OF SELLER'S OR ITS SUBSIDIARIES' INCOME OR FRANCHISE TAX RETURNS (OR COPIES
THEREOF) PROVIDED BY SELLER EITHER AT CLOSING OR AT A LATER DATE OR OF
WORKPAPERS OR TAX SOFTWARE RELATED TO ANY SUCH INCOME OR FRANCHISE TAX RETURNS
(OR COPIES THEREOF) UNTIL THE SPECIFIC CONTENTS OF SUCH INCOME OR FRANCHISE TAX
RETURNS BECOME RELEVANT TO BUYER IN CONNECTION WITH (X) PREPARING AND FILING TAX
RETURNS, OR (Y) ANY TAX INQUIRY, AUDIT, INVESTIGATION OR DISPUTE WITH A
GOVERNMENT ENTITY, IN EACH CASE, AT WHICH TIME BUYER MAY USE SUCH TAX RETURNS
AND RELATED WORKPAPERS AND TAX SOFTWARE (OR COPIES THEREOF) FOR PURPOSES
REASONABLY RELATED TO THE ACTIVITIES DESCRIBED IN (X) OR (Y) ABOVE; PROVIDED,
FURTHER, THAT IN NO EVENT SHALL BUYER OR ITS REPRESENTATIVES HAVE ACCESS TO ANY
INFORMATION THAT, BASED ON ADVICE OF SELLER'S COUNSEL, WOULD (1) REASONABLY BE
EXPECTED TO CREATE LIABILITY UNDER APPLICABLE LAWS, INCLUDING U.S. ANTITRUST
LAWS, OR WAIVE ANY MATERIAL LEGAL PRIVILEGE (PROVIDED, THAT IN SUCH LATTER EVENT
BUYER AND SELLER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
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cooperate to permit disclosure of such information in a manner consistent with
the preservation of such legal privilege), (2) result in the disclosure of any
trade secrets of third parties or (3) violate any obligation of Seller with
respect to confidentiality (provided, that with respect to clause (3), to the
extent specifically requested by Buyer or Parent, Seller has in good faith
sought to obtain a waiver regarding the possible disclosure from the third party
to whom it owes an obligation of confidentiality). No Retained Books and Records
shall be destroyed by Seller without first advising Buyer in writing and giving
Buyer a reasonable opportunity to obtain possession thereof at the transferee's
expense.
(E)
FROM AND AFTER THE CLOSING, SELLER AND ITS AFFILIATES SHALL KEEP
CONFIDENTIAL ANY NON-PUBLIC INFORMATION IN THEIR POSSESSION RELATED TO THE
BUSINESS OR RELATED TO THE TRANSFERRED ASSETS (ANY SUCH INFORMATION THAT IS
REQUIRED TO KEEP CONFIDENTIAL PURSUANT TO THIS SENTENCE SHALL BE REFERRED TO AS
"CONFIDENTIAL INFORMATION"). NEITHER SELLER NOR ITS AFFILIATES SHALL DISCLOSE,
OR PERMIT ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR
REPRESENTATIVES TO DISCLOSE, ANY CONFIDENTIAL INFORMATION TO ANY OTHER PERSON OR
USE SUCH INFORMATION TO THE DETRIMENT OF BUYER OR ITS AFFILIATES; PROVIDED, THAT
SUCH PARTY MAY USE AND DISCLOSE ANY SUCH INFORMATION (I) ONCE IT HAS BEEN
PUBLICLY DISCLOSED (OTHER THAN BY SUCH PARTY IN BREACH OF ITS OBLIGATIONS UNDER
THIS SECTION 5.1(E)) OR (II) TO THE EXTENT THAT SUCH PARTY MAY, IN THE
REASONABLE JUDGMENT OF ITS COUNSEL, BE COMPELLED BY LAW TO DISCLOSE ANY OF SUCH
INFORMATION, SUCH PARTY MAY DISCLOSE SUCH INFORMATION IF IT HAS USED
COMMERCIALLY REASONABLE EFFORTS, AND HAS AFFORDED BUYER THE OPPORTUNITY, TO
OBTAIN AN APPROPRIATE PROTECTIVE ORDER, OR OTHER SATISFACTORY ASSURANCE OF
CONFIDENTIAL TREATMENT, FOR THE INFORMATION COMPELLED TO BE DISCLOSED. EXCEPT IN
RESPECT OF EXCLUDED ASSETS AND EXCLUDED LIABILITIES, THE SELLER CONFIDENTIALITY
AGREEMENT SHALL TERMINATE UPON THE CLOSING WITH NO FURTHER LIABILITY THEREUNDER
ON THE PART OF ANY