BY LAW OR ANY APPLICABLE COURT ORDER.
(B)
THE PARTIES WILL ALLOW EACH OTHER REASONABLE
ACCESS TO SUCH BOOKS AND RECORDS, AND TO PERSONNEL HAVING KNOWLEDGE OF THE
WHEREABOUTS AND/OR CONTENTS OF SUCH BOOKS AND RECORDS, FOR LEGITIMATE BUSINESS
REASONS, SUCH AS THE PREPARATION OF TAX RETURNS OR THE DEFENSE OF LITIGATION.
FOLLOWING THE CLOSING, EACH PARTY SHALL BE ENTITLED TO RECOVER ITS REASONABLE
OUT-OF-POCKET COSTS (INCLUDING, WITHOUT LIMITATION, COPYING COSTS) INCURRED IN
PROVIDING SUCH RECORDS AND/OR PERSONNEL TO THE OTHER PARTY.
THE REQUESTING
PARTY WILL HOLD IN CONFIDENCE ALL CONFIDENTIAL INFORMATION IDENTIFIED AS SUCH
BY, AND OBTAINED FROM, THE DISCLOSING PARTY, ANY OF ITS OFFICERS, AGENTS,
REPRESENTATIVES OR EMPLOYEES, PROVIDED, HOWEVER, THAT INFORMATION WHICH (I) WAS
IN THE PUBLIC DOMAIN; (II) WAS IN FACT KNOWN TO THE REQUESTING PARTY ON A
NON-CONFIDENTIAL BASIS PRIOR TO DISCLOSURE BY THE DISCLOSING PARTY, ITS
OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES; OR (III) BECOMES KNOWN TO THE
REQUESTING PARTY FROM OR THROUGH A THIRD PARTY NOT UNDER AN OBLIGATION OF
NON-DISCLOSURE TO THE DISCLOSING PARTY, SHALL NOT BE DEEMED TO BE CONFIDENTIAL
INFORMATION.
(C)
PRIOR TO THE CLOSING DATE, AND WITH THE
CONSENT OF THE SELLERS AND PARTHENON LTD. (SUCH CONSENT NOT TO BE UNREASONABLY
WITHHELD), THE SELLERS AND PARTHENON LTD. WILL ALLOW REPRESENTATIVES OF THE
BUYERS REASONABLE ACCESS TO THE TRANSFERRED U.K. EMPLOYEES IN ORDER THAT THE
BUYERS CAN NEGOTIATE SUBSTANTIALLY EQUIVALENT TERMS AND CONDITIONS OF EMPLOYMENT
WITH ANY SUCH TRANSFERRED U.K. EMPLOYEES, WHICH MAY INCLUDE RESTRICTIVE
COVENANTS, SUCH TERMS AND CONDITIONS TO TAKE EFFECT ON THE CLOSING DATE.
29
5.6.
EMPLOYEE RELATIONS AND BENEFITS.
(A)
CONDUCT PRIOR TO CLOSING DATE.
PRIOR TO
THE CLOSING DATE, NEITHER THE BUYERS NOR THEIR RESPECTIVE AFFILIATES SHALL TAKE
ANY ACTION TO CAUSE THE SELLERS OR PARTHENON LTD. TO TERMINATE THE EMPLOYMENT OF
ANY EMPLOYEE, AND NEITHER THE SELLERS NOR PARTHENON LTD. SHALL BE UNDER ANY
OBLIGATION TO TERMINATE ANY EMPLOYEE.
(B)
CONTINUITY OF EMPLOYMENT.
THE PARTIES
HERETO INTEND THAT THERE SHALL BE CONTINUITY OF EMPLOYMENT WITH RESPECT TO ALL
EMPLOYEES WHO WERE EMPLOYED BY THE SELLERS AND PARTHENON LTD. IMMEDIATELY PRIOR
TO THE CLOSING DATE.
(C)
OFFERS OF EMPLOYMENT.
PRIOR TO THE CLOSING
DATE, THE BUYERS SHALL OFFER AT-WILL EMPLOYMENT TO (I) THE EMPLOYEES SET FORTH
ON SECTION 5.6(C)(I) OF THE DISCLOSURE SCHEDULE AND (II) ALL OTHER PERSONS
EMPLOYED BY THE SELLERS IMMEDIATELY PRIOR TO CLOSING EXCLUDING THE TUPE
EMPLOYEES AND EMPLOYEES OF PARTHENON LTD. (THE "OFFER EMPLOYEES").
OFFER
EMPLOYEES WHO ACCEPT THE BUYERS' LETTER OF EMPLOYMENT ARE TOGETHER WITH THE
TRANSFERRED U.K. EMPLOYEES REFERRED TO COLLECTIVELY AS "TRANSFERRED EMPLOYEES."
(D)
COMPARABLE BENEFITS.
FOR ONE YEAR FOLLOWING
THE CLOSING DATE AND EFFECTIVE AS OF THE CLOSING DATE THE BUYERS SHALL, TO THE
EXTENT PRACTICABLE, OFFER SUCH COMPENSATION AND BENEFITS (INCLUDING, BUT NOT
LIMITED TO, HEALTH, WELFARE, PENSION, VACATION, SAVINGS AND SEVERANCE BENEFITS)
TO THE TRANSFERRED EMPLOYEES WHICH ARE SUBSTANTIALLY EQUIVALENT IN THE AGGREGATE
TO THE COMPENSATION AND BENEFITS THAT ARE IN EFFECT FOR SUCH EMPLOYEES
IMMEDIATELY PRIOR TO THE CLOSING.
(E)
BENEFIT PLAN PARTICIPATION.
EXCEPT