Common use of Access and Confidentiality Clause in Contracts

Access and Confidentiality. (a) Upon the reasonable request of Buyers, the Stockholder and del Caribe shall use commercially reasonable efforts to afford to Buyers and Buyers' accountants, counsel and representatives full access, during normal business hours throughout the period prior to the Closing (or the earlier termination of this Agreement), to all of the properties, books, records and contracts of del Caribe and the Partnership (including, without limitation, the Partnership's accounting records, the workpapers of Partnership's independent accountants, and all environmental studies, reports and other environmental records of the Partnership), to the extent such disclosure does not conflict with any confidentiality obligations of the Stockholder, del Caribe, Eco Holdings or the Partnership. (b) Neither Mirant, either Buyer nor any of their respective directors, officers, employees, agents or representatives may, directly or indirectly, disclose to any person or entity or use any Confidential Information for any purpose other than to evaluate and consummate the transactions contemplated by this Agreement and the other Transaction Documents. If Mirant or either Buyer is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative, demand, or similar process) to disclose any Confidential Information, Mirant and Buyers shall promptly notify the Stockholder, del Caribe and the Partnership so that the appropriate parties may seek an appropriate protective order or waive compliance with the provisions of this Section 4.1(b). If, in the absence of a protective order or the receipt of a waiver hereunder, Mirant or either Buyer is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal, Mirant or either Buyer, as applicable, may disclose the Confidential Information to the tribunal; provided, however, that Mirant and Buyers shall use all commercially reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosed.

Access and Confidentiality. (a) Upon Until the Closing Date, upon reasonable request prior notice and subject to applicable Requirements of BuyersLaw relating to the exchange of information, (i) Seller shall, and shall cause Pier 1 Bank to, permit the Stockholder Purchaser and del Caribe shall use commercially its authorized representatives to have reasonable efforts to afford to Buyers and Buyers' accountants, counsel and representatives full access, during normal regular business hours throughout the period prior for purposes consistent with this Agreement, to the Closing (or properties and Books and Records relating to the earlier termination of this Agreement)Business, to all of including the properties, books, records and contracts of del Caribe Master File and the Partnership (including, without limitation, the Partnership's accounting records, the workpapers of Partnership's independent accountants, and all environmental studies, reports and other environmental records of the Partnership)Cardholder List, to the extent that such disclosure access does not conflict unduly interfere with the business of the Seller or Pier 1 Bank; provided that the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement (defined below); and (ii) Seller and Pier 1 Bank or the Purchaser, as applicable, shall direct its respective employees, agents and representatives and shall cause the employees, agents and representatives of its respective Affiliates, to cooperate fully with the Purchaser or Seller, as the case may be, and its respective representatives in accessing such items; provided, that, in each case, the Purchaser and Seller, as applicable, and its respective representatives shall comply with the confidentiality obligations contained herein, and provided, further, that the foregoing shall not (1) require the Seller or Pier 1 Bank to permit any confidentiality inspection, or to disclose any information, that in their reasonable judgment is prohibited or would result in the disclosure of any proprietary information or trade secrets of third parties (including FACS Group, Inc.) or trade secrets of the Seller or its Affiliates unrelated to the Business or violate any obligations of the StockholderSeller or its Affiliates to any third party with respect to confidentiality or (2) require any disclosure by the Seller or its Affiliates that could, del Caribeas a result of such disclosure, Eco Holdings have the effect of causing the waiver of any attorney-client privilege. After the Closing, Seller shall keep confidential all Personal Information it disclosed to the Purchaser and all information relating to the Business and Pier 1 Bank, except information (other than Personal Information) which; (i) is part of the public domain; (ii) becomes part of the public domain other than as a result of a breach of these provisions by Seller; (iii) was received in good faith after Closing from an independent Person who was lawfully in possession of the information free of any obligation of confidence; (iv) is released from the provisions of this agreement by the written authorization of the Purchaser, or the Partnership(v) is required to be disclosed by an applicable Requirement of Law. (b) Neither MirantIf this Agreement is terminated, either Buyer nor each party, at its own expense, shall promptly deliver (without retaining any copies) to the other party or (at their option) confirm in writing to the other party that it has completely destroyed all information furnished to such party or its representatives by the other party or any of their respective directorsagents, officers, employees, agents employees or representatives mayin connection with this Agreement, directly whether so obtained before or indirectlyafter the execution hereof, disclose and all analyses, compilations, forecasts, studies or other documents prepared by such party or its representatives that contain or reflect any such information; provided, however, that the foregoing shall not apply to summary analyses made by such party that such party is required to retain (i) as part of the minutes of the proceedings of its board of directors or any person committee thereof, or entity (ii) to comply with applicable Requirements of Law. Notwithstanding the return or destruction of such information by the receiving party and/or its agents, employees and representatives, the receiving party and its agents, employees and representatives will continue to be bound by its obligations hereunder and under the Confidentiality Agreement regarding the use any Confidential Information for any purpose other than and confidentiality of such information. (c) In addition to evaluate and consummate the confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement and by the other Transaction DocumentsAncillary Agreements (including pursuant to clause (a) above) on or prior to the Closing Date shall be held by the Purchaser in accordance with the Confidentiality Agreement, dated May 4, 2006 between the Purchaser and Pier 1 Imports (the “Confidentiality Agreement”). If Mirant In the event of a conflict or either Buyer is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative, demand, or similar process) to disclose any Confidential Information, Mirant and Buyers shall promptly notify inconsistency between the Stockholder, del Caribe terms of this Agreement and the Partnership so Confidentiality Agreement, the terms of the Confidentiality Agreement shall govern. (d) The Parties agree that monetary damages would not be a sufficient remedy for any breach of the appropriate parties may seek an appropriate protective order or waive compliance with the foregoing provisions of this Section 4.1(b). If4.4 and the provisions of the Confidentiality Agreement, and that, in addition to all other remedies, each Party will be entitled to seek specific performance and to seek injunctive or other equitable relief as a remedy for any breach of the absence foregoing provisions of a protective order or this Section 4.4 and the receipt provisions of a waiver hereunderthe Confidentiality Agreement. (e) From the date hereof through the Closing Date, Mirant or either Buyer is, on Seller shall provide to the advice of counsel, compelled to disclose any Confidential Information to any tribunal, Mirant or either BuyerPurchaser portfolio statistical reports, as applicable, may disclose the Confidential Information to the tribunal; provided, however, that Mirant and Buyers shall use all commercially reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosedavailable.

Access and Confidentiality. (a) Upon the reasonable request Sellers shall cause Target to permit representatives of Buyers, the Stockholder and del Caribe shall use commercially reasonable efforts to afford to Buyers and Buyers' accountants, Buyer (including legal counsel and representatives full accessaccountants) to have reasonable access at all reasonable times upon prior reasonable notice, during and in a manner so as not to interfere unreasonably with the normal business hours throughout the period prior to the Closing (or the earlier termination operations of this Agreement)Target, to all of the premises, properties, personnel, books, records and contracts of del Caribe and the Partnership (includingincluding tax records), without limitation, the Partnership's accounting records, the workpapers of Partnership's independent accountantscontracts, and all environmental studies, reports and other environmental records documents of the Partnership), or pertaining to the extent such disclosure does not conflict with any confidentiality obligations of the Stockholder, del Caribe, Eco Holdings or the PartnershipTarget. (b) Neither MirantThe Parties acknowledge that the Confidentiality Agreement remains in full force and effect, either notwithstanding the execution and delivery of this Agreement. Buyer nor any of their respective directors, officers, employees, agents or representatives may, directly or indirectly, disclose to any person or entity or use will treat and hold any Confidential Information it receives from or regarding Sellers, Target or any Affiliate subject to the provisions of the Confidentiality Agreement and will not use any of the Confidential Information except in connection with this Agreement, and, if this Agreement is terminated for any purpose other than reason whatsoever, will return to evaluate Target all tangible and consummate electronic embodiments (and all copies) of the transactions contemplated by this Agreement and the other Transaction Documents. If Mirant or either Buyer is requested or required (by oral question or request for information or documents Confidential Information which are in any legal proceedingits possession, interrogatory, subpoena, civil investigative, demand, or similar process) to disclose any Confidential Information, Mirant and Buyers shall promptly notify the Stockholder, del Caribe and the Partnership so that the appropriate parties may seek an appropriate protective order or waive compliance all in accordance with the provisions of this Section 4.1(b)the Confidentiality Agreement. IfIf the Closing occurs, neither Target nor Buyer shall thereafter be restricted in the absence of a protective order or the receipt of a waiver hereunder, Mirant or either Buyer is, on the advice of counsel, compelled to disclose any Confidential Information to any tribunal, Mirant or either Buyer, as applicable, may disclose the Confidential Information to the tribunal; provided, however, that Mirant and Buyers shall its use all commercially reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information. (c) Buyer agrees to maintain the confidentiality of the Seller Confidential Information. (d) Notwithstanding any contrary provision of the Confidentiality Agreement or this Agreement (including without limitation any provision of this Section 5.5), Buyer is permitted to disclose Confidential Information and Seller Confidential Information (i) to any bank or other financial institution or lender in connection with any loan, loan application or other financing, so long as such bank or other financial institution or lender is aware of the confidential nature of the information and agrees to treat and hold as confidential such information to the same extent and manner as agreed by Buyer; and (ii) if in Buyer’s reasonable judgment Buyer is legally required to be discloseddisclose such information pursuant to subpoena or other legal process, under the federal securities or other disclosure laws, for tax reporting to the Internal Revenue Service and other taxing authorities, or otherwise.

Access and Confidentiality. (a) Upon Until the Closing Date, upon reasonable request prior notice and subject to applicable Requirements of BuyersLaw relating to the exchange of information, the Stockholder Seller will permit the Purchaser and del Caribe its authorized representatives to have reasonable access, during regular business hours for purposes consistent with this Agreement (including reasonable access to the servicing reports, systems and procedures of the Seller), to the personnel (including the Employees), properties and financial Books and Records, to the extent that such access does not interfere with the business of the Seller; provided, however, that the Purchaser and such representatives comply with the confidentiality obligations contained herein and in the Confidentiality Agreement; and provided, further that the foregoing shall use not (i) require the Seller to permit any inspection, or to disclose any information, that in its reasonable judgment would result in the disclosure of any trade secrets of third parties or trade secrets of the Seller or its Affiliates unrelated to the Business or violate any obligations of the Seller to any third party with respect to confidentiality if the Seller shall have used commercially reasonable efforts to afford obtain the consent of such third party to Buyers and Buyers' accountantssuch inspection or disclosure, counsel and representatives full accessor (ii) require any disclosure by the Seller that could, during normal business hours throughout as a result of such disclosure, have the period prior to effect of causing the Closing (or the earlier termination waiver of this Agreement), to all of the properties, books, records and contracts of del Caribe and the Partnership (including, without limitation, the Partnership's accounting records, the workpapers of Partnership's independent accountants, and all environmental studies, reports and other environmental records of the Partnership), to the extent such disclosure does not conflict with any confidentiality obligations of the Stockholder, del Caribe, Eco Holdings or the Partnershipattorney-client privilege. (b) Neither MirantIf this Agreement is terminated, either Buyer nor the Purchaser, at its own expense, will promptly deliver (without retaining any copies) to the Seller or (at the Seller’s option) confirm in writing to the Seller that it has completely destroyed, all information furnished to the Purchaser or its representatives by the Seller or any of their respective directorsits agents, officers, employees, agents employees or representatives mayin connection with this Agreement, directly whether so obtained before or indirectlyafter the execution hereof, disclose and all analyses, compilations, forecasts, studies or other documents prepared by the Purchaser or its representatives that contain or reflect any such information. The Purchaser will cause any information so obtained to be kept confidential and will not use, or permit the use of, such information in its business or in any person other manner or entity or use any Confidential Information for any other purpose other than except as contemplated by this Agreement. (c) In addition to evaluate and consummate the confidentiality arrangements contained herein, all information provided or obtained in connection with the transactions contemplated by this Agreement and by the other Transaction DocumentsAncillary Agreements (including pursuant to Section 5.3(a)) will be held by each party in accordance with the Confidentiality Agreement. If Mirant In the event of a conflict or either Buyer is requested or required (by oral question or request for information or documents in any legal proceeding, interrogatory, subpoena, civil investigative, demand, or similar process) to disclose any Confidential Information, Mirant and Buyers shall promptly notify inconsistency between the Stockholder, del Caribe terms of this Agreement and the Partnership so that Confidentiality Agreement, the appropriate parties may seek an appropriate protective order terms of this Agreement will govern; and in the event of a conflict or waive compliance with inconsistency between the terms of this Agreement and the Program Agreement, the terms of the Program Agreement will govern. (d) Each party and its Affiliates shall be entitled to specific performance of the foregoing provisions of this Section 4.1(b). If5.3 and the provisions of the Confidentiality Agreement, in the absence of a protective order or the receipt of a waiver hereunder, Mirant or either Buyer is, on the advice of counsel, compelled to disclose any Confidential Information addition to any tribunal, Mirant other remedies that they may have at law or either Buyer, as applicable, may disclose the Confidential Information to the tribunal; provided, however, that Mirant and Buyers shall use all commercially reasonable efforts to obtain an order or other assurance that confidential treatment will be accorded to such portion of the Confidential Information required to be disclosedin equity.