Common use of Access to Information; Books and Records Clause in Contracts

Access to Information; Books and Records. (a) From the date hereof until the Closing, upon reasonable notice, Sellers shall and shall cause the Business Companies and each of their respective officers, directors, employees, agents and representatives to: (i) afford the officers, employees, authorized agents, accountants, counsel and other representatives of Purchaser (the “Purchaser Representatives”) reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records of the Business Companies, and (ii) furnish to Purchaser’s Representatives such additional, readily available financial and operating data and other information regarding the Business and the Business Companies (or legible copies thereof) as Purchaser may from time to time reasonably request; (b) Purchaser shall: (i) for a period of five years following the Closing, retain all books, documents, information, data, files and other records that relate to the Business, the Business Assets, or the Purchased Business Companies for periods prior to the Closing and which shall have been delivered to Purchaser; (ii) following the Closing, upon reasonable notice, afford Sellers and afford the officers, employees, authorized agents, accountants, counsel and other representatives of Sellers (the “Sellers Representatives”) reasonable access (including for inspection and copying, at Sellers’ expense), during normal business hours, to such books, documents, information, data, files and other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or relating to Retained Liabilities, the Business, the Business Assets, or the Purchased Business Companies; and (iii) furnish Sellers and their Representatives reasonable assistance, including access to personnel, in connection with any such claims and other proceedings; provided that (A) Sellers shall reimburse Purchaser for all direct and out-of-pocket costs associated with such assistance and access, (B) such assistance and access shall be given only to the extent it does not interfere with the conduct of Purchaser’s business, and (C) such access shall be granted until the later of five years following the Closing and the expiration date of the applicable statute of limitations (including any extensions) plus 30 days with respect to Tax matters. Purchaser shall permit, promptly upon reasonable request, Sellers and their Representatives to use original copies of any such records for purposes of litigation; provided that such records shall promptly be returned to Purchaser following such use. Purchaser shall not destroy any such books and records without providing the Sellers with written notice detailing the contents of such books and records, and providing the Sellers with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereof.

Access to Information; Books and Records. (a) From the date hereof until the Closing, upon reasonable notice, Sellers Seller shall and shall cause the Business Companies and each of their respective officers, directors, employees, agents and representatives to: (i) afford the Purchaser's officers, employees, authorized agents, accountants, accountants and counsel and other representatives of Purchaser (the “Purchaser Representatives”) reasonable access, access during normal business hourshours throughout the period prior to the Closing Date or the date of termination of this Agreement, to the offices, properties, plantscontracts, other facilitiescommitments, books and records of related exclusively to the Business Companies, (other than tax and (iiaccounting records) and to use its reasonable efforts to cause its representatives to furnish promptly to Purchaser’s Representatives Purchaser such additional, readily available additional financial and operating data and other information regarding exclusively related to the Business and the Business Companies (or legible copies thereof) Purchased Assets as Purchaser or its duly authorized representatives may from time to time reasonably request;; provided, however, that nothing herein shall require Seller to disclose any information to Purchaser if such disclosure (i) would cause significant competitive harm to Seller or its affiliates if the transactions contemplated by this Agreement are not consummated, (ii) would contravene any Law, fiduciary duty or agreement entered into prior to the date of this Agreement or the provisions of any confidentiality agreement to which Seller is or becomes a party, or (iii) jeopardize any attorney-client or other similar privilege. All requests for such access shall be made to such representatives of Seller as Seller shall designate in writing to Purchaser. It is further understood and agreed that neither Purchaser nor its representatives shall contact any of the employees, customers or suppliers of the Business in connection with the transactions contemplated hereby without the prior authorization of Seller; provided, however, that with respect to a request by Purchaser to Seller regarding contacting employees of the Business, such authorization shall not be unreasonably withheld. (b) Purchaser shall: will hold any such information in accordance with the provisions of the Confidentiality Agreement between WKI Holding 31 Company, Inc. and Purchaser, dated as of February 5, 2004 (ithe "Confidentiality Agreement"), without regard to the time limit set forth in paragraph (11) thereof; provided, Seller acknowledges that Purchaser shall be permitted to file a copy of the Agreement with the Securities and Exchange Commission. (c) Both parties agree that they shall preserve and keep all the Business books and records (together with the other books and records of the Business, the "Books and Records") in their possession for a period of at least five years following from the ClosingClosing Date. Both parties agree that they will, retain all books, documents, information, data, files and other records that relate to the Businessextent permitted by Law and existing agreements, cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) after the Closing Date which are necessary or useful in connection with the preparation of any financial statements and the audit or review by Purchaser's or Seller's independent auditors, any Tax inquiry, audit, investigation or dispute or any claim, litigation or investigation (including any claim or litigation between Purchaser and Seller) or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. The party reviewing such Books and Records shall bear all of the out-of-pocket costs and expenses (excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees. Seller may require certain financial information relating to the Business Assets, or the Purchased Business Companies for periods prior to the Closing Date for the purpose of filing federal, state, local and which shall have been delivered to Purchaser; (ii) following the Closing, upon reasonable notice, afford Sellers and afford the officers, employees, authorized agents, accountants, counsel foreign Tax Returns and other representatives governmental reports, and Purchaser agrees to furnish such information to Seller at Seller's request and expense. Purchaser and Seller shall cooperate with each other in the conduct of Sellers (the “Sellers Representatives”) reasonable access (including for inspection and copying, at Sellers’ expense), during normal business hours, to such books, documents, information, data, files and any audit or other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or proceeding relating to Retained Liabilities, the Business, Taxes involving the Business Assets, or the Purchased Business Companies; and Assets for any taxable period (iiior portion thereof) furnish Sellers and their Representatives reasonable assistance, including access to personnel, in connection with any such claims and other proceedings; provided that (A) Sellers shall reimburse Purchaser for all direct and out-of-pocket costs associated with such assistance and access, (B) such assistance and access shall be given only to the extent it does not interfere with the conduct of Purchaser’s business, and (C) such access shall be granted until the later of five years following the Closing and the expiration date of the applicable statute of limitations (including any extensions) plus 30 days with respect to Tax matters. Purchaser shall permit, promptly upon reasonable request, Sellers and their Representatives to use original copies of any such records for purposes of litigation; provided that such records shall promptly be returned to Purchaser following such use. Purchaser shall not destroy any such books and records without providing the Sellers with written notice detailing the contents of such books and records, and providing the Sellers with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereofClosing Date.

Access to Information; Books and Records. (a) From the date hereof until the Closing, upon reasonable notice, Sellers Seller shall and shall cause the Business Companies and each of their respective officers, directors, employees, agents and representatives to: (i) afford the Purchaser's officers, employees, authorized agents, accountants, accountants and counsel and other representatives of Purchaser (the “Purchaser Representatives”) reasonable access, access during normal business hourshours throughout the period prior to the Closing Date or the date of termination of this Agreement, to the offices, properties, plantscontracts, other facilitiescommitments, books and records of related exclusively to the Business Companies, (other than tax and (iiaccounting records) and to use its reasonable efforts to cause its representatives to furnish promptly to Purchaser’s Representatives Purchaser such additional, readily available additional financial and operating data and other information regarding exclusively related to the Business and the Business Companies (or legible copies thereof) Purchased Assets as Purchaser or its duly authorized representatives may from time to time reasonably request;; provided, however, that nothing herein shall require Seller to disclose any -------- ------- information to Purchaser if such disclosure (i) would cause significant competitive harm to Seller or its affiliates if the transactions contemplated by this Agreement are not consummated, (ii) would contravene any Law, fiduciary duty or agreement entered into prior to the date of this Agreement or the provisions of any confidentiality agreement to which Seller is or becomes a party, or (iii) jeopardize any attorney-client or other similar privilege. All requests for such access shall be made to such representatives of Seller as Seller shall designate in writing to Purchaser. It is further understood and agreed that neither Purchaser nor its representatives shall contact any of the employees, customers or suppliers of the Business in connection with the transactions contemplated hereby without the prior authorization of Seller; provided, however, that with respect to a request by -------- ------- Purchaser to Seller regarding contacting employees of the Business, such authorization shall not be unreasonably withheld. (b) Purchaser shall: will hold any such information in accordance with the provisions of the Confidentiality Agreement between WKI Holding Company, Inc. and Purchaser, dated as of February 5, 2004 (ithe "Confidentiality --------------- Agreement"), without regard to the time limit set forth in paragraph (11) --------- thereof; provided, Seller acknowledges that Purchaser shall be permitted to file a copy of the Agreement with the Securities and Exchange Commission. (c) Both parties agree that they shall preserve and keep all the Business books and records (together with the other books and records of the Business, the "Books and Records") in their possession for a period of at least ----------------- five years following from the ClosingClosing Date. Both parties agree that they will, retain all books, documents, information, data, files and other records that relate to the Businessextent permitted by Law and existing agreements, cooperate with and make available to the other party, during normal business hours, all Books and Records, information and employees (without substantial disruption of employment) after the Closing Date which are necessary or useful in connection with the preparation of any financial statements and the audit or review by Purchaser's or Seller's independent auditors, any Tax inquiry, audit, investigation or dispute or any claim, litigation or investigation (including any claim or litigation between Purchaser and Seller) or any other matter requiring any such Books and Records, information or employees for any reasonable business purpose. The party reviewing such Books and Records shall bear all of the out-of-pocket costs and expenses (excluding reimbursement for salaries and employee benefits) reasonably incurred in connection with providing such Books and Records, information or employees. Seller may require certain financial information relating to the Business Assets, or the Purchased Business Companies for periods prior to the Closing Date for the purpose of filing federal, state, local and which shall have been delivered to Purchaser; (ii) following the Closing, upon reasonable notice, afford Sellers and afford the officers, employees, authorized agents, accountants, counsel foreign Tax Returns and other representatives governmental reports, and Purchaser agrees to furnish such information to Seller at Seller's request and expense. Purchaser and Seller shall cooperate with each other in the conduct of Sellers (the “Sellers Representatives”) reasonable access (including for inspection and copying, at Sellers’ expense), during normal business hours, to such books, documents, information, data, files and any audit or other records, including in connection with claims, proceedings, actions, investigations, audits and other regulatory or legal proceedings involving or proceeding relating to Retained Liabilities, the Business, Taxes involving the Business Assets, or the Purchased Business Companies; and Assets for any taxable period (iiior portion thereof) furnish Sellers and their Representatives reasonable assistance, including access to personnel, in connection with any such claims and other proceedings; provided that (A) Sellers shall reimburse Purchaser for all direct and out-of-pocket costs associated with such assistance and access, (B) such assistance and access shall be given only to the extent it does not interfere with the conduct of Purchaser’s business, and (C) such access shall be granted until the later of five years following the Closing and the expiration date of the applicable statute of limitations (including any extensions) plus 30 days with respect to Tax matters. Purchaser shall permit, promptly upon reasonable request, Sellers and their Representatives to use original copies of any such records for purposes of litigation; provided that such records shall promptly be returned to Purchaser following such use. Purchaser shall not destroy any such books and records without providing the Sellers with written notice detailing the contents of such books and records, and providing the Sellers with the opportunity to obtain such books and records, at least 90 days prior to the destruction thereofClosing Date.