Intek. Acorn and each Shareholder acknowledge and --------------- agree that each party will have access to certain "Confidential Information" (as defined below) of the other parties, and in the future may gain additional Confidential Information. For the purpose of this Agreement, "Confidential Information" shall mean (x) information regarding the business of Intek or of Acorn which is not generally known and which gives such entity an advantage over competitors who do not know or use it, including but not limited to Intek's or Acorn's plans for future products or developments and (y) confidential information concerning third persons (including employees) which is not generally known. Notwithstanding the foregoing, Confidential Information shall not include: (i) information which is, or was at the time it was CONFIDENTIAL TREATMENT OF REDACTED PORTIONS APPLIED FOR disclosed, generally or readily obtainable by the public or the trade, (ii) information which is publicly known or becomes known, through no fault or activity of the party to whom the Confidential Information was disclosed, (iii) information disclosed pursuant to the requirement of a court, administrative agency, or other governmental body, or (iv) information which is disclosed pursuant to applicable law, rule or regulation. Intek and Acorn (on a post- Closing basis as to Confidential Information of the Shareholders), and each of the Shareholders (as to Confidential Information of Intek and Acorn) agree at all times to regard and preserve as confidential such Confidential Information, and to refrain from publishing or disclosing any part of it and from using, copying or duplicating it in any way or by any means whatsoever. Each of the Shareholders agrees to certify the destruction of or to return any Confidential Information to the owner of such Confidential Information upon request.
Intek. ILAC and NRTC shall each have the right to terminate this Agreement without any further liability to the other parties, in the event that NRTC, Intek or ILAC files or has filed against it a petition for voluntary or involuntary bankruptcy or is dissolved during the initial term of this Agreement or any renewal term thereof; or any court or governmental agency, order, or any material agreement to which Intek is a party, would require such termination in order for Intek to avoid being in violation thereof.
Intek and ILAC represent and warrant to NRTC as follows: (i) Intek and ILAC are duly organized, validly existing and in good standing under the jurisdiction of its organization, with all the requisite power and authority to enter into and perform under this Agreement; (ii) neither the execution nor the delivery of this Agreement nor the consummation of the transaction contemplated hereby will conflict with or result in any violation of or constitute a default under any term of the Articles of Incorporation or by-laws of Intek or ILAC or any agreement, mortgage, indenture, license, permit, lease or other instrument, judgment, decree, order, law or regulation by which Intek or ILAC is bound.
Intek shall not be responsible for the insurance, employee benefits and other related benefits of the Allocated Employees which accrued after the Distribution Date except as provided in the Transition Support Agreement. Spider shall be responsible for all costs associated with Allocated Employees from and after the Effective Date. Intek shall not be responsible for any COBRA benefit, or unemployment or worker's compensation benefits, of an employee or leased employee whose employment ends, or whose injury or death occurs, while an employee of Spider. Spider shall reimburse Intek if Intek has to make any payment in respect thereof, including as a result of adjustment to its insurance rates or government fund payment obligations. Spider will credit Allocated Employees for their service time at Intek and its subsidiaries for purposes of Spider benefit plans (unless prohibited by law) and Spider health and life insurance will not exclude pre-existing conditions.
