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

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, as Buyer may from time to time reasonably request and (ii) it will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business and properties of the Analytical Instruments Business, as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to such access to the representatives, officers and employees of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller as "Information" under the confidentiality agreement entered into between WDR (on behalf of Seller) and Buyer dated September 8, 1998 (the "CONFIDENTIALITY AGREEMENT"), and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby.

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees thatXcerra shall, and shall cause each Asset Seller, and their respective officers, directors and employees, during the period commencing on the date hereof of this Agreement and ending on the Closing Date, Date (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Businessearlier termination of this Agreement), as Buyer may from time to time reasonably request and (ii) it will to, furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable advance notice, (a) such financial and operating data and other information with respect access, during normal business hours, to the business offices and properties of relating to the Analytical Instruments Business, Harbor Electronics Business as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; request and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to (b) such access to the representativesBooks and Records, officers Contracts, assets, personnel (subject to Schedule 5.2(e)(ii)), operations and employees information of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Harbor Electronics Business as Buyer may request; provided, however, that Xcerra and its Affiliates shall not be required to violate any obligation of confidentiality existing as of the date that such access is to be provided hereunder (it being agreed that Xcerra shall use commercially reasonable efforts to provide such access rights to Buyer in all applicable confidentiality agreements executed from and after the date hereof and that the Buyer agrees to be bound by all confidentiality obligations of Xcerra’s representatives set forth therein), applicable Order or applicable Law to which any such Person is subject or to waive any privilege which any such Person may possess in discharging the obligations set forth in this Section 4.1 (provided, that, in such event, Xcerra and its Affiliates shall reasonably requestcooperate with Buyer to seek an appropriate remedy to permit the access contemplated hereby). Promptly following the preparation thereof in the Ordinary Course of Business by Xcerra (and in any event not later than ten (10) business days after the end of such month), Xcerra shall furnish to Buyer an unaudited income statement of the Harbor Electronics Business for such month and a balance sheet of the Harbor Electronics Business as of the end of such month, prepared on a basis consistent with the Financial Statements. Buyer agrees that it will, and will cause its Representatives to, continue to shall treat all information so obtained from Seller Xcerra, its Affiliates or their respective representatives in accordance with this Section 4.1 as "Information" Confidential Information under the confidentiality agreement entered into Confidentiality Agreement, dated as of February 27, 2014, by and between WDR (on behalf of Seller) and Buyer dated September 8, 1998 the Parties (the "CONFIDENTIALITY AGREEMENT"“Confidentiality Agreement”), and will Buyer shall continue to honor honor, and cause its representatives to honor, its obligations thereunder thereunder. From the date of this Agreement until the Closing Date, Buyer shall not contact or initiate or engage in discussions relating to the transactions contemplated by this Agreement with any customer, vender or lessor of Xcerra or any Harbor Electronics Business without the prior written consent of Xcerra; provided, however, that (i) such consent shall not be unreasonably withheld, conditioned or delayed and that(ii) no such consent shall be required for contacts or discussions with existing customers or vendors of Buyer or its Affiliates or the engagement in non-substantive discussions with any customers, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms vendors or lessors of the Confidentiality Harbor Electronics Business who initiate contact with Buyer that do not pertain to the transactions contemplated by this Agreement beyond the information with respect thereto that is in the public domain or as to which Xcerra has previously consented. Buyer hereby acknowledges and agreeing agrees that any investigation pursuant to this Section 4.1 shall be bound therebyconducted in such a manner as to not interfere unreasonably with the operations of Xcerra or any Harbor Electronics Business, and Buyer shall not be permitted to undertake any environmental sampling or invasive testing without Xcerra’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and, for the avoidance of doubt, this provision shall not require Xcerra to take any action, or provide any information to Buyer, that would reasonably be deemed to transfer prematurely to Buyer operational control over either Harbor Electronics Business, or to constitute unlawful joint activity by Buyer and Xcerra, in violation of any applicable Law.

Access to Information Concerning Properties and Records; Confidentiality. Except (a) Seller agrees for information which, if provided, would adversely affect the ability of the Sellers or any of their affiliates to assert attorney- client or attorney work product privilege or other similar privilege and (b) as prohibited by applicable law, the Sellers agree that, during the period commencing on the date hereof and ending on the Closing Date, (i) it they will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES"including its Financing sources and their representatives) such access, during normal business hours and upon reasonable advance noticehours, to the PlantsFacilities, properties, books and records of the PE Group Sellers relating to the Assets or the Analytical Instruments Business, Business as Buyer may from time to time reasonably request and request, (ii) it they will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business Business and the properties of the Analytical Instruments BusinessDivision, including access to the work papers of the Company's independent auditors (with the consent of such auditors, which the Company shall use its reasonable best efforts to obtain), as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. (iii) Buyer and its Representatives representatives shall be entitled, in consultation upon reasonable advance notice to and with Sellerthe consent of the Company (which shall not be unreasonably withheld), to such access to the representatives, customers, suppliers, union officials, officers and employees of Seller and the Subsidiaries to the extent they are Sellers involved in the Analytical Instruments Business as Buyer may reasonably request. In connection with the foregoing, Buyer agrees that it will, may complete "Phase I" environmental assessments of the Facilities of customary scope and conduct such other environmental assessments and investigations as to which Buyer and the Company agree in writing. Buyer and Parents will cause its Representatives to, continue to treat all information so obtained from Seller as "Information" under comply with the confidentiality terms of that certain access agreement entered into between WDR (on behalf of Seller) Tower and Buyer the Company dated September 8January 10, 1998 1997 (the "CONFIDENTIALITY ACCESS AGREEMENT"), and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby.

Access to Information Concerning Properties and Records; Confidentiality. (a) Except as would be prohibited by applicable law, each Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVES"including its Financing sources and their representatives) such access, during normal business hours and upon reasonable advance noticehours, to the Plants, properties, books and records of the PE Group such Seller relating to the Assets or the Analytical Instruments Businessbusiness of R.V. Division including, without limitation, such Seller's open order file, as Buyer may from time to time reasonably request and request, (ii) it will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business and properties of the Analytical Instruments BusinessR.V. Division, including access to the work papers of the Company's independent auditors, as Buyer may from time to time reasonably request; PROVIDED, HOWEVER, that Seller shall have the right to have a representative present at all such times; and PROVIDED, FURTHER, that such access shall be at the expense and risk of Buyer. (iii) Buyer and its Representatives representatives shall be entitled, in consultation with such Seller, to such access to the representatives, officers and employees of such Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business business of R.V. Division as Buyer may reasonably request, (iv) it will cooperate with Buyer and Buyer's representatives in the preparation of any environmental assessment or audit report and it will allow Buyer and its representatives to enter the Plants in order to conduct such environmental tests and evaluations thereof as the Buyer shall reasonably request, including, without limitation, soils and groundwater sampling, surveying, environmental compliance reviews, structural, HVAC and roof inspections and asbestos inspections. Any such environmental assessment or audit report shall be prepared at Buyer's expense and shall be addressed to Buyer; provided, that a draft of such report shall be provided to Sellers in order to provide Sellers the opportunity to correct any factual errors in such report prior to its issuance. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from such Seller as "Information" under the confidentiality agreement Confidentiality Agreement entered into between WDR (on behalf of Seller) Buyer and Buyer the Company dated September 8November 16, 1998 (the "CONFIDENTIALITY AGREEMENT"), 1995 and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound therebythereunder.

Access to Information Concerning Properties and Records; Confidentiality. (a) Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give or cause to be given to Buyer and its counsel, financial advisors, auditors and other authorized representatives (collectively, "REPRESENTATIVESRepresentatives") such access, during normal business hours and upon reasonable advance notice, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, as Buyer may from time to time reasonably request and (ii) it will furnish or cause to be furnished to Buyer such financial and operating data and other information with respect to the business and properties of the Analytical Instruments Business, as Buyer may from time to time reasonably request; PROVIDEDprovided, HOWEVERhowever, that Seller shall have the right to have a representative present at all such times; and PROVIDEDprovided, FURTHERfurther, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives shall be entitled, in consultation with Seller, to such access to the representatives, officers and employees of Seller and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller as "Information" under the confidentiality agreement Confidentiality Agreement entered into between WDR (on behalf of Seller) and Buyer dated September 8, 1998 (the "CONFIDENTIALITY AGREEMENTConfidentiality Agreement"), and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound thereby.

Access to Information Concerning Properties and Records; Confidentiality. (ad) Seller Except for information that (i) Parent reasonably believes is competitively sensitive, relating to the trade secrets of the Companies or the Subsidiaries, (ii) if provided, would adversely affect the ability of Parent, the Companies or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilege and (iii) in the reasonable opinion of Parent’s legal counsel, may result in a violation of any Law or Contract applicable to Parent, the Companies or the Subsidiaries, Parent agrees thatto cause the Companies and the Subsidiaries, during the period commencing on the date hereof and ending on the Closing Date, (i) it will give to furnish or cause to be given furnished to Buyer and its counselrepresentatives, financial advisorsat reasonable times and upon reasonable notice, auditors and other authorized representatives (collectively, "REPRESENTATIVES"A) such access, during normal business hours and upon reasonable advance noticehours, to the Plants, properties, books and records of the PE Group relating to the Assets or the Analytical Instruments Business, Company Facilities as Buyer may from time to time reasonably request with due regard to minimizing disruption of the business of the Companies and the Subsidiaries; (B) such access to the books and records of Parent, the Companies and the Subsidiaries relating to the Companies and the Subsidiaries as Buyer may from time to time reasonably request; and (iiC) it will furnish or cause such access to be furnished to Buyer such financial and operating data and other information with respect to the business Companies and properties the Subsidiaries, including access to the work papers of Parent’s independent auditors (with the Analytical Instruments Businessconsent of such auditors, which Parent shall use its reasonable best efforts to obtain), as Buyer may from time to time reasonably request; PROVIDED. Further, HOWEVERduring such period, that Seller upon reasonable advance notice to and with the prior consent of Parent in each instance (which consent shall have the right to have a representative present at all such times; and PROVIDEDnot be unreasonably withheld), FURTHER, that such access shall be at the expense and risk of Buyer. Buyer and its Representatives representatives shall be entitled, in consultation with Seller, entitled to such access to the representatives, officers and key employees of Seller the Companies and the Subsidiaries to the extent they are involved in the Analytical Instruments Business as Buyer may reasonably request; provided that prior to withholding any information described in clauses (i), (ii) or (iii), Parent shall notify Buyer in writing of the nature of such information being withheld and take any actions as may reasonably be requested by Buyer to implement alternate arrangements (including entering into confidentiality agreements or joint defense agreements, redacting parts of documents or preparing “clean” summaries of information) in order to allow Buyer access to such information to the fullest extent reasonably practicable under the circumstances. Buyer agrees that it will, and will cause its Representatives to, continue to treat all information so obtained from Seller Parent, the Companies or the Subsidiaries or otherwise obtained in its due diligence investigation of the Companies and the Subsidiaries, including pursuant to Section 5.9, as "“Proprietary Information" ” under the confidentiality letter agreement entered into between WDR (on behalf of Seller) Buyer and Buyer Parent dated September 8April 12, 1998 2016 (the "CONFIDENTIALITY AGREEMENT"), “Confidentiality Agreement”) and will continue to honor its obligations thereunder and that, if requested by Seller, it will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be bound therebythereunder.