PROVIDED, HOWEVER, THAT THE RECEIVING PARTY SHALL NOT HAVE ANY
RESTRICTIVE OBLIGATION WITH RESPECT TO ANY INFORMATION WHICH (I) WAS PRIOR TO
THE DATE OF ITS DISCLOSURE CONTAINED IN A PRINTED PUBLICATION AVAILABLE TO THE
GENERAL PUBLIC, (II) IS OR BECOMES PUBLICLY KNOWN THROUGH NO WRONGFUL ACT OR
OMISSION OF THE RECEIVING PARTY, OR (III) IS KNOWN BY THE RECEIVING PARTY
WITHOUT ANY PROPRIETARY RESTRICTIONS BY THE FURNISHING/DISCLOSING PARTY AT THE
TIME OF RECEIPT OF SUCH INFORMATION; AND (C) ALL SUCH INFORMATION FURNISHED TO
EITHER PARTY BY THE OTHER, UNLESS OTHERWISE SPECIFIED IN WRITING, SHALL REMAIN
THE PROPERTY OF THE FURNISHING/DISCLOSING PARTY AND, IN THE EVENT THIS AGREEMENT
IS TERMINATED, SHALL BE RETURNED TO IT, TOGETHER WITH ANY AND ALL COPIES MADE
THEREOF, UPON REQUEST FOR SUCH RETURN BY IT (EXCEPT FOR DOCUMENTS SUBMITTED TO A
GOVERNMENTAL AGENCY WITH THE CONSENT OF THE FURNISHING/DISCLOSING PARTY OR UPON
SUBPOENA AND WHICH CANNOT BE RETRIEVED WITH REASONABLE EFFORT) AND IN THE CASE
OF (I) ORAL INFORMATION FURNISHED TO ANY PARTY BY THE OTHER WHICH SHALL HAVE
BEEN REDUCED TO WRITING BY THE RECEIVING PARTY AND (II) ALL INTERNAL DOCUMENTS
OF ANY PARTY DESCRIBING, ANALYZING OR OTHERWISE CONTAINING INFORMATION FURNISHED
BY THE OTHER PARTY, ALL SUCH WRITINGS AND DOCUMENTS SHALL BE DESTROYED, UPON
REQUEST, IN THE EVENT THIS AGREEMENT IS TERMINATED, AND EACH PARTY SHALL CONFIRM
IN WRITING TO THE OTHER COMPLIANCE WITH ANY SUCH REQUEST.
THE RECIPIENT OF
CONFIDENTIAL INFORMATION MAY DISCLOSE SUCH CONFIDENTIAL INFORMATION IF REQUIRED
PURSUANT TO A SUBPOENA BY A COURT OF COMPETENT JURISDICTION OR BY ORDER OF A
GOVERNMENTAL AGENCY OR OTHER APPLICABLE LAW, SO LONG AS THE PARTY REQUIRED TO
DISCLOSE THE CONFIDENTIAL INFORMATION PROVIDES THE OTHER PARTY PRIOR NOTICE
(UNLESS SUCH NOTICE IS PROHIBITED) OF SUCH REQUIREMENT TO PERMIT SUCH PARTY TIME
TO SEEK APPROPRIATE RELIEF AGAINST SUCH DISCLOSURE.
NOTWITHSTANDING THE
FOREGOING.
SELLER'S CONFIDENTIAL INFORMATION THAT RELATES EXCLUSIVELY TO THE
PURCHASED ASSETS OR IS INCLUDED IN THE PURCHASED ASSETS SHALL, AFTER CLOSING, BE
TREATED AS PURCHASER'S CONFIDENTIAL INFORMATION TO BE PROTECTED AS PROVIDED IN
THIS SECTION FROM USE OR DISCLOSURE BY SELLER.
13.02
REMEDY.
EACH PARTY HERETO ACKNOWLEDGES THAT THE REMEDY AT LAW FOR
ANY BREACH BY EITHER PARTY OF ITS OBLIGATIONS UNDER SECTION 13.01 OF THIS
AGREEMENT IS INADEQUATE AND THAT THE OTHER PARTY SHALL BE ENTITLED TO EQUITABLE
REMEDIES, INCLUDING AN INJUNCTION, IN THE EVENT OF BREACH BY ANY OTHER PARTY.
ARTICLE XIV
CERTAIN OTHER UNDERSTANDINGS
14.01
POST CLOSING ACCESS TO RECORDS AND RECORDS RETENTION
THE PURCHASER AGREES FOR A PERIOD EXTENDING FIVE (5) YEARS AFTER THE CLOSING
DATE NOT TO DESTROY OR OTHERWISE DISPOSE OF ANY RECORDS RELATING TO THE PERIOD
PRIOR TO ITS ACQUISITION OF THE PURCHASED ASSETS.
AFTER SUCH FIVE (5) YEAR
PERIOD, THE PURCHASER MAY DESTROY OR OTHERWISE DISPOSE OF SUCH RECORDS IF THE
PURCHASER SHALL OFFER IN WRITING TO SURRENDER SUCH RECORDS TO THE SELLER AND THE
SELLER SHALL FAIL TO AGREE IN WRITING TO TAKE POSSESSION THEREOF DURING THE
THIRTY (30)
39
DAY PERIOD AFTER SUCH OFFER