ACTIVE PARTICIPATION
IN THE BUSINESS OF SUCH COMPETITIVE BUSINESS.
(B)
NON-SOLICITATION.
EACH OF THE RESTRICTED PARTIES AGREES THAT, WITHOUT THE
PRIOR WRITTEN CONSENT OF BUYER, DURING THE FIVE (5)-YEAR PERIOD BEGINNING ON THE
CLOSING DATE, SUCH RESTRICTED PARTY SHALL NOT, DIRECTLY OR INDIRECTLY, CONTACT,
APPROACH OR SOLICIT FOR THE PURPOSE OF OFFERING EMPLOYMENT (WHETHER AS AN
EMPLOYEE, CONSULTANT, AGENT, INDEPENDENT CONTRACTOR OR OTHERWISE) OR ACTUALLY
HIRE ANY PERSON EMPLOYED BY BUYER AT ANY TIME AFTER THE CLOSING DATE.
EACH OF
THE RESTRICTED PARTIES AGREES THAT IT SHALL NOT TAKE ANY ACTION THAT WOULD
REASONABLY BE EXPECTED TO INTERFERE WITH OR DAMAGE BUYER'S BUSINESS
RELATIONSHIPS WITH ITS EMPLOYEES, CUSTOMERS, SUPPLIERS, DISTRIBUTORS, BROKERS OR
OTHER MATERIAL BUSINESS RELATIONS.
(C)
CONFIDENTIALITY.
EACH OF THE RESTRICTED PARTIES SHALL TREAT AND HOLD AS
CONFIDENTIAL ANY INFORMATION CONCERNING THE BUSINESS OR THE PURCHASED ASSETS
THAT IS NOT GENERALLY AVAILABLE TO THE PUBLIC (THE "CONFIDENTIAL INFORMATION"),
REFRAIN FROM USING ANY OF THE CONFIDENTIAL INFORMATION EXCEPT IN CONNECTION WITH
THIS AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS, AND DELIVER PROMPTLY TO
BUYER, AT THE REQUEST AND OPTION OF BUYER, ALL TANGIBLE EMBODIMENTS (AND ALL
COPIES) OF THE CONFIDENTIAL INFORMATION WHICH ARE IN ITS POSSESSION OR UNDER ITS
CONTROL.
IN THE EVENT THAT ANY OF THE RESTRICTED PARTIES IS REQUESTED OR
REQUIRED (BY ORAL QUESTION OR REQUEST FOR INFORMATION OR DOCUMENTS IN ANY LEGAL
PROCEEDING, INTERROGATORY, SUBPOENA, CIVIL INVESTIGATIVE DEMAND, OR SIMILAR
PROCESS) TO DISCLOSE ANY CONFIDENTIAL INFORMATION, SUCH PARTY SHALL NOTIFY BUYER
PROMPTLY OF THE REQUEST OR REQUIREMENT SO THAT BUYER MAY SEEK AN APPROPRIATE
PROTECTIVE ORDER OR WAIVE COMPLIANCE WITH THE PROVISIONS OF THIS
SECTION 7.6(C).
IF, IN THE ABSENCE OF A PROTECTIVE ORDER OR THE RECEIPT OF A
WAIVER HEREUNDER, ANY OF THE RESTRICTED PARTIES IS, ON THE ADVICE OF COUNSEL,
COMPELLED TO DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY TRIBUNAL OR ELSE STAND
LIABLE FOR CONTEMPT, SUCH PARTY MAY DISCLOSE THE CONFIDENTIAL INFORMATION TO THE
TRIBUNAL; PROVIDED THAT SUCH DISCLOSING PARTY SHALL USE REASONABLE EFFORTS TO
OBTAIN, AT THE REQUEST AND EXPENSE OF BUYER, AN ORDER OR OTHER ASSURANCE THAT
CONFIDENTIAL TREATMENT SHALL BE ACCORDED TO SUCH PORTION OF THE CONFIDENTIAL
INFORMATION REQUIRED TO BE DISCLOSED AS BUYER SHALL DESIGNATE.
41
(D)
REMEDY FOR BREACH.
EACH PARTY ACKNOWLEDGES AND AGREES THAT IN THE EVENT
OF A BREACH OF ANY OF THE PROVISIONS OF THIS SECTION 7.6, MONETARY DAMAGES SHALL
NOT CONSTITUTE A SUFFICIENT REMEDY.
CONSEQUENTLY, IN THE EVENT OF ANY SUCH
BREACH, EACH PARTY AND/OR ITS RESPECTIVE SUCCESSORS OR ASSIGNS MAY, IN ADDITION
TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR, APPLY TO ANY COURT OF LAW
OR EQUITY OF COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE
OR OTHER RELIEF IN ORDER TO ENFORCE OR PREVENT ANY VIOLATIONS OF THE PROVISIONS
HEREOF, IN EACH CASE WITHOUT THE REQUIREMENT OF POSTING A BOND OR PROVING ACTUAL
DAMAGES.
(E)
ENFORCEMENT.
IF THE FINAL JUDGMENT OF A COURT OF COMPETENT JURISDICTION
DECLARES THAT ANY TERM OR PROVISION OF THIS SECTION 7.6 IS INVALID OR
UNENFORCEABLE, EACH OF THE