Common use of Access to Information and Confidentiality Clause in Contracts

Access to Information and Confidentiality. The Sellers shall give Buyer and its representatives reasonable access during normal business hours throughout the period prior to Closing to the operations, properties, books, accounting records, contracts, agreements, leases, commitments, programming, technical and sales records and other records of and pertaining to the Stations; provided, however, such access shall not disrupt the Sellers' normal operation. The Sellers shall furnish to Buyer all information concerning the Stations' affairs as Buyer may reasonably request. Buyer will maintain the confidentiality of all the information and materials delivered to it or made available for its inspection by the Sellers hereunder. Nothing shall be deemed to be confidential information that: (a) is known to Buyer at the time of its disclosure to Buyer; (b) becomes publicly known or available other than through disclosure by Buyer; (c) is received by Buyer from a third party not actually known by Buyer to be bound by a confidentiality agreement with or obligation to Sellers; or (d) is independently developed by Buyer as clearly evidenced by its records. Notwithstanding the foregoing provisions of this Section 3.11, Buyer may disclose such confidential information (x) to the extent required or deemed advisable to comply with applicable laws and regulations, (y) to its officers, directors, employees, representatives, financial advisors, attorneys, accountants, and agents with respect to the transactions contemplated hereby (so long as such parties are informed of the confidentiality of such information), and (z) to any Governmental Authority in connection with the transactions contemplated hereby. In the event this Agreement is terminated, Buyer will return to Sellers all confidential information prepared or furnished by Sellers relating to the transactions contemplated hereunder, whether obtained before or after the execution of this Agreement.

Access to Information and Confidentiality. The Sellers (a) From the date hereof until the earlier of the termination of this Agreement and the Closing Date, Seller shall, and shall cause the Company to, give Buyer Purchaser and its Fortis and their authorized representatives reasonable access during normal business working hours throughout to all of the period prior to Closing to the operationsCompany's books, records, Contracts, properties, booksofficers and employees, accounting recordsand Seller shall furnish or cause to be furnished to Purchaser and Fortis and their authorized representatives such available financial, contracts, agreements, leases, commitments, programming, technical and sales records legal and other records of and pertaining information with respect to the Stations; providedCompany that Purchaser or Fortis or any of their authorized representatives may reasonably request, however, provided that any such access shall not disrupt unreasonably interfere with the Sellers' normal operationconduct of the business of Seller or the Company. The Sellers Parties acknowledge and agree that any investigation by Purchaser and Fortis shall furnish to Buyer all information concerning not diminish or obviate any of the Stations' affairs as Buyer may reasonably request. Buyer will maintain the confidentiality of all the information and materials delivered to it representations, warranties, covenants or agreements made available for its inspection by the Sellers hereunder. Nothing shall be deemed or to be confidential information that: (a) is known performed by Seller pursuant to Buyer at the time of its disclosure to Buyer; this Agreement (b) becomes publicly known or available All data, reports, records and other than through disclosure by Buyer; (c) is information of any kind received by Buyer Fortis, Purchaser or any of their Affiliates or representatives from a third party not actually known by Buyer to be bound by a confidentiality agreement with Seller or obligation to Sellers; the Company or (d) is independently developed by Buyer as clearly evidenced by its records. Notwithstanding the foregoing provisions of their representatives under this Section 3.11, Buyer may disclose such confidential information (x) to the extent required Agreement or deemed advisable to comply with applicable laws and regulations, (y) to its officers, directors, employees, representatives, financial advisors, attorneys, accountants, and agents with respect to the transactions contemplated hereby (so long as such parties are informed of the confidentiality of such information), and (z) to any Governmental Authority in connection with the transactions contemplated herebyhereby shall be treated as confidential (collectively, "Confidential Information"). In Except as otherwise provided herein, neither Fortis nor Purchaser shall use (and they shall not permit their Affiliates or representatives to use) Confidential Information for their own benefit or for any other purpose except as provided in paragraph (c) hereof, and they shall use all commercially reasonable efforts to maintain the event confidentiality of Confidential Information. If any of Fortis, Purchaser, their -41- 38 Affiliates or their representatives is required to disclose Confidential Information by or to any court, arbitrator or Governmental Authority of competent jurisdiction, Purchaser shall, prior to such disclosure, promptly notify Seller of such requirement and all particulars related to such requirement. Seller shall have the right, at its own cost and expense, to object to such disclosure and to seek confidential treatment of any Confidential Information to be so disclosed on such terms as it shall determine. (c) The restrictions set forth in Section 5.3(b) shall not apply to the use or disclosure of Confidential Information to the extent, but only to the extent, (1) permitted or required pursuant to any other agreement between or among the Parties; (2) necessary by Purchaser in connection with exercising its rights or performing its duties or obligations under this Agreement or the Transaction Agreements; (3) contemplated by the last two sentences of Section 5.3(b); or (4) that Purchaser can demonstrate such Confidential Information (A) is terminated, Buyer will return to Sellers all confidential information prepared or furnished by Sellers relating becomes generally available to the transactions contemplated hereunderpublic through no fault or neglect of Fortis, whether obtained before Purchaser, or any of their Affiliates or representatives, (B) is received in good faith on a non-confidential basis from a third party who discloses such Confidential Information without violating any obligations of secrecy or confidentiality, (C) is independently developed after the execution time of this Agreementreceipt as shown by dated written records, or (D) was already possessed at the time of receipt as shown by prior dated written records.

Access to Information and Confidentiality. The Sellers (a) Prior to the Closing Date, the Company shall give Buyer provide to the Acquiror and its representatives officers, employees, accountants, counsel and financial advisors, reasonable access during normal business hours throughout the period prior to Closing to the operationsCompany's premises (including the Stores), properties, books, accounting records, contracts, agreements, leases, commitments, programming, technical books and sales records and other records of and pertaining will furnish to the StationsAcquiror (i) a copy of each report, schedule, registration statement and other documents filed by it during such period pursuant to the requirements of federal or state securities laws, and (ii) such other information with respect to the Assets and the Assumed Liabilities as the Acquiror reasonably requests; provided, however, that the Company shall not be required to provide to the Acquiror or its representatives access to (i) tax returns filed by the Company or any of its affiliates; (ii) any information or materials subject to confidentiality agreements with third parties or required to be kept confidential by law; or (iii) any privileged attorney-client communications or attorney work-product unless required to do so by law or court order. Prior to the Closing Date, the Acquiror shall have, with the prior consent of the Company (such consent not to be unreasonably withheld), reasonable access to the Company's regional and store managers; provided, however, that any such reasonable access shall not disrupt the Sellers' Company's normal operation. The Sellers shall furnish to Buyer all information concerning operations between the Stations' affairs as Buyer may reasonably request. Buyer will maintain date hereof and the confidentiality of all the information and materials delivered to it or made available for its inspection by the Sellers hereunder. Nothing shall be deemed to be confidential information that: (a) is known to Buyer at the time of its disclosure to Buyer; Closing. (b) becomes publicly known or available other than through disclosure by Buyer; (c) is received by Buyer from a third party not actually known by Buyer to be bound by a confidentiality agreement with or obligation to Sellers; or (d) is independently developed by Buyer as clearly evidenced by its records. Notwithstanding Each of the foregoing provisions of this Section 3.11Company and the Acquiror will, Buyer may disclose such confidential information (x) to the extent required or deemed advisable to comply with applicable laws and regulations, (y) to will cause its officers, directors, employees, representativesagents and representatives to, financial advisors(i) hold in confidence, attorneysunless compelled to disclose by judicial or administrative process, accountantsor, and agents with respect to in the transactions contemplated hereby (so long as such parties are informed opinion of its counsel, by other requirements of law, all nonpublic information concerning the confidentiality of such information), and (z) to any Governmental Authority other party furnished in connection with the transactions contemplated herebyby this Agreement until such time as such information becomes publicly available (otherwise than through the wrongful act of such person), (ii) not release or disclose such information to any other person, except in connection with this Agreement to its auditors, attorneys, financial advisors, other consultants and advisors, and (iii) not use such information for any competitive or other purpose other than with respect to its consideration and evaluation of the transactions contemplated by this Agreement. In the event of termination of this Agreement is terminatedfor any reason, Buyer the parties hereto will promptly return to Sellers or destroy all confidential documents containing nonpublic information prepared so obtained from any other party hereto and any copies made of such documents and any summaries, analyses or furnished by Sellers relating to the transactions contemplated hereunder, whether obtained before or after the execution of this Agreementcompilations made therefrom.