APPROVED BY PURCHASER AND SELLERS (WHICH APPROVAL SHALL NOT BE UNREASONABLY
WITHHELD, CONDITIONED OR DELAYED), EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW
OR BY OBLIGATIONS PURSUANT TO ANY LISTING AGREEMENT WITH ANY SECURITIES MARKET
OR ANY SECURITIES MARKET REGULATIONS.
IF EITHER PARTY IS SO REQUIRED TO ISSUE
OR MAKE A PRESS RELEASE, PUBLIC STATEMENT OR OTHER ANNOUNCEMENT, IT SHALL INFORM
THE OTHER PARTY PRIOR TO THE ISSUANCE OR MAKING THEREOF AND SHALL REASONABLY
CONSULT WITH THE OTHER PARTY REGARDING THE CONTENT THEREOF.
8.4.
PROTECTION OF TRADE SECRETS.
EACH SELLER SHALL TAKE EFFORTS
THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO PREVENT THE UNAUTHORIZED
DISCLOSURE TO ANY OTHER PERSON OR ENTITY OF ANY
22
OF THE TRADE SECRETS USED IN OR RELATED TO THE BUSINESS.
EACH SELLER SHALL TAKE
ALL STEPS REASONABLY NECESSARY TO PROTECT AND PRESERVE THE CONFIDENTIALITY OF
THE TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION OF THE BUSINESS. "TRADE
SECRETS" MEANS BUSINESS OR TECHNICAL INFORMATION INCLUDING, BUT NOT LIMITED TO,
FORMULAS OR METHODS OF MANUFACTURING AND PRODUCTION AND KNOW-HOW, THAT IS NOT
GENERALLY KNOWN TO OTHER PERSONS OR ENTITIES WHO ARE NOT SUBJECT TO AN
OBLIGATION OF NONDISCLOSURE AND THAT DERIVES ACTUAL OR POTENTIAL COMMERCIAL
VALUE FROM NOT BEING GENERALLY KNOWN TO OTHER PERSONS OR ENTITIES. "KNOW-HOW"
MEANS IDEAS, DESIGNS, CONCEPTS, COMPILATIONS OF INFORMATION, METHODS,
TECHNIQUES, PROCEDURES AND PROCESSES, INVENTIONS AND DISCOVERIES, WHETHER OR NOT
PATENTABLE.
8.5.
BULK SALES COMPLIANCE.
EXCEPT WITH RESPECT TO EACH OF THE
SELLERS' OBLIGATIONS WHICH COMPRISE THE ASSUMED LIABILITIES, EACH SELLER SHALL
PAY IN FULL FROM THE PURCHASE PRICE ALL SUMS DUE AND OWING ITS CREDITORS.
PURCHASER AND EACH OF THE SELLERS HEREBY WAIVE COMPLIANCE WITH ANY "BULK SALES"
LAW UNDER ANY APPLICABLE UNIFORM COMMERCIAL CODE.
NOTWITHSTANDING THE
FOREGOING, THE SELLERS SHALL INDEMNIFY AND HOLD PURCHASER
HARMLESS AS PROVIDED
FOR ANY CLAIM, LIABILITY OR EXPENSE ARISING FROM OR IN CONNECTION WITH
NON‐COMPLIANCE WITH ANY APPLICABLE BULK SALES LAW AS IT PERTAINS TO THE
TRANSACTIONS CONTEMPLATED HEREBY.
8.6.
ACCESS TO INFORMATION.
BETWEEN THE DATE OF THIS AGREEMENT AND
THE CLOSING DATE, UPON REASONABLE NOTICE AND AT REASONABLE TIMES WITHOUT UNDUE
DISRUPTION TO THE BUSINESS, EACH SELLER WILL GIVE PURCHASER AND ITS AUTHORIZED
REPRESENTATIVES FULL ACCESS TO ALL PERSONNEL, OFFICES AND OTHER FACILITIES AND
TO ALL BOOKS AND RECORDS OF EACH SELLER (INCLUDING TAX RETURNS AND ACCOUNTING
WORK PAPERS) AND WILL PERMIT PURCHASER TO MAKE COPIES THEREOF AND WILL FULLY
COOPERATE WITH REGARD TO SUCH INSPECTIONS AS IT MAY REASONABLY REQUEST FOR ANY
PURPOSE, INCLUDING VERIFICATION THAT THE REPRESENTATIONS AND WARRANTIES WERE
TRUE WHEN MADE AND CONTINUE TO BE TRUE THROUGH AND INCLUDING THE CLOSING DATE
AND WILL CAUSE ITS OFFICERS TO FURNISH PURCHASER SUCH FINANCIAL AND OPERATING
DATA AND OTHER INFORMATION WITH RESPECT TO THE BUSINESS AND PROPERTIES OF EACH
COMPANY WHICH PURCHASER MAY FROM TIME TO TIME REASONABLY REQUEST.
8.7.
ALL REASONABLE EFFORTS.
SUBJECT TO THE TERMS AND CONDITIONS
HEREIN PROVIDED, EACH OF THE PARTIES HERETO AGREES TO USE ALL REASONABLE EFFORTS
TO TAKE, OR CAUSE TO BE TAKEN, ALL ACTIONS, AND TO