OBTAIN
ALL WAIVERS, CONSENTS, APPROVALS, INCLUDING BUT NOT LIMITED TO (I) AN APPROVAL
FROM THE SHAREHOLDERS MEETING AND AUTHORITIES AND (II) ALL CONSENTS AND
APPROVALS FROM CO-OWNERS AND LICENSORS OF THE INTELLECTUAL PROPERTY, AND
LICENSED INTELLECTUAL PROPERTY (EXCLUDING SOFTWARE RELATING TO NON-DEVELOPMENTAL
TOOLS), RESPECTIVELY, AS PROVIDED IN SECTION 1.11(I); AND PROMPTLY TO GIVE ALL
NOTICES, EFFECT ALL REGISTRATIONS PURSUANT TO AND MAKE ALL OTHER FILINGS WITH OR
SUBMISSIONS TO, ANY THIRD PARTIES, INCLUDING GOVERNMENTAL AUTHORITIES, NECESSARY
OR ADVISABLE TO AUTHORIZE, APPROVE OR PERMIT THE TRANSACTIONS CONTEMPLATED
HEREBY.
(F)
CONFIDENTIALITY. SELLER HEREBY COVENANTS AND AGREES THAT, EXCEPT
AS MAY BE REQUIRED BY LAW, RULE OR REGULATION OR COURT ORDER, UNLESS THIS
AGREEMENT IS TERMINATED, IT WILL NOT AT ANY TIME REVEAL, DIVULGE OR MAKE KNOWN
TO ANY PERSON (OTHER THAN (I) THE CREDITORS OF SELLER TO THE EXTENT NECESSARY TO
OBTAIN SUCH CREDITOR'S CONSENT PURSUANT TO SECTION 1.11(H), (II) TO KTB TO THE
EXTENT NECESSARY TO OBTAIN KTB'S WAIVER PURSUANT TO SECTION 1.11(M),
(III) SELLER'S EMPLOYEES, OFFICERS, DIRECTORS AND OUTSIDE ADVISORS WHO NEED TO
KNOW THE CONFIDENTIAL INFORMATION AND (IV) PURCHASER, THEIR AFFILIATES OR THEIR
AGENTS) ANY INFORMATION THAT RELATES TO THIS AGREEMENT, THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE R&D (WHETHER NOW POSSESSED BY SELLER OR FURNISHED BY
PURCHASER AFTER THE CLOSING DATE), INCLUDING, BUT NOT LIMITED TO, CUSTOMER LISTS
OR OTHER CUSTOMER INFORMATION, TRADE SECRETS OR FORMULAE, MARKETING PLANS OR
PROPOSALS, FINANCIAL INFORMATION OR ANY DATA, WRITTEN MATERIAL, RECORDS OR
DOCUMENTS USED BY OR RELATING TO THE R&D THAT ARE OF A CONFIDENTIAL NATURE
(COLLECTIVELY, THE "CONFIDENTIAL INFORMATION").
(G)
ADVICE OF CHANGES. SELLER HEREBY COVENANTS AND AGREES THAT IT WILL
ADVISE PURCHASER PROMPTLY IN WRITING OF ANY FACT THAT, IF PREVIOUSLY KNOWN,
WOULD HAVE BEEN REQUIRED TO BE SET FORTH OR DISCLOSED IN OR PURSUANT TO THIS
AGREEMENT, OR WHICH WOULD RESULT IN BREACH IN ANY MATERIAL RESPECT BY SELLER OF
ANY OF ITS REPRESENTATIONS AND WARRANTIES, COVENANTS OR AGREEMENTS HEREUNDER OR
WHICH WOULD HAVE A MATERIAL ADVERSE EFFECT ON THE TRANSFERRED ASSETS OR THE
TRANSACTIONS CONTEMPLATED HEREBY.
(H)
ALL NECESSARY FILINGS. SELLER HEREBY COVENANTS THAT IT HAS MADE AND
WILL MAKE ALL NECESSARY FILINGS WITH THE RELEVANT GOVERNMENT AGENCIES WHICH ARE
REQUIRED FOR THE COMPLETION OF THE TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
(I)
ACCESS TO INFORMATION; COOPERATION. SELLER HEREBY COVENANTS AND
AGREES THAT IT SHALL GIVE PURCHASER AND THEIR REPRESENTATIVES, COUNSEL,
ACCOUNTANTS AND CONSULTANTS REASONABLE ACCESS, DURING NORMAL BUSINESS HOURS, TO
SUCH OF THE PROPERTIES, BOOKS, ACCOUNTS, CONTRACTS AND RECORDS OF SELLER AS
PURCHASER DEEM RELEVANT TO THE TRANSFERRED ASSETS AND THE R&D, AND FURNISH OR
OTHERWISE MAKE AVAILABLE TO PURCHASER ALL SUCH INFORMATION CONCERNING THE
TRANSFERRED ASSETS AND THE R&D AS PURCHASER MAY REQUEST.
(J)
INTENTIONAL MISREPRESENTATIONS. WITHOUT EXPRESS WRITTEN CONSENT
OF PURCHASER, SELLER SHALL NOT TAKE OR OMIT ANY ACTION WITH THE INTENTION TO
CAUSE ANY OF ITS REPRESENTATIONS AND WARRANTIES UNDER THIS AGREEMENT TO BE
INACCURATE IN MATERIAL RESPECT AT, OR ANY TIME PRIOR TO, THE CLOSING.
(K)
VACATING PREMISES. ON OR PRIOR TO THE CLOSING