSFERRED INTELLECTUAL PROPERTY; OR IN ANY
CASE, THE DATE ON WHICH SUCH SELLER GROUP CONFIDENTIAL INFORMATION BECOMES
PUBLICLY KNOWN THROUGH NO ACTION OR INACTION OF BUYER OR ANY OF ITS AFFILIATES.
(C)
ON THE CLOSING DATE, SELLER GROUP SHALL ASSIGN TO BUYER ALL OF ITS RIGHTS
UNDER ANY CONFIDENTIALITY AGREEMENT ENTERED INTO BY SELLER GROUP WITH ANY PERSON
IN CONNECTION WITH A POTENTIAL SALE OF THE BUSINESS (A "CONFIDENTIALITY
AGREEMENT"), TO THE EXTENT SUCH CONFIDENTIALITY AGREEMENT IS ASSIGNABLE PURSUANT
TO ITS TERMS.
SECTION 5.3
CONSENTS AND APPROVALS
(A)
AS SOON AS PRACTICABLE AFTER THE EXECUTION OF THIS AGREEMENT, EACH OF
SELLER AND BUYER (OR EACH OF THEIR ULTIMATE PARENT ENTITIES AS DEFINED IN THE
RULES PROMULGATED UNDER THE HSR ACT) WILL FILE, OR CAUSE TO BE FILED, WITH THE
FEDERAL TRADE COMMISSION AND THE ANTITRUST DIVISION OF THE UNITED STATES
DEPARTMENT OF JUSTICE PURSUANT TO THE HSR ACT, THE NOTIFICATION AND DOCUMENTARY
MATERIAL REQUIRED IN CONNECTION WITH THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
IN ADDITION, EACH OF SELLER GROUP AND BUYER
SHALL PROMPTLY TAKE ALL ACTION NECESSARY TO MAKE ANY FILINGS REASONABLY
DETERMINED IN GOOD FAITH TO BE REQUIRED BY THE BUYER UNDER ANY OTHER ANTITRUST
OR COMPETITION LAW.
(B)
SELLER GROUP AND BUYER SHALL PROMPTLY FILE ANY ADDITIONAL INFORMATION
REQUESTED AS SOON AS PRACTICABLE AFTER RECEIPT OF ANY REQUEST FOR ADDITIONAL
INFORMATION.
BUYER AND SELLER GROUP SHALL USE THEIR COMMERCIALLY REASONABLE
EFFORTS TO OBTAIN EARLY TERMINATION OF THE APPLICABLE WAITING PERIOD, TO THE
EXTENT REQUIRED, WITH THE APPLICABLE REGULATORY AUTHORITIES, INCLUDING UNDER THE
HSR ACT.
THE PARTIES HERETO WILL COORDINATE AND COOPERATE WITH ONE ANOTHER IN
EXCHANGING SUCH INFORMATION AND PROVIDING SUCH REASONABLE ASSISTANCE AS MAY BE
REQUESTED IN CONNECTION WITH SUCH FILINGS.
(C)
SELLER SHALL OBTAIN, PRIOR TO