FOREGOING, BUYER AND SELLER SHALL EACH RETAIN, UNTIL THE APPLICABLE STATUTES OF
LIMITATIONS (INCLUDING ANY EXTENSIONS) HAVE EXPIRED, COPIES OF ALL TAX RETURNS,
SUPPORTING WORK SCHEDULES, AND OTHER RECORDS OR INFORMATION USED IN THE
PREPARATION OF SUCH RETURNS FOR ALL TAX PERIODS OR PORTIONS THEREOF ENDING ON OR
BEFORE THE CLOSING DATE AND SHALL NOT DESTROY OR OTHERWISE DISPOSE OF ANY SUCH
RECORDS WITHOUT FIRST PROVIDING THE OTHER PARTY WITH A REASONABLE OPPORTUNITY TO
REVIEW AND COPY THE SAME.
(C) PAYMENT OF LIABILITIES.
FOLLOWING THE CLOSING DATE, SELLER SHALL PAY
PROMPTLY WHEN DUE ALL OF THE DEBTS AND LIABILITIES OF SELLER, INCLUDING ANY
LIABILITY FOR TAXES.
SECTION 9.2
NONSURVIVAL OF REPRESENTATIONS, WARRANTIES AND
AGREEMENTS.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN SECTION 2.3
(AUTHORIZATION OF TRANSACTION), SECTION 2.9 (TITLE TO THE MAMMOGRAPHY
INTELLECTUAL PROPERTY), SECTIONS 2.10(M) AND (N) AND SECTION 3.2 (AUTHORIZATION
OF TRANSACTION) OF THIS AGREEMENT OR AS OTHERWISE PROVIDED IN THE LOAN AGREEMENT
(FOR PURPOSES THEREOF), NONE OF THE REPRESENTATIONS OR WARRANTIES IN THIS
AGREEMENT, ANY ANCILLARY AGREEMENT OR IN ANY INSTRUMENT DELIVERED PURSUANT TO
THIS AGREEMENT SHALL SURVIVE THE CLOSING, BUT SHALL EXPIRE WITH AND BE
TERMINATED AND EXTINGUISHED UPON THE CLOSING; PROVIDED, HOWEVER THAT NOTHING
HEREIN SHALL RELIEVE ANY PARTY FROM ANY INDEMNIFICATION OBLIGATIONS ARISING
UNDER ARTICLE VIII OR OUT OF SUCH PARTY'S FRAUD.
SECTION 9.3
COVENANT NOT TO COMPETE.
(A) SELLER AGREES THAT, AFTER THE CLOSING, BUYER SHALL BE ENTITLED TO THE
GOODWILL AND GOING CONCERN VALUE OF THE MAMMOGRAPHY INTELLECTUAL PROPERTY AND TO
PROTECT AND PRESERVE THE SAME TO THE MAXIMUM EXTENT PERMITTED BY LAW.
SELLER
ALSO ACKNOWLEDGES THAT ITS AND ITS SUBSIDIARIES RESPECTIVE CONTRIBUTIONS TO THE
MAMMOGRAPHY INTELLECTUAL PROPERTY HAVE BEEN UNIQUELY VALUABLE AND INVOLVE
PROPRIETARY INFORMATION THAT WOULD BE COMPETITIVELY UNFAIR TO MAKE AVAILABLE TO
ANY COMPETITOR OF THE MAMMOGRAPHY BUSINESS.
FOR THESE AND OTHER REASONS AND AS
AN INDUCEMENT TO BUYER TO ENTER INTO THIS AGREEMENT, SELLER, ON BEHALF OF ITSELF
AND ITS SUBSIDIARIES, AGREES THAT FOR A PERIOD OF FIVE YEARS FOLLOWING THE
CLOSING DATE NEITHER SELLER NOR THE SUBSIDIARIES WILL, DIRECTLY OR INDIRECTLY,
FOR ITS OWN BENEFIT OR AS AGENT FOR ANOTHER, CARRY ON OR PARTICIPATE IN THE
OWNERSHIP, MANAGEMENT OR CONTROL OF, OR THE FINANCING OF, OR BE EMPLOYED BY, OR
CONSULT FOR OR OTHERWISE RENDER SERVICES TO, OR ALLOW ITS NAME OR REPUTATION TO
BE USED IN OR BY ANY OTHER PRESENT OR FUTURE BUSINESS ENTERPRISE THAT COMPETES
WITH BUYER FOR SO LONG AS BUYER OR ANY PERSON ENTITLED TO OR ACQUIRING OWNERSHIP
OF THE GOODWILL OF THE MAMMOGRAPHY INTELLECTUAL PROPERTY THROUGH BUYER CARRIES
ON A LIKE BUSINESS THEREIN, BUT IN NO EVENT MORE THAN THE SAID FIVE-YEAR PERIOD;
PROVIDED HOWEVER THAT THE FOREGOING COVENANTS SHALL NOT PROHIBIT, OR BE
INTERPRETED AS PROHIBITING, SELLER OR THE SUBSIDIARIES FROM:
(I) CONTINUING
ANYWHERE IN THE WORLD IN ANY TYPE OF BUSINESS CONDUCTED BY THE SELLER OR THE
SUBSIDIARIES ON THE DATE HEREOF, WHICH IS NOT COMPETITIVE WITH THE BUSINESS OF
THE BUYER; (II) ENTERING INTO ANY RELATIONSHIP WITH