Common use of Access; Confidentiality Clause in Contracts

Access; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, access, during normal business hours during the period prior to the Appointment Date, to all its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a letter agreement dated November 22, 1996, as amended, between the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Code.

Access; Confidentiality. (a) Upon reasonable noticeDuring the Pre-Closing Period, the Company each Seller shall (and shall cause each its Representatives to, upon reasonable prior notice, free of its Subsidiaries to) afford to the charge, give Buyers, their officers, their authorized Representatives and a reasonable number of their employees, accountants, counsel, financing sources and other representatives of Parent, access, reasonable access during normal business hours during the period prior to the Appointment DateBusiness Contracts, to all its propertiesBooks and Records, employeesanalysis, booksprojections, contractsplans, commitments systems, management and records and, during such periodother personnel, the Company shall (Seller’s Representatives, commitments, offices and shall cause each of its Subsidiaries to) furnish promptly other facilities and properties to the extent related to the Business, the Acquired Assets and the Assumed Liabilities. The terms of the Confidentiality Agreement shall apply to any information provided to Buyer Parent pursuant to this Section 6.4. The right of Buyers to access pursuant to this Section 6.4 shall not modify in any way any representation or warranty in Article IV. Notwithstanding anything to the contrary set forth herein, no Seller shall be required to provide access to, or to disclose information, where such access or disclosure would (a) a copy jeopardize the attorney-client privilege of each reportsuch Seller, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel contravene any applicable Law or (c) give a third party the right to terminate or accelerate the rights under a contract to which a Seller is a party as Parent may reasonably request. After of the Appointment Date, the Company shall provide Parent and such persons date of this Agreement or otherwise bound as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a letter agreement dated November 22, 1996, as amended, between the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement; provided that in each case, deliver Seller Parent shall: (A) give reasonable notice to Buyer Parent true and complete copies of all Plans not previously delivered the fact that it is restricting or otherwise prohibiting access to Parent and any amendments thereto (documents or if the Plan is not a written Plan, a description thereofinformation pursuant to this Section 6.4), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service (B) inform Buyer Parent with respect to each Plan intended to qualify under section 401 sufficient detail of the Codereason for such restriction or prohibition, and (C) cause the applicable Seller to use its reasonable best efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition.

Access; Confidentiality. (a) Upon reasonable advance written notice, and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company shall (afford Parent and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other Parent’s representatives of Parent, reasonable access, during normal business hours during between the period prior date of this Agreement and the earlier of the Acceptance Time and the date of termination of this Agreement, to the Appointment Date, to all its propertiesAcquired Companies’ (i) officers, employees, booksand other personnel, contracts(ii) assets and (iii) all books and records, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each reportall information, scheduleincluding financial and operating data, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel business as Parent may reasonably request. After ; provided, however, that the Appointment DateAcquired Companies shall not be required to permit any inspection or other access, or to disclose any information to the extent such disclosure in the reasonable judgment of the Company could: (i) result in the disclosure of any trade secrets of Third Parties; (ii) jeopardize protections afforded to any of the Acquired Companies under the attorney-client privilege or the attorney work product doctrine; (iii) violate any Law; or (iv) materially and adversely interfere with the conduct of the Acquired Companies’ business; and provided further that any such access shall provide Parent be afforded and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent will hold any such information which is nonpublic shall be furnished solely at Parent’s expense. All requests for access pursuant to this Section 6.5(a) must be directed to the Chief Legal Officer of the Company or another person designated in confidence writing by the Company. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in accordance connection with the provisions of a letter agreement dated November 22Offer, 1996, as amended, between the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in Merger or any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Codeother Transactions without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed).

Access; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, access, during normal business hours during the period prior to the Appointment Date, to all its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request, including without limitation, true and complete copies of each Plan of the Company or of any of its Subsidiaries and any amendments thereto (or if any Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each such Plan intended to qualify under Section 401 of the Code. Access shall include the right to conduct such environmental studies and tests as Parent, in its reasonable discretion, shall deem appropriate; provided, however, that such studies and tests must be performed prior to April 15, 1997 and must be performed in such a way as not to disrupt materially the Company's business. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent and the Purchaser will hold any such information which is nonpublic non-public in confidence in accordance with with, and will otherwise abide by, the provisions of a letter agreement dated November 22, 1996, as amended, the Confidentiality Agreement between the Company and the Parent dated July 25, 1996 (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Code.

Access; Confidentiality. (a) Upon From the date hereof until the earlier of termination of this Agreement in accordance with Article 8 hereof or the Effective Time, upon reasonable noticenotice and subject to applicable law, the Company shall (shall, and shall cause each of its the Company Subsidiaries to) , afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, Parent and the Purchaser reasonable access, during normal business hours during the period prior to the Appointment Date, to all of its properties, employees, books, contracts, commitments commitments, records, officers and records employees, and all other interests concerning it and its business, assets, properties or condition (financial or otherwise) and, during such period, the Company shall (and shall cause each of its the Company Subsidiaries to) furnish promptly to Parent and the Parent Purchaser (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all such other information concerning its business, properties and personnel as Parent or the Purchaser may reasonably request. After the Appointment Date, the Company shall provide Parent and such persons Except as Parent shall designate with all such information, at such time otherwise agreed to in writing or as Parent shall request. Unless otherwise required by law or regulation (including Nasdaq and NASD rules), until the Appointment DateEffective Time, Parent and the Purchaser will hold any such be bound by, and all information which is nonpublic in confidence in accordance with received by the provisions Parent or its representatives pursuant to this Section 6.3 shall be subject to, the terms of a letter agreement the confidentiality agreement, dated November 22February 20, 19962004, as amended, entered into by and between the Company Parent and the Parent Company (as may be amended from time to time, the "“Confidentiality Agreement"”). The Company shall promptly, In the event this Agreement is terminated and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan Merger is not a written Planconsummated, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and parties to this Agreement affirm their understanding that the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 terms of the CodeConfidentiality Agreement shall survive such termination and shall continue in full force and effect.

Access; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, access, during normal business hours during the period prior to the Appointment Date, to all its employees, properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably requestre- quest. Access shall include the right to conduct such environmental studies and tests as Parent, in its reason- able discretion, shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Nothing, however, contained in this Section 5.2 shall require disclosure of the names of bidders, the disclo- sure of which is not required under Section 5.4. Unless otherwise required by law and until the Appointment Date, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a the letter agreement dated November 22July 15, 19961999 related to the Transactions, as amendedamended November 19, between the Company and the Parent 1999 (the "Confidentiality Confi- dentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Code.

Access; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, access, during normal business hours during the period prior to the Appointment Date, to all its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Access shall include the right to conduct such environmental studies and tests as Parent, in its reasonable discretion, shall deem appropriate, provided, however, that such studies and tests must be performed prior to February 23, 1997 and must be performed in such a way as to not materially disrupt the Company's business. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a letter agreement dated November 22March 29, 1996, as amended, 1996 between the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Code.or

Access; Confidentiality. (a) Upon From the date hereof until the ----------------------- Effective Time, upon reasonable noticenotice and subject to the terms of the Confidentiality Agreement, the Company shall (and shall cause each of its the Company Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of ParentParent and the Purchaser, reasonable access, during normal business hours during throughout the period prior to the Appointment Date, to all of its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its the Company Subsidiaries to) ), subject to any limitations imposed by law with respect to records of employees, furnish promptly to Parent and the Parent Purchaser (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent or the Purchaser may reasonably request. After the Appointment Date, the Company shall provide Parent or the Purchaser and such persons as Parent or the Purchaser shall designate with all such informationinformation as is in Company's possession or control and as Parent or the Purchaser shall reasonably request, at such time as Parent or the Purchaser shall reasonably request. Unless otherwise required by law or regulation (including stock exchange rules) and until the Appointment Date, Parent and the Purchaser will hold any such information which is nonpublic non-public in confidence in accordance with the provisions terms of a letter the Confidentiality Agreement (except as may be required by law or by any listing agreement dated November 22with or by the listing rules of the London Stock Exchange) and, 1996in the event this Agreement is terminated for any reason, as amended, between Parent or the Company and Purchaser shall promptly return or destroy such information in accordance with the Parent (the "Confidentiality Agreement"). The Company No investigation pursuant to this Section 6.5 shall promptly, and in affect any event within ten business days following representation or warranty made by the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Codeparties hereunder.

Access; Confidentiality. (a) Upon From the date hereof to ----------------------- the Effective Time, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives of Parent, access, during normal business hours during the period prior to the Appointment Date, to all its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Access shall include the right to conduct such environmental studies and tests as Parent, in its reasonable discretion, shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such persons as Parent shall designate with all such information, at such time as Parent shall request. Unless otherwise required by law and until the Appointment Date, Parent and Purchaser will hold any such information which is nonpublic non-public in confidence in accordance with with, and will otherwise abide by, the provisions of a letter agreement dated November 22, 1996, as amended, between the Confidentiality Agreement. No investigation pursuant to this Section 6.5(a) shall affect any representation or warranty made by the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Codehereunder.

Access; Confidentiality. (a) Upon reasonable notice, the The Company shall (and shall cause each of its Subsidiaries Company Subsidiary to) afford to the officers, employees, accountants, counsel, financing sources and other authorized representatives of Parent, reasonable access, during normal business hours provided such persons first contact Xxxxx Xxxxx, to coordinate the logistics of such access and only contact other Company employees and representatives as Xx. Xxxxx may reasonable direct, during the period prior to the earlier of the Appointment Date or Termination Date, to all its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries Company Subsidiary to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. If Xx. Xxxxx ceases to be employed by the Company or is otherwise unavailable to perform the duties set out in this SECTION 6.2, the Company shall promptly designate another executive officer of the Company to perform such duties and shall promptly inform Parent and Purchaser of such designation. Access shall include the right to conduct such environmental studies as Parent shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such persons Persons as Parent shall designate with all such information, at such time anytime as Parent shall reasonably request. Unless Until the Appointment Date, unless otherwise required by law and until or in order to comply with disclosure requirements applicable to the Appointment DateOffer Documents or the Proxy Statement, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a letter agreement dated November 22, 1996, as amended, between the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Code.

Access; Confidentiality. (a) Upon reasonable notice, the The Company shall (and shall cause ----------------------- each of its Subsidiaries Company Subsidiary to) afford to the officers, employees, accountants, counsel, financing sources counsel and other representatives of Parent, access, during normal business hours full access during the period prior to the Appointment Date, to all its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries Company Subsidiary to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. Access shall include the right to conduct such environmental studies as Parent, in its reasonable discretion, shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such persons Persons as Parent shall designate with all such information, information at such time anytime as Parent shall reasonably request. Unless Until the Appointment Date, unless otherwise required by law and until or in order to comply with disclosure requirements applicable to the Appointment DateOffer Documents or the Proxy Statement, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a letter agreement dated November 22the Confidentiality Agreement. Notwithstanding the foregoing, 1996prior to the Effective Time, except as permitted under the discovery procedures, as amendedin effect from time to time, for the litigation between the parties, neither the Company and the Parent (the "Confidentiality Agreement"). The nor any Company Subsidiary shall promptly, and in be under any event within ten business days following the date of this Agreement, deliver obligation to provide access to Parent true and complete copies of all Plans not previously delivered or Purchaser to Parent and any amendments thereto (or if its Intellectual Property to the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or extent that the Code and Company in good faith determines that such access will materially impair its right in litigation between the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Codeparties.

Access; Confidentiality. (a) Upon reasonable notice, the The Company shall (and shall cause each of its Subsidiaries Company Subsidiary to) afford to the officers, employees, accountants, counsel, financing sources and other authorized representatives of Parent, reasonable access, during normal business hours provided such persons first contact Xxxxx Xxxxx, to coordinate the logistics of such access and only contact other Company employees and representatives as Xx. Xxxxx may reasonable direct, during the period prior to the earlier of the Appointment Date or Termination Date, to all its properties, employees, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries Company Subsidiary to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. If Xx. Xxxxx ceases to be employed by the Company or is otherwise unavailable to perform the duties set out in this Section 6.2, the Company shall promptly designate another executive officer of the Company to perform such duties and shall promptly inform Parent and Purchaser of such designation. Access shall include the right to conduct such environmental studies as Parent shall deem appropriate. After the Appointment Date, the Company shall provide Parent and such persons Persons as Parent shall designate with all such information, at such time anytime as Parent shall reasonably request. Unless Until the Appointment Date, unless otherwise required by law and until or in order to comply with disclosure requirements applicable to the Appointment DateOffer Documents or the Proxy Statement, Parent will hold any such information which is nonpublic in confidence in accordance with the provisions of a letter agreement dated November 22, 1996, as amended, between the Company and the Parent (the "Confidentiality Agreement"). The Company shall promptly, and in any event within ten business days following the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code and the most recent determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under section 401 of the Code.

Access; Confidentiality. (a) Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel, financing sources and other representatives Representatives of Parent, including the Persons providing the Commitment, reasonable access, during normal business hours during the period after the date hereof and prior to the Appointment DateEffective Time, to all such of its properties, employeespersonnel, books, contracts, commitments and records as Parent may reasonably request, and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (a) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal Federal or state securities laws Laws and (b) all other information concerning its business, properties and personnel as Parent may reasonably request. After Notwithstanding anything in this Agreement to the Appointment Datecontrary, neither Parent, its Representatives, nor any Person providing the Commitment shall have the right to conduct any environmental boring, sampling, testing, or a Phase II review at any of the properties of the Company or its Subsidiaries provided that such restriction shall provide Parent and such persons as Parent shall designate not limit Parent's right to conduct any environmental investigation with all such information, at such time as Parent shall requestrespect to events occurring after the date hereof. Unless otherwise required by law and until the Appointment Date, Parent will hold any such information which is nonpublic in confidence in accordance remain bound by the terms of a confidentiality agreement with the provisions Company, dated as of a letter agreement dated November 22January 19, 1996, as amended, between the Company and the Parent 1999 (the "Parent Confidentiality Agreement") and the Company will remain bound by the terms of a confidentiality agreement with Parent dated as of April 20, 1999 (the "Company Confidentiality Agreement"). The Company shall promptly, Parent hereby acknowledges and in any event within ten business days following agrees that all Persons providing the date of this Agreement, deliver to Parent true and complete copies of all Plans not previously delivered to Parent and any amendments thereto (or if the Plan is not a written Plan, a description thereof), any related trust or other funding vehicle, any summary plan description required under ERISA or the Code Commitment and the most recent determination letter received from Representatives of such Persons are "Representatives" of Parent within the Internal Revenue Service with respect to each Plan intended to qualify under section 401 meaning of the CodeConfidentiality Agreement.