Common use of Access; Information and Records; Confidentiality Clause in Contracts

Access; Information and Records; Confidentiality. (a) During the period commencing on November 12, 2003 and ending on the Closing Date, the Company shall, upon reasonable request and notice of Parent, and at Parent’s expense, afford to Parent and it financing sources and their respective counsel, accountants and other representatives reasonable access during normal business hours to its properties, senior management, and Books and Records; provided, that any such access shall be approved in advance by the persons identified in Section 5.1(a) of the Company Disclosure Schedule. (b) Without the prior written consent of the Company, Parent shall not contact any suppliers to, employees (except pursuant to Section 5.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company or its Subsidiaries in connection with or pertaining to any subject matter of this Agreement, unless Parent affords a senior executive employee of the Company the opportunity to listen in on such contact. (c) During the period commencing on November 12, 2003 and ending on the Closing Date, without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, Parent shall not, nor will it permit any of its counsel, financial advisors and other representatives or Affiliates to, conduct any “Phase II” invasive environmental sampling or testing at any Company property, including of soil, sediment, groundwater or surface water or ambient air. (d) That certain confidentiality letter, dated August 5, 2003, between the Company and an Affiliate of Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, shall survive execution of this Agreement in accordance with its terms; provided that such Confidentiality Agreement shall terminate on the earlier of (i) the date specified in such Confidentiality Agreement and (ii) the Effective Time. (e) Notwithstanding anything herein or in the Confidentiality Agreement or any other agreement among the parties hereto to the contrary, any party subject to confidentiality obligations hereunder or under any related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure of any other information, including without limitation (i) the identities of participants or potential participants in this transaction, (ii) the existence or status of any negotiations, or (iii) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transaction.

Access; Information and Records; Confidentiality. (a) During the period commencing on November 12, 2003 the date hereof and ending on the Closing Date, the Company shall, upon reasonable request and notice of Parent, and at Parent’s expense, afford to Parent and it financing sources and their respective Parent, its counsel, accountants and other authorized representatives and advisors reasonable access during normal business hours to its properties, senior management, management and Books and Records, including with respect to Taxes or any applications for insurance; provided, however, that any such access shall be approved in advance by the persons identified in Section 5.1(a) of the Company Disclosure Schedule. (b) Without During the period commencing on the date hereof and ending on the Closing Date, without the prior written consent of the CompanyCompany (which consent shall not be unreasonably conditioned, delayed or withheld), Parent shall not contact any suppliers to, employees (except pursuant to Section 5.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company or any of its Subsidiaries in connection with or pertaining to any subject matter of this Agreement; provided, unless however, Parent affords a senior executive employee shall be permitted to engage in discussions with and to procure conditional, pre-closing, employment commitment letters from executives or other key employees of the Company or any of its Subsidiaries designated in advance by Parent to the opportunity Company from time to listen time. Parent agrees and acknowledges that the Company is entitled to participate in on any such contactcontacts. (c) During the period commencing on November 12, 2003 the date hereof and ending on the Closing Date, without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, Parent shall not, nor will it permit any of its counsel, financial advisors and other representatives or Affiliates to, conduct any “Phase II” invasive environmental sampling or testing at any Company propertytesting, including of soil, sediment, groundwater or surface water or ambient airair or initiate contact with any Governmental Authorities with jurisdiction over the Company in connection with or pertaining to the environmental condition or compliance of the Company. (d) That certain confidentiality letterParent and the Company will hold, and will cause their respective directors, officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in confidence in accordance with the provisions of the letter dated August 5June 21, 2003, 2006 between the Company and an Affiliate of Parent (the “Confidentiality Agreement”)Parent, the terms of which are incorporated herein by reference, shall survive execution of this Agreement in accordance with its terms; provided that such Confidentiality Agreement shall terminate on the earlier of (i) the date specified in such Confidentiality Agreement and (ii) the Effective Time. (e) Notwithstanding anything herein or in the Confidentiality Agreement or any other agreement among the parties hereto to the contrary, any party subject to confidentiality obligations hereunder or under any related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure of any other information, including without limitation (i) the identities of participants or potential participants in this transaction, (ii) the existence or status of any negotiations, or (iii) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transaction.

Access; Information and Records; Confidentiality. (a) During the period commencing on November 12, 2003 the date hereof and ending on the Closing Date, the Company shall, upon reasonable request and notice of ParentBuyer, and at Parent’s Buyer's expense, except to the extent restricted by applicable Law, afford to Parent Buyer and it financing sources and their respective counsel, accountants and other representatives its Representatives reasonable access during normal business hours to its the properties, senior management, and Books and RecordsRecords of the Business; provided, provided that any such access shall be approved in advance by any one of the persons identified in Section 5.1(a) of the Company Disclosure Schedule, which approval shall not be unreasonably withheld or delayed. (b) Without the prior written consent of the Company, Parent shall not contact any suppliers to, employees (except pursuant to Section 5.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company or its Subsidiaries in connection with or pertaining to any subject matter of this Agreement, unless Parent affords a senior executive employee of the Company the opportunity to listen in on such contact. (c) During the period commencing on November 12, 2003 the date hereof and ending on the Closing Date, without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretionfor any reason or no reason, Parent none of Buyer or its Affiliates shall not, nor will it permit contact any of its counsel, financial advisors and other representatives or Affiliates suppliers to, conduct employees (except pursuant to Section 5.1(a)) or customers of, the Company in connection with or pertaining to any “Phase II” invasive environmental sampling or testing at any Company property, including subject matter of soil, sediment, groundwater or surface water or ambient airthis Agreement. (dc) That certain confidentiality letterBuyer will hold, dated August 5and will cause its Representatives and Affiliates to hold, 2003, between any nonpublic information in confidence in accordance with the Company and an Affiliate provisions of Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, shall survive execution of this Agreement in accordance with its terms; provided that such Confidentiality Agreement shall terminate on the earlier of (i) the date specified in such Confidentiality Agreement and (ii) the Effective Time. (e) . Notwithstanding anything herein or in the Confidentiality Agreement or any other agreement among the parties hereto to the contrary, any party subject to confidentiality obligations hereunder or under any related document this Agreement (and any employee, representative or other agent of such partyany party to this Agreement) may disclose to any and all personsPersons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated herein by this Agreement and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentenceHowever, this authorization does not extend to disclosure of any other information, including without limitation (i) the identities of participants or potential participants in this transaction, (ii) the existence or status of any negotiations, or (iii) or any other term or detail, or portion of any documents or other materials, not related such information relating to the tax treatment or tax structure is required to be kept confidential to the extent necessary to comply with any applicable federal or state securities Laws. (d) No later than 45 days following the date hereof, the Company shall inform Buyer of the potential transactionaggregate amount of cash, cash equivalents or similar type investments, bank accounts, certificates of deposit, Treasury bills and other securities expected to be held by the Transferred Subsidiaries as of the Closing.

Access; Information and Records; Confidentiality. (a) During the period commencing on November 12, 2003 the date hereof and ending on the Closing Date, the Company shall, upon reasonable request and notice of Parent, and at Parent’s expense, afford afford, and shall cause its officers, directors, employees, attorneys and other advisors to Parent and it financing sources and their respective afford, to Parent, its counsel, accountants accountants, lenders and other authorized representatives reasonable access during normal business hours to its properties, accountants, senior management, management and Books and Records; provided. In addition, that any such access the Company shall be approved in advance by the persons identified in Section 5.1(a) facilitate a reasonable due diligence inquiry of Parent with customers of the Company Disclosure Scheduleand its Subsidiaries. (b) Without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed, Parent shall not contact any suppliers to, employees (except pursuant to Section 5.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company or its Subsidiaries in connection with or pertaining to any subject matter of this Agreement, unless Parent affords a senior executive employee of the Company the opportunity to listen in on such contact. (c) During the period commencing on November 12, 2003 and ending on the Closing Date, without Without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, Parent shall not, nor will it permit any of its counsel, financial advisors and other representatives or Affiliates to, conduct any “Phase II” invasive environmental sampling or testing at any Company propertytesting, including of soil, sediment, groundwater or groundwater, surface water or ambient air, or initiate contact with any Governmental Authorities with jurisdiction over the Company in connection with or pertaining to the environmental condition or compliance of the Company. (d) That certain confidentiality letterDuring the period commencing on the date hereof and ending on the Closing Date, dated August 5Parent will hold, 2003and will cause its respective directors, between officers, employees, accountants, counsel, financial advisors and other representatives and affiliates to hold, any nonpublic information in confidence in accordance with the Company provisions of the letter delivered on or about February 7, 2005 by Edgeview Partners LLC, on behalf of the Company, and an Affiliate of executed by Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Upon the Closing, shall survive execution of this Agreement in accordance with its terms; provided that such the Confidentiality Agreement shall terminate on the earlier be of (i) the date specified in such Confidentiality Agreement and (ii) the Effective Timeno further force or effect. (e) Notwithstanding anything herein or in the Confidentiality Agreement or any other agreement among the parties hereto to the contrary, any party subject to confidentiality obligations hereunder or under any related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated herein and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure of any other information, including without limitation (i) the identities of participants or potential participants in this transaction, (ii) the existence or status of any negotiations, or (iii) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transaction.

Access; Information and Records; Confidentiality. (a) During the ----------------------------------------------------- period commencing on November 12, 2003 the date hereof and ending on the Closing Date, the Company BFC shall, and shall cause its subsidiaries and controlled affiliates to, upon reasonable request and notice of Parent, and at Parent’s expensenotice, afford to Parent and it financing sources and their respective Buyer, its counsel, accountants and other authorized representatives reasonable access during normal business hours to its the plants, properties, senior management, books and Books and Recordsrecords of the Business, in order that Buyer may have the opportunity to make such reasonable investigations as it shall desire to make of the Business, in a manner not unreasonably disruptive to the Business; provided, provided that any contacts -------- with such access management, other than the individuals listed on Schedule 7.1, shall ------------ be approved in advance by Xxxxx Xxxxxxxx or Xxxxxx Xxxxxxxx. BFC will cause its officers, employees, accountants and other agents to furnish to Buyer such additional financial and operating and other data and information with respect to the persons identified in Section 5.1(a) of the Company Disclosure ScheduleBusiness as Buyer may from time to time reasonably request. (b) Without the prior written consent of the Company, Parent shall not contact any suppliers to, employees (except pursuant to Section 5.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company or its Subsidiaries in connection with or pertaining to any subject matter of this Agreement, unless Parent affords a senior executive employee of the Company the opportunity to listen in on such contact. (c) During the period commencing on November 12, 2003 the Escrow Funding Date and ending on the Closing Date, without BFC shall and shall cause its subsidiaries and controlled affiliates to (i) consult with Buyer with respect to material decisions relating to the prior written consent operation of the CompanyBusiness; provided that BFC shall have no obligations -------- hereunder to the extent prohibited by law, regulation or the terms of any contract, agreement or arrangement pursuant to which consent may be withheld in the Company’s sole discretion, Parent shall not, nor will it permit BFC or any of its subsidiaries or controlled affiliates is a party or by which any of them are bound; and (ii) obtain Buyer's written consent prior to entering into any contract or commitment pertaining to the Business for capital expenditures in excess of $100,000. (c) Buyer will hold, and will cause its espective directors, officers, employees, accountants, counsel, financial advisors and other representatives or Affiliates toand affiliates to hold, conduct any “Phase II” invasive environmental sampling or testing at any Company propertynonpublic information in confidence to the extent required by, including and in accordance with, the provisions of soilthe letter dated December 8, sediment2000, groundwater or surface water or ambient airbetween Buyer and BFC. (d) That certain Subject to Section 2.2(a)(iii)(B) hereof, for three (3) years after the Closing Date, BFC shall, and shall cause its subsidiaries and controlled affiliates to, maintain the confidentiality letter, dated August 5, 2003, between of all information relating to the Company Business and an Affiliate of Parent the Assets prior to the Closing that would constitute Evaluation Material (as defined in the “Confidentiality Agreement”), ) under the terms of which are incorporated herein by reference, shall survive execution of this Agreement in accordance with its terms; provided that such Confidentiality Agreement shall terminate on the earlier of (i) the date specified in such Confidentiality Agreement and (ii) the Effective Time. (e) Notwithstanding anything herein or under terms similar to those set forth in the Confidentiality Agreement or any other agreement among the parties hereto to the contrary, any party subject to confidentiality obligations hereunder or under any related document (and any employee, representative or other agent of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to Evaluation Material as though such terms applied to BFC and its subsidiaries and controlled affiliates and continued after the U.S. federal income tax treatment Closing Date; provided that BFC and U.S. federal income tax structure of the transactions contemplated herein its subsidiaries and all materials of controlled affiliates -------- may disclose any kind (including opinions such information as required by law, rule or other tax analyses) that are provided to it relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentenceregulation, this authorization does not extend to disclosure of any other informationorder, including without limitation (i) the identities of participants judgment or potential participants in this transaction, (ii) the existence or status of any negotiations, or (iii) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transactiondecree.

Access; Information and Records; Confidentiality. (a) During the period commencing on November 12, 2003 the date hereof and ending on the Closing Date, the Company shall, upon reasonable request and notice of Parent, and at Parent’s expense, afford to Parent and it financing sources and their respective Parent, its counsel, accountants and other authorized representatives reasonable access during normal business hours to its properties, senior management, and Books and Records; provided, provided that any such access shall be approved in advance by the persons identified in Section 5.1(a6.1(a) of the Company Disclosure Schedule. (b) Without the prior written consent of the Company, which consent may not be unreasonably withheld, Parent shall not contact any suppliers to, employees (except pursuant to Section 5.1(a6.1(a)) or customers of, or Governmental Authorities with jurisdiction over, the Company or its Subsidiaries in connection with or pertaining to any subject matter of this Agreement, unless Parent affords a senior executive employee of the Company the opportunity to listen in on such contact. (c) During the period commencing on November 12, 2003 and ending on the Closing Date, without Without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion, Parent shall notnot conduct any environmental sampling or testing on any Leased Real Property. (d) Parent will hold, nor and will it permit any of cause its respective directors, officers, employees, accountants, counsel, financial advisors and other representatives or Affiliates toand affiliates to hold, conduct any “Phase II” invasive environmental sampling or testing at any Company propertynonpublic information in confidence in accordance with the provisions of the letter dated July 28, including of soil, sediment, groundwater or surface water or ambient air. (d) That certain confidentiality letter, dated August 5, 2003, 2004 between the Company and an Affiliate of Parent (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference, shall survive execution of this Agreement in accordance with its terms; provided that such Confidentiality Agreement shall terminate on the earlier of (i) the date specified in such Confidentiality Agreement and (ii) the Effective Time. (e) Notwithstanding anything herein The Company, its Subsidiaries and each of their respective officers and directors shall not purchase or sell any of the securities of Parent until after the Effective Date or the termination of this Agreement, except as investors in the Confidentiality Agreement or any other agreement among the parties hereto to the contrary, any party subject to confidentiality obligations hereunder or under any related document diversified publicly traded mutual funds (and any employee, representative or other agent similar passive investment vehicles) where they do not control the timing of such party) may disclose to any and all persons, without limitation of any kind, any information with respect to the U.S. federal income tax treatment and U.S. federal income tax structure of the transactions contemplated herein and all materials of any kind (including opinions fund investments or other tax analyses) that are provided to it relating to such tax treatment and tax structure. To the extent not inconsistent with the immediately preceding sentence, this authorization does not extend to disclosure of any other information, including without limitation (i) the identities of participants or potential participants in this transaction, (ii) the existence or status of any negotiations, or (iii) or any other term or detail, or portion of any documents or other materials, not related to the tax treatment or tax structure of the potential transactiondispositions.