BUYER OR INTERFERE WITH THE RELATIONSHIP OR PROSPECTIVE EMPLOYMENT
RELATIONSHIP BETWEEN BUYER AND ANY AFFECTED EMPLOYEE OR BETWEEN BUYER AND ANY
PURCHASED SUBSIDIARY EMPLOYEE, OR ANY OF BUYER'S EMPLOYEES OR CONTRACT
EMPLOYEES; PROVIDED, HOWEVER, THAT SUCH SELLER SHALL NOT BE PROHIBITED FROM
HIRING, RETAINING OR ATTEMPTING TO HIRE OR RETAIN ANY PERSON WHO RESPONDS TO A
GENERAL SOLICITATION OR ADVERTISEMENT.
(B)
UNTIL THE DATE THREE (3) YEARS AFTER THE
CLOSING DATE, BUYER SHALL NOT (AND BUYER SHALL CAUSE ITS AFFILIATES NOT TO),
WITHOUT THE PRIOR WRITTEN CONSENT OF SELLERS, DIRECTLY OR INDIRECTLY, KNOWINGLY
HIRE, RETAIN OR ATTEMPT TO HIRE OR RETAIN ANY EMPLOYEE OR CONTRACT EMPLOYEE OF
ANY SELLER OR INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SELLER AND ANY OF ITS
EMPLOYEES OR CONTRACT EMPLOYEES; PROVIDED, HOWEVER, THAT BUYER SHALL NOT BE
PROHIBITED FROM HIRING, RETAINING OR ATTEMPTING TO HIRE OR RETAIN ANY PERSON WHO
RESPONDS TO A GENERAL SOLICITATION OR ADVERTISEMENT.
10.3
CUSTOMER AND OTHER BUSINESS RELATIONSHIPS
For a period of ninety (90) days after the Closing, each Seller will cooperate
with Buyer on a commercially reasonable basis at Buyer's sole cost in its
efforts to continue and maintain for the
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benefit of Buyer those business relationships of such Seller or of any Purchased
Subsidiary existing prior to the Closing and relating to the Business after the
Closing, including relationships with lessors, employees, regulatory
authorities, licensors, customers, suppliers and others.
10.4
RETENTION OF AND ACCESS TO RECORDS
(A)
FOR THE GREATER OF FIVE YEARS FROM THE
CLOSING DATE AND ANY PERIOD AS MAY BE REQUIRED BY ANY STATUTE, REGULATION OR
GOVERNMENTAL BODY OR ANY THEN PENDING LITIGATION, BUYER SHALL MAINTAIN IN THE
SAME MANNER THAT IT CURRENTLY MAINTAINS ITS BUSINESS RECORDS AND FILES THE
BUSINESS RECORDS AND FILES OF SELLERS THAT ARE TRANSFERRED TO BUYER IN
CONNECTION HEREWITH, AND IN ANTICIPATION OF, OR PREPARATION FOR, EXISTING OR
FUTURE PROCEEDING OR ANY TAX AUDIT IN WHICH SELLERS OR ANY OF ITS AFFILIATES IS
INVOLVED AND WHICH IS RELATED TO THE BUSINESS OR THE ASSETS, PERMIT SELLERS AND
THEIR REPRESENTATIVES REASONABLE ACCESS TO SUCH RECORDS AND FILES DURING REGULAR
BUSINESS HOURS AND UPON REASONABLE NOTICE AT BUYER'S PRINCIPAL PLACES OF
BUSINESS OR AT ANY LOCATION WHERE THE RECORDS ARE STORED; PROVIDED, HOWEVER,
THAT (I) ANY ACCESS SHALL BE HAD OR DONE IN A MANNER SO AS NOT TO INTERFERE WITH
THE NORMAL CONDUCT OF THE BUSINESS AND (II) BUYER SHALL NOT BE REQUIRED TO
PROVIDE ACCESS TO ANY CONFIDENTIAL RECORD OR RECORDS, THE DISCLOSURE OF WHICH
WOULD VIOLATE ANY GOVERNMENTAL STATUTE OR REGULATION OR APPLICABLE
CONFIDENTIALITY AGREEMENT WITH ANY PERSON.
BUYER SHALL NOTIFY PARENT IN WRITING
AT LEAST TEN DAYS PRIOR TO ANY DESTRUCTION OF SUCH TRANSFERRED RECORDS AND FILES
PRIOR TO THE END OF THE PERIOD REFERENCED IN THE PRECEDING SENTENCE, AND AT
PARENT'S OPTION, DELIVER SUCH RECORDS AND FILES TO PARENT.
(B)
UPON REASONABLE REQUEST THEREFOR BY BUYER,
SELLERS SHALL DELIVER TO BUYER COPIES OF ANY ORIGINAL BUSINESS RECORDS NOT
DELIVERED TO BUYER AT THE CLOSING AS