SHALL BE PAID BY
ONE-HALF BY BUYER AND ONE-HALF BY SELLER.
ARTICLE VII
POST-CLOSING COVENANTS
7.1
CONFIDENTIALITY.
AFTER THE CLOSING, SELLER
SHALL, AND SHALL CAUSE ITS AFFILIATES, TO HOLD IN CONFIDENCE AND NOT USE ANY
CONFIDENTIAL INFORMATION THAT AFTER CLOSING IS IN THE POSSESSION OF SELLER OR
ITS AFFILIATES CONCERNING THE BUSINESS, THE PURCHASED ASSETS, BUYER OR ANY
AFFILIATE OF BUYER, OR ANY INFORMATION REGARDING THE TERMS OF THIS AGREEMENT OR
ANY OTHER TRANSACTION DOCUMENT.
SELLER SHALL NOT RELEASE OR DISCLOSE ANY SUCH
INFORMATION TO ANY PERSON OTHER THAN BUYER AND ITS AUTHORIZED REPRESENTATIVES.
NOTWITHSTANDING THE FOREGOING, THE CONFIDENTIALITY OBLIGATIONS OF THIS
SECTION 7.1 SHALL NOT APPLY TO INFORMATION (A) THAT SELLER OR ITS AFFILIATES IS
COMPELLED TO DISCLOSE BY JUDICIAL OR ADMINISTRATIVE PROCESS, OR, IN THE OPINION
OF COUNSEL, BY OTHER MANDATORY LEGAL REQUIREMENTS, (B) THAT HAS BEEN DISCLOSED
IN THE PUBLIC FILINGS OF PARENT MADE WITH THE SECURITIES AND EXCHANGE COMMISSION
AND STATE SECURITIES LAWS ADMINISTRATORS, OR (C) PROVIDED TO PROFESSIONAL
ADVISORS OF SELLER.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, EACH PARTY
(AND EACH EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF EACH PARTY) MAY DISCLOSE
TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND, THE TAX TREATMENT AND
TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND ALL
MATERIALS OF ANY KIND (INCLUDING OPINIONS AND OTHER TAX ANALYSES) THAT ARE
PROVIDED TO EACH PARTY RELATING TO SUCH TAX TREATMENT AND TAX STRUCTURE (AS SUCH
TERMS ARE DEFINED IN TREASURY REGULATION SECTION 1.6011-4(C)).
7.2
MAINTENANCE OF, AND ACCESS TO, RECORDS.
(A)
BY SELLER.
AFTER THE CLOSING, SELLER SHALL
PROVIDE BUYERS WITH ACCESS (WITH AN OPPORTUNITY TO MAKE COPIES), DURING NORMAL
BUSINESS HOURS, AND UPON REASONABLE NOTICE, TO ANY RECORDS RELATING TO THE
BUSINESS WHICH ARE RETAINED BY SELLER.
SELLER SHALL PRESERVE AND MAINTAIN ANY
BOOKS AND RECORDS RELATING TO THE BUSINESS AND RETAINED BY IT FOR AT LEAST FIVE
YEARS AFTER THE CLOSING DATE.
(B)
BY BUYER.
FROM AND AFTER THE CLOSING,
BUYERS SHALL, WHENEVER REASONABLY REQUESTED BY SELLER (INCLUDING REASONABLE
PRIOR NOTICE TO BUYERS) AND DURING NORMAL BUSINESS HOURS, PERMIT SELLER OR ITS
REPRESENTATIVES TO HAVE ACCESS TO SUCH BUSINESS RECORDS (INCLUDING WITHOUT
LIMITATION COMPUTER FILES) TURNED OVER TO BUYERS PURSUANT TO THIS AGREEMENT AS
MAY BE REQUIRED BY SELLER IN CONNECTION WITH THE CLOSING OF SELLER'S BOOKS, THE
PREPARATION OF SELLER'S AUDITED STATEMENT OF PURCHASED ASSETS AND ASSUMED
LIABILITIES AS OF THE CLOSING DATE, ANY AUDIT OR INVESTIGATION BY ANY
GOVERNMENTAL AUTHORITY, OR ANY MATTER RELATING TO INSURANCE COVERAGE OR THIRD
PARTY CLAIMS, IN EACH SUCH CASE TO THE EXTENT RELATING TO THE OPERATION OF THE
BUSINESS PRIOR TO THE CLOSING.
BUYER SHALL, UPON NOT LESS THAN TWO (2) BUSINESS
DAYS PRIOR NOTICE BY SELLER TO, AND THE AGREEMENT (NOT TO BE UNREASONABLY
WITHHELD OR DELAYED) BY BUYERS, ALLOW SELLER REASONABLE ACCESS TO FORMER
EMPLOYEES OF SELLER OR EMPLOYEES OF BUYERS THAT ARE NOT
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FORMER EMPLOYEES OF SELLER, FOR THE PURPOSE OF ASSISTING SELLER IN CONNECTION
WITH ANY OF THE FOREGOING MATTERS.
BUYERS SHALL