LTD.) SHALL NOT BE DEEMED A VIOLATION OF THIS SECTION 5.9.
(B)
THE SELLERS AND THE BUYERS AGREE THAT A
MONETARY REMEDY FOR A BREACH OF THE AGREEMENTS SET FORTH IN SECTION 5.9(A)
HEREOF WILL BE INADEQUATE AND IMPRACTICABLE AND FURTHER AGREE THAT SUCH A BREACH
WOULD CAUSE IRREPARABLE HARM, AND THAT THE NON-BREACHING PARTY SHALL BE ENTITLED
TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF WITHOUT THE NECESSITY OF PROVING
ACTUAL DAMAGES.
IN THE EVENT OF SUCH A BREACH, THE BREACHING PARTY AGREES THAT
THE NON-BREACHING PARTY
34
SHALL BE ENTITLED TO SUCH INJUNCTIVE RELIEF, INCLUDING TEMPORARY RESTRAINING
ORDERS, PRELIMINARY INJUNCTIONS AND PERMANENT INJUNCTIONS, AS A COURT OF
COMPETENT JURISDICTION SHALL DETERMINE.
THE BUYERS, IHI AND SELLERS FURTHER
AGREE THAT NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF THE
NON-BREACHING PARTY IS NOT SUCCESSFUL FOR ANY REASON WHATSOEVER IN OBTAINING
TEMPORARY AND PERMANENT INJUNCTIVE RELIEF AGAINST THE BREACHING PARTY AND/OR ANY
OF ITS AFFILIATES, THE NON-BREACHING PARTY SHALL BE INDEMNIFIED AND HELD
HARMLESS FOR ANY LOSSES, LIABILITIES OR CLAIMS OF ANY KIND OR NATURE ARISING
FROM A BREACH OF THIS SECTION 5.9 REGARDLESS OF ANY LIMITATION OF LIABILITY SET
FORTH HEREIN.
(C)
IF ANY OF THE PROVISIONS OF THIS SECTION
5.9 IS INVALID IN PART, IT SHALL BE CURTAILED, AS TO TIME, LOCATION OR SCOPE, TO
THE MINIMUM EXTENT REQUIRED FOR ITS VALIDITY UNDER THE LAWS OF THE UNITED STATES
AND SHALL BE BINDING AND ENFORCEABLE WITH RESPECT TO THE SELLERS SHAREHOLDERS,
OFFICERS OR DIRECTORS AS SO CURTAILED.
5.10.
USE OF NAMES.
BEGINNING PROMPTLY AFTER THE CLOSING
DATE (AND IN ANY EVENT NOT LATER THAN SIXTY (60) DAYS AFTER THE CLOSING DATE)
THE SELLERS SHALL (AT THEIR EXPENSE) CEASE ALL USE OF ALL COMPANY NAMES,
FICTITIOUS NAMES, PRODUCT NAMES AND OTHER NAMES USED BY THE SELLERS AT ANY TIME
ON OR BEFORE THE CLOSING DATE AND INCLUDED IN THE ASSETS, EXCEPT AS MAY BE
NECESSARY TO PERFORM THEIR OBLIGATIONS HEREUNDER.
5.11.
CONFIDENTIALITY.
IHI AND THE SELLERS AND THEIR
RESPECTIVE AFFILIATES SHALL KEEP SECRET AND RETAIN IN CONFIDENCE CONSISTENT WITH
THEIR RESPECTIVE POLICIES REGARDING CONFIDENTIAL MATTERS, ALL CONFIDENTIAL
MATTERS RELATING TO THE BUSINESS AND THE ASSETS INCLUDING, BUT NOT LIMITED TO,
TRADE SECRETS, CUSTOMER LISTS, DETAILS OF CONSULTANT CONTRACTS, PRICING
POLICIES, OPERATIONAL METHODS, MARKETING PLANS OR STRATEGIES, PRODUCT
DEVELOPMENT TECHNIQUES OR PLANS, BUSINESS ACQUISITION PLANS, TECHNICAL
PROCESSES, DESIGNS AND DESIGN PROJECTS, INVENTIONS, SOFTWARE, SOURCE CODES,
OBJECT CODES, SYSTEMS DOCUMENTATION AND RESEARCH PROJECTS AND OTHER BUSINESS
AFFAIRS RELATING SOLELY TO THE BUSINESS AND SHALL NOT DISCLOSE THEM TO ANYONE
OUTSIDE OF THE BUYERS AND ITS AFFILIATES, PROVIDED, HOWEVER, THIS COVENANT SHALL
NOT APPLY (A) TO ANY INFORMATION WHICH IS OR BECOMES GENERALLY AVAILABLE TO THE
PUBLIC OTHER THAN AS A RESULT OF DISCLOSURE BY IHI, THE SELLERS OR THEIR
AFFILIATES; (B) TO ANY INFORMATION WHICH IHI, THE SELLERS OR THEIR AFFILIATES
ARE REQUIRED BY SUBPOENA, COURT ORDER OR OTHER APPLICABLE LAW TO DISCLOSE,
PROVIDED THAT IHI OR THE SELLERS SHALL, IF PRACTICABLE, GIVE THE BUYERS AN
OPPORTUNITY TO OBTAIN INJUNCTIVE RELIEF OR