Common use of Access to Information and Confidentiality Clause in Contracts

Access to Information and Confidentiality. Sellers and the Company agree that until the Closing, Questron may conduct such reasonable investigation with respect to the business, business prospects, assets, liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers shall afford Questron reasonable access to the premises, books, records and business affairs of the Company (and, to the extent directly relating thereto, of Sellers) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a). Unless and until the transactions contemplated herein have been consummated, each of Questron and the Sellers shall maintain all confidential information received from the other in connection with its evaluation of the transactions contemplated by this Agreement (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron and the Sellers may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging Questron's financing in connection with the purchase, provided such persons are informed of and bound by Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron and the Sellers shall, promptly upon the other's request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, (c) becomes available to the holder on a non-confidential basis from a source other than Seller or its advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreement. Nothing contained in this Section 5.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by law, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.

Access to Information and Confidentiality. Sellers The Principals and the Company agree that until the Closing, QDL and Questron may conduct such reasonable investigation with respect to the businessBusiness, business prospects, assetsAcquired Assets, liabilities Assumed Liabilities, Liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit QDL and Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers the Company and the Principals shall afford QDL and Questron reasonable access to the premises, books, records Books and Records and business affairs of the Company (and, to the extent directly relating thereto, of Sellersthe Principals) for purposes of (i) conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish QDL and Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a4.13(a) and (ii) review the audited financial statements (the "1998 Audit") of the Company's financial position as of and for the year ended December 31, 1998 as audited by the Company's certified public accountants (which audited financial statements the Company and Seller agree may be disclosed by Questron for purposes of satisfying the financing condition set forth in Section 7.10). The Company and the Principals agree to cooperate with Questron and its representatives in the review of the 1998 Audit. Unless and until the transactions contemplated herein have been consummated, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Principals, on the other, shall maintain all confidential information received from the other parties in connection with its evaluation of the transactions contemplated by this Agreement Agreement, including the independent audit of the Company performed by QDL and/or Questron (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron QDL, Questron, the Company and the Sellers Principals may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging QuestronQDL's financing in connection with the purchase, provided such persons are informed of and bound by QDL's and Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron QDL, and Questron, on the one hand, and the Sellers Company and the Principals, on the other hand, shall, promptly upon the other's other parties' request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.46.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-non- confidential basis from a source other than Seller the Principals, the Company, or its their advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 6.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by lawLaw, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.

Access to Information and Confidentiality. Sellers (a) The Shareholders and the Company agree that until the Closing, QDL and Questron may conduct such reasonable investigation with respect to the businessBusiness, business prospects, assetsAcquired Assets, liabilities Assumed Liabilities, Liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit QDL and Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers the Company and the Shareholders shall afford QDL and Questron reasonable access to the premises, books, records Books and Records and business affairs of the Company (and, to the extent directly relating thereto, of Sellersthe Shareholders) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish QDL and Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a4.13(a). Unless and until the transactions contemplated herein have been consummated, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Shareholders, on the other, shall maintain all confidential information received from the other parties in connection with its evaluation of the transactions contemplated by this Agreement Agreement, including the independent audit of the Company performed by QDL and/or Questron (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron QDL, Questron, the Company and the Sellers Shareholders may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging QuestronQDL's financing in connection with the purchase, provided such persons are informed of and bound by QDL's and Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Shareholders, on the other hand, shall, promptly upon the other's other parties' request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.46.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-confidential basis from a source other than Seller the Shareholders, the Company, or its their advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 6.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by lawLaw, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.

Access to Information and Confidentiality. Sellers and the Company agree that until the Closing, Questron may conduct such reasonable investigation with respect to the business, business prospects, assets, liabilities (contingent or otherwise), results of operations, employees and financial condition of the Company as will permit Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers shall afford Questron reasonable access to the premises, books, records and business affairs of the Company (and, to the extent directly relating thereto, of Sellers) for purposes of conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a). Unless and until the transactions contemplated herein have been consummated, each of Questron and the Sellers shall maintain all confidential information received from the other in connection with its evaluation of the transactions contemplated by this Agreement [, including the independent audit of the Company performed by Questron] (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron and the Sellers may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging Questron's financing in connection with the purchase, provided such persons are informed of and bound by Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron and the Sellers shall, promptly upon the other's request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-confidential basis from a source other than Seller or its advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by law, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.

Access to Information and Confidentiality. Sellers The Shareholders and the Company agree that until the Closing, QDL and Questron may conduct such reasonable investigation with respect to the businessBusiness, business prospects, assetsthe Shares, liabilities Liabilities (contingent or otherwise), properties, assets, results of operations, employees and financial condition of the Company and its subsidiaries as will permit QDL and Questron to evaluate the transactions contemplated by this Agreement. Until the Closing, Sellers the Company and the Shareholders shall afford QDL and Questron reasonable access to the premises, books, records Books and Records and business affairs of the Company and its subsidiaries (and, to the extent directly relating thereto, of Sellersthe Shareholders) for purposes of (i) conducting such investigation and, promptly after the end of each month (without demand or notice), shall furnish QDL and Questron with copies of an unaudited balance sheet as of the end of such month and unaudited statements of income and cash flows for such month, in each case prepared consistent with the standards set forth in the second sentence of Section 3.11(a4.13(a) and (ii) review the audited financial statements (the "1998 Audit") of the Company's financial position as of and for the nine months ended December 31, 1998 as audited by Questron's certified public accountants (which audited financial statements the Company and Seller agree may be disclosed by Questron for purposes of satisfying the financing condition set forth in Section 7.10). The Company and the Shareholders agree to cooperate with Questron and its representatives in the review of the 1998 Audit. Unless and until the transactions contemplated herein have been consummated, each of Questron QDL and Questron, on the one hand, and the Sellers Company and the Shareholders, on the other, shall maintain all confidential information received from the other parties in connection with its evaluation of the transactions contemplated by this Agreement Agreement, including the independent audit of the Company performed by QDL and/or Questron (the "Confidential Information") in strict confidence, and shall take all precautions necessary to prevent disclosure, access to, or transmission of the Confidential Information, or any part thereof, to any third party. Each of Questron QDL, Questron, the Company, its subsidiaries and the Sellers Shareholders may make limited disclosure of Confidential Information to its representatives and to such other persons as need to know for the purpose of preparing for and negotiating this Agreement and in connection with the consummation of the purchase and sale contemplated hereby, including arranging QuestronQDL's financing in connection with the purchase, provided such persons are informed of and bound by QDL's and Questron's confidentiality 715586.5 -27- obligations hereunder. In the event the Closing does not occur for any reason, each of Questron QDL, and Questron, on the one hand, and the Sellers Company, its subsidiaries and the Shareholders, on the other hand, shall, promptly upon the other's other parties' request, return all copies and recordings of the Confidential Information in its possession or under its control and delete all records thereof in any data storage system maintained by it. For the purposes of this Section 5.46.4, Confidential Information shall not include information which (a) the holder can reasonably demonstrate was already in the holder's possession, provided that such information is not known by the holder to be subject to another confidentiality agreement with, or other obligation of secrecy to another party, (b) becomes generally available to the public other than as a result of a disclosure by the holder or the holder's directors, officers, employees, agents or advisors, or (c) becomes available to the holder on a non-confidential basis from a source other than Seller the Shareholders, the Company, its subsidiaries, or its their advisors, provided that such source is not known by the holder to be bound by a confidentiality agreement with, or other obligation of secrecy to another party or (d) relates to the Company and is acquired pursuant to and in accordance with this Agreementparty. Nothing contained in this Section 5.4 or otherwise shall prohibit the holder from making disclosure of Confidential Information to the extent required by law, rule or regulation, provided that the holder shall give the other prior notice as to the nature of the required disclosure so as to provide the other the opportunity to challenge the need for such disclosure.Section