Common use of Access and Cooperation; Confidentiality Clause in Contracts

Access and Cooperation; Confidentiality. (a) Subject to compliance with applicable laws and regulations, and contractual obligations of each Asset Seller and each Acquired Company regarding proprietary information of third parties, PKI shall, and shall cause each Asset Seller and each Acquired Company to: (i) permit Buyer and its professional advisors to have reasonable access (at reasonable times, on reasonable prior written notice and in a manner so as not to interfere with the normal business operations of the Business) to the premises, properties, assets, personnel, financial and accounting records (including Tax records), contracts, and other records and documents (including patent application files), primarily relating to the Business, any of the Transferred Assets or any of the Transferred Liabilities for reasonable business purposes; (ii) cooperate, at Buyer’s expense, in the preparation by Buyer of audited financial statements related to the Business as determined by Buyer to be appropriate; and (iii) permit Buyer and its professional advisors to make copies and inspections thereof as may be reasonably requested, and to examine and verify (by such means as determined by Buyer in its sole discretion, but which shall not include a physical inventory) all of the Acquired Assets of a tangible nature, including with respect to their quantity, location and condition. For the avoidance of doubt, the Parties agree that (A) the preparation of any such financial statement shall in no event be a condition to, or delay, the Closing and (B) without limiting this Section 4.4(a), the rights of Buyer to access and cooperation under clauses (i) through (iii) above shall commence immediately following the date hereof. (b) Subject to Section 9.1(f), Buyer acknowledges that it remains bound by the confidentiality agreement, dated June 16, 2016, previously entered into between Buyer and PKI (the “Confidentiality Agreement”). Prior to the Closing, Buyer and its representatives shall not contact or communicate with the employees, customers and suppliers of PKI or any of its subsidiaries in connection with the transactions contemplated by this Agreement, except with the prior consent of PKI, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that none of the following shall constitute a violation of this Section 4.4(b): (i) contact or communication with employees, customers or suppliers that is limited in all material respects to prior disclosures agreed upon by Buyer and Seller, including in any press release relating to the transactions contemplated by this Agreement; (ii) contact with customers and suppliers of PKI or any of its subsidiaries in connection with commercial relationships in the ordinary course of the business of Buyer and its representatives; and (iii) other incidental or immaterial contact with employees, customers and suppliers. All information provided to Buyer or Buyer’s representatives under Section 4.4(a) shall be considered Confidential Information of Sellers prior to the Closing.

Access and Cooperation; Confidentiality. (a) Subject to compliance with the Confidentiality Agreement and applicable laws and regulationsLaw relating to the sharing of information, and contractual obligations of each Asset Seller and each Acquired the Company regarding proprietary information of third parties, PKI shallagrees to provide, and shall cause each Asset Seller its Subsidiaries to provide, Parent and each Acquired Company to: its Representatives, from time to time prior to the earlier of the Effective Time or the termination of this Agreement, reasonable access during normal business hours to (i) permit Buyer the Company’s and its professional advisors to have reasonable access (at reasonable times, on reasonable prior written notice and in a manner so as not to interfere with the normal business operations of the Business) to the premises, Subsidiaries’ respective properties, assets, personnel, financial and accounting records (including Tax records)books, contracts, commitments, personnel and other records and documents (including patent application files)records, primarily relating to the Business, any of the Transferred Assets or any of the Transferred Liabilities for reasonable business purposes; (ii) cooperate, at Buyer’s expense, in the preparation by Buyer of audited financial statements related to the Business such other information as determined by Buyer to be appropriate; and (iii) permit Buyer and its professional advisors to make copies and inspections thereof as may be Parent shall reasonably requested, and to examine and verify (by such means as determined by Buyer in its sole discretion, but which shall not include a physical inventory) all of the Acquired Assets of a tangible nature, including request with respect to the Company and its Subsidiaries and their quantityrespective businesses, location financial condition and condition. For the avoidance of doubt, the Parties agree that (A) the preparation of any such financial statement shall in no event be a condition to, or delay, the Closing and (B) without limiting this Section 4.4(a), the rights of Buyer to access and cooperation under clauses (i) through (iii) above shall commence immediately following the date hereofoperations. (b) Subject to the provisions of this Section 9.1(f6.5(b), Buyer acknowledges the Company shall provide, and shall cause its Subsidiaries and its and its Subsidiaries’ Representatives to provide, all cooperation reasonably requested by Parent (but only to the extent such request for cooperation would not unreasonably interfere with the business or operations of the Company) in connection with the arrangement and obtaining of the Financing (which, for purposes of this Section 6.5(b), includes any substitute or additional financing that it remains bound is comparable to the Financing), including (i) promptly providing to Parent for delivery to its financing sources (which, for purposes of this Section 6.5(b), includes any prospective lenders) all material financial information in their possession with respect to the Company, its Subsidiaries and the Transactions as reasonably requested by Parent or its financing sources, including financial statements and projections and other financial information prepared by the Company relating to the Company, its Subsidiaries and the Transactions (provided each such financing source and its respective directors, officers, employees, advisors, counsel, accountants, investment bankers and other representatives are subject to customary confidentiality agreementprovisions), dated June 16and information required by regulatory authorities or Governmental Entities or under applicable Law (such as applicable “know your customer” and anti-money laundering rules and regulations, 2016including the PATRIOT Act), previously entered into between Buyer (ii) at the reasonable request of Parent, making the Company’s senior officers and PKI other Company Representatives reasonably available to participate in a reasonable number of meetings with financing sources, presentations, rating agency sessions, drafting sessions and due diligence sessions, as applicable (provided that any meeting, presentation or session with an executive officer may, at such officer’s option, be by video conference or held at the Company’s Ohio headquarters) related to the Financing (or the syndication thereof), (iii) assisting Parent in the preparation of customary materials for bank information memoranda and similar documents required in connection with the Financing (or the syndication thereof) and using commercially reasonable efforts to cause the Company’s accountants to provide any necessary consent letters, (iv) assisting with execution and delivery of customary guaranty and security documents, other customary definitive financing documents or agreements, or other customary certificates or documents, as may be reasonably requested by Parent and otherwise reasonably facilitating the obtaining of the Financing, provided that, the foregoing notwithstanding, no obligations of the Company or its Subsidiaries or their respective Representatives under any of the foregoing referenced in this clause (iv) shall be effective unless and until the Closing occurs and then only if the foregoing shall have been specifically authorized by the respective board of directors of Parent and Surviving Corporation, and the foregoing shall be held in escrow pending the Closing and such authorization, and promptly destroyed at the request of the Company upon any termination of this Agreement, (v) permitting Parent’s financing sources involved in the Financing to evaluate and appraise the Company’s and its Subsidiaries’ current assets and liabilities, cash management and accounting systems, policies and procedures relating thereto for the purpose of establishing collateral arrangements, (vi) assisting Parent in the preparation of one or more credit, guarantee, security and/or other definitive agreements (and the disclosure schedules thereto) as reasonably requested by Parent in connection with the Financing, (vii) at the reasonable request of Parent, providing authorization letters to Parent’s financing sources authorizing the distribution of information to prospective lenders and containing customary representations that such information does not contain a material misstatement or omission and that the “Confidentiality Agreement”public side” versions of such documents, if any, do not include material non-public information about the Company or its Subsidiaries or their securities, (viii) using commercially reasonable efforts to arrange for customary payoff letters, Encumbrance terminations and instruments of discharge to be delivered at Closing providing for the payoff, discharge and termination on the Closing Date of Indebtedness and related Encumbrances that Parent informs the Company are to be paid off, discharged and terminated on the Closing Date (including, but not limited to, any Indebtedness under the Company’s credit arrangements with The Huntington Bank), and (ix) taking all corporate actions reasonably requested by Parent to permit the consummation of the Financing (including assisting Parent in the guaranty and collateral arrangements thereunder), and (x) at Parent’s request, upon the Effective Time, providing all cooperation necessary to procure the resignations and replacement of those directors serving on the Company Board or the board of directors of any Company Subsidiary. Prior to None of the Closing, Buyer and its representatives shall not contact or communicate with the employees, customers and suppliers of PKI Company or any of its subsidiaries Subsidiaries shall be required to pay any commitment fee or similar fee or incur any liability with respect to the Financing prior to the Closing. The Company hereby consents to the use of its and its Subsidiaries’ logos and trademarks in connection with the transactions contemplated by this AgreementFinancing, except with provided that such logos and trademarks are used solely in a manner that is not intended to disparage the prior consent of PKI, which consent shall not be unreasonably withheld, conditioned Company or delayed; provided, however, that none any its Subsidiaries or the reputation or goodwill of the following shall constitute a violation of this Section 4.4(b): (i) contact or communication with employees, customers or suppliers that is limited in all material respects to prior disclosures agreed upon by Buyer and Seller, including in any press release relating to the transactions contemplated by this Agreement; (ii) contact with customers and suppliers of PKI Company or any of its subsidiaries Subsidiaries. Notwithstanding anything to the contrary contained in this Section 6.5(b), the provisions of this Section 6.5(b) shall not require (y) the Chief Executive Officer and the Chief Financial Officer of the Company to collectively devote more than 100 hours of their time, in the aggregate, in connection with commercial relationships the Company’s obligations under this Section 6.5(b) or (z) the Company Board or the board of directors of any Company Subsidiary to take any action whatsoever. Parent shall reimburse the Company for its reasonable out-of-pocket expenses incurred in connection with the ordinary course performance of its obligations under this Section 6.5(b) promptly following the business of Buyer Company’s written request for reimbursement and its representatives; provision of reasonably detailed documentation with respect to such out-of-pocket expenses. (c) Parent shall, and shall cause its Representatives to, and shall use reasonable best efforts to cause its financing sources to, comply with all of their respective obligations under the Confidentiality Agreement (iii) other incidental or immaterial contact similar confidentiality provisions entered into with employeesthe financing sources), customers and suppliers. All information provided to Buyer or Buyer’s representatives under Section 4.4(a) which obligations shall be considered Confidential Information survive the termination of Sellers prior to this Agreement in accordance with the Closingterms set forth herein.

Access and Cooperation; Confidentiality. (a) Subject to compliance with applicable laws Laws and regulations, and contractual obligations during the period between the date of each Asset Seller and each Acquired Company regarding proprietary information this Agreement until the earlier of third partiesthe Closing Date or the termination of this Agreement pursuant to Article VIII, PKI GB Ltd. shall, and shall cause each Asset Seller and each Acquired Company to: (i) permit Buyer and its the Debt Financing Sources and their respective professional advisors to have reasonable access (at reasonable times, on reasonable prior written notice and in a manner so as not to unreasonably interfere with the normal business operations of the AS&O Business) to the premises, properties, assets, personnel, financial financial, employee benefit and accounting records (including Tax records), contracts, and other records and documents (including patent application files), relating primarily relating to the AS&O Business, the AS&O Business Benefit Plans, any of the Transferred Acquired Assets or any of the Transferred Assumed Liabilities for reasonable business purposes; purposes (ii) cooperate, at Buyer’s expense, in the preparation by Buyer of audited financial statements related including to the Business as determined by enable Buyer to establish and/or transition New Buyer Employees to Buyer Plans); provided, however, that Buyer shall have no right to perform invasive or subsurface investigations of any of the AS&O Business Properties without the prior written consent of GB Ltd., which can be appropriatewithheld for any reason; and (iiiii) permit Buyer and its the Debt Financing Sources and their respective professional advisors to make copies and inspections thereof as may be reasonably requested, and to examine and verify (verify, by such means as determined by mutually agreed upon between Buyer in its sole discretionand GB Ltd., but which shall not include a physical inventory) all of the Acquired Assets of a tangible nature, including with respect to their quantity, location and condition. For the avoidance of doubt, the Parties agree that (A) the preparation of any such financial statement shall in no event be a condition to, or delay, the Closing and (B) without limiting this Section 4.4(a), the rights of Buyer to access and cooperation under clauses (i) through (iii) above shall commence immediately following the date hereof. (b) Subject to Section 9.1(f10.1(f), Buyer acknowledges that it remains bound by the confidentiality agreement, dated June 16January 29, 20162018, previously entered into between Buyer and PKI Integer (the “Confidentiality Agreement”). Prior to the Closing, Buyer and its representatives shall not contact or communicate with the employees, customers and suppliers of PKI GB Ltd. or any of its subsidiaries in connection with the transactions contemplated by this Agreement, except with the prior consent of PKIGB Ltd., which consent shall not be unreasonably withheld, conditioned or delayeddelayed or pursuant to the communications plan that shall be agreed to by Buyer and GB Ltd. promptly following the date hereof (the “Interim Communications Plan”); provided, however, that none of the following shall constitute a violation of this Section 4.4(b5.4(b): (i) contact or communication with employees, customers or suppliers that is limited in all material respects to prior disclosures agreed upon by Buyer and SellerGB Ltd., including in any press release relating to the transactions contemplated by this Agreement; (ii) contact with customers and suppliers of PKI GB Ltd. or any of its subsidiaries in connection with commercial relationships in the ordinary course of the business of Buyer and its Affiliates and their respective representatives; and (iii) other incidental or immaterial contact with employees, customers and suppliers. All information provided to Buyer or Buyer’s representatives under Section 4.4(a5.4(a) shall be considered Confidential Information (as defined in the Confidentiality Agreement) of Sellers prior to the Closing.