THE
RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION
AND THE COMPANY OR THE SUBSIDIARY.
[****].
(C)
EQUITABLE RELIEF.
THE SHAREHOLDERS ACKNOWLEDGE THAT ANY
BREACH OF ANY PROVISION OF THIS SECTION 7.2 WILL RESULT IN IRREMEDIABLE AND/OR
INCALCULABLE DAMAGE TO BUYER AND THE COMPANY.
IT IS THEREFORE AGREED THAT BUYER
AND THE COMPANY SHALL BE ENTITLED TO OBTAIN INJUNCTIVE RELIEF TO CAUSE [****]
ANY OF THE SHAREHOLDERS TO SPECIFICALLY PERFORM ITS OR HIS OBLIGATIONS UNDER
THIS SECTION 7.2, AND THAT ANY SUCH BREACH OR THREATENED BREACH MAY BE BROUGHT
IN A COURT OF EQUITY, IN ADDITION TO WHATEVER OTHER REMEDIES MAY BE AVAILABLE AT
LAW OR OTHERWISE.
7.3
BOOKS AND RECORDS.
THE COMPANY SHALL, AND CAUSE ITS SUBSIDIARY
TO, (A) HOLD ALL OF THEIR RESPECTIVE BOOKS AND RECORDS EXISTING ON THE CLOSING
DATE AND NOT DESTROY OR DISPOSE OF ANY THEREOF FOR A PERIOD OF SEVEN (7) YEARS
FROM THE CLOSING DATE; PROVIDED, THAT THE COMPANY AND THE SUBSIDIARY SHALL HAVE
THE RIGHT TO DESTROY SUCH BOOKS AND RECORDS PRIOR TO THE EXPIRATION OF SUCH
7-YEAR PERIOD, IF PRIOR TO DESTROYING SUCH BOOKS AND RECORDS THE COMPANY OR THE
SUBSIDIARY (AS APPLICABLE) OFFER TO THE SHAREHOLDER REPRESENTATIVE AT LEAST
THIRTY (30) DAYS PRIOR TO SUCH DESTRUCTION A REASONABLE OPPORTUNITY TO MAKE
COPIES OF SUCH BOOKS AND RECORDS, AND (B) FOLLOWING THE CLOSING DATE, AFFORD THE
SHAREHOLDERS AND ITS ACCOUNTANTS AND REPRESENTATIVES AND LEGAL COUNSEL, DURING
NORMAL BUSINESS HOURS, UPON REASONABLE REQUEST, REASONABLE ACCESS TO SUCH BOOKS,
RECORDS AND OTHER DATA AND TO THE EMPLOYEES OF THE COMPANY AND THE SUBSIDIARY TO
THE EXTENT THAT SUCH ACCESS MAY BE REASONABLY REQUIRED FOR ANY PURPOSE RELATED
TO THE PREPARATION OF ANY SHAREHOLDER'S TAX RETURN OR THE ENFORCEMENT OF ANY
SHAREHOLDER'S RIGHTS HEREUNDER AT NO COST TO ANY SHAREHOLDER (OTHER THAN FOR
REASONABLE OUT-OF-POCKET EXPENSES).
NOTWITHSTANDING THE FOREGOING OR ANYTHING
TO THE CONTRARY IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT SHALL LIMIT ANY
SHAREHOLDER'S RIGHT OF DISCOVERY.
7.4
FURTHER ASSURANCES.
UPON THE REASONABLE REQUEST OF ANY PARTY,
EACH OTHER PARTY WILL:
(A) EXECUTE AND DELIVER TO THE OTHER SUCH OTHER
DOCUMENTS, RELEASES, ASSIGNMENTS AND OTHER INSTRUMENTS AS MAY BE REQUIRED TO
EFFECTUATE THE AGREEMENT; AND (B) TAKE ALL OTHER ACTIONS TO FULFILL THE INTENT
AND PURPOSE OF THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREIN.
36
7.5
AFFILIATE TRANSACTIONS.
OTHER THAN WITH RESPECT TO THIS
AGREEMENT AND THE TRANSACTION DOCUMENTS, AT OR PRIOR TO CLOSING, THE COMPANY
SHALL TERMINATE, DISCHARGE AND RELEASE ALL CONTRACTS, OBLIGATIONS, LIABILITIES,
ACCRUED AND UNACCRUED EXPENSES, ADVANCES OR OTHER PAYMENTS WITH RESPECT TO THE
AFFILIATE TRANSACTIONS SET FORTH ON SCHEDULE 7.5.
OTHER THAN WITH RESPECT TO
THIS AGREEMENT OR THE AGREEMENTS AND TRANSACTIONS CONTEMPLATED HEREBY, THE
TERMINATION OF ALL SUCH AGREEMENTS, LIABILITIES AND OBLIGATIONS SHALL BE WITHOUT
ANY CONTINUING OBLIGATION OR LIABILITY OF (A) THE COMPANY TO THE SHAREHOLDERS OR
ANY AFFILIATES, OR (B) THE SHAREHOLDERS OR ANY AFFILIATES TO THE COMPANY OR ITS
AFFILIATES, EXCEPT AS SPECIFIED HEREIN.
7.6
ENVIRONMENTAL MATTERS.
FOLLOWING THE CLOSING, BUYER, THE