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

Access to Information Concerning Properties and Records; Confidentiality. Except (a) for information relating to the trade secrets of the Subsidiaries, (b) for information which, if provided, would adversely affect the ability of Parent or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilege, (c) for information that, in the reasonable opinion of Parent’s legal counsel, may result in a violation of any Law applicable to Parent or the Subsidiaries and (d) for information that Parent reasonably believes is competitively sensitive, Parent agrees to cause the Subsidiaries, during the period commencing on the date hereof and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and, upon reasonable notice, (i) such access (except to conduct environmental investigations, assessments or monitoring), during normal business hours, to the Subsidiary Facilities as Buyer may from time to time reasonably request with due regard to minimizing disruption of the business of the Subsidiaries; (ii) such access to the books and records of Parent and the Subsidiaries relating to the Subsidiaries as Buyer may from time to time reasonably request; and (iii) such access to financial and operating data and other information with respect to the Subsidiaries, including access to the work papers of Parent’s independent auditors (with the consent of such auditors, which Parent shall use its commercially reasonable efforts to obtain), as Buyer may from time to time reasonably request. During such period, Parent shall, and shall cause the Subsidiaries to, allow Buyer and Buyer’s accountants full access to the Subsidiaries’ internal control over financial reporting documentation and any corrective actions or other procedures conducted with respect to their internal control over financial reporting. Parent shall, and shall cause the Subsidiaries to, comply with any reasonable recommendation made by the Buyer or its accountants with respect to (i) the documentation by the Subsidiaries of their internal control over financial reporting, and (ii) any corrective actions to be made prior to the Closing to their internal control over financial reporting; provided, however, that nothing in this Agreement shall require Parent to, or cause the Subsidiaries to, undertake or complete an assessment of the Subsidiaries’ internal control over financial reporting prior to the Closing. Buyer shall be solely responsible for the costs, whether or not the Closing takes place in accordance herewith, that Parent or the Subsidiaries may incur as the result of their compliance with such recommendations of Buyer or its accountants over the costs that they would otherwise incur in complying with Section 404 of the Xxxxxxxx-Xxxxx Act of 2004. Further, during such period, upon reasonable advance notice to and with the prior consent of Parent in each instance (which consent shall not be unreasonably withheld), Buyer and its representatives shall be entitled to such access to the officers and key employees of the Subsidiaries as Buyer may reasonably request. Buyer agrees that it will treat all information obtained from Parent or the Subsidiaries or otherwise obtained in its due diligence investigation of the Subsidiaries as “Evaluation Material” under the letter agreement entered into between Buyer and Parent dated February 18, 2004 (the “Letter Agreement”) and will continue to honor its obligations thereunder.

Access to Information Concerning Properties and Records; Confidentiality. Except (a) for information relating to the trade secrets of the SubsidiariesDover shall, (b) for information whichand shall cause each Equity Seller, if providedAsset Seller and Acquired Company, would adversely affect the ability of Parent or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilegeand their respective officers, (c) for information that, in the reasonable opinion of Parent’s legal counsel, may result in a violation of any Law applicable to Parent or the Subsidiaries directors and (d) for information that Parent reasonably believes is competitively sensitive, Parent agrees to cause the Subsidiariesemployees, during the period commencing on the date hereof of this Agreement and ending on the Closing Date, to to, furnish or cause to be furnished to Buyer and its representatives, at reasonable times and, and upon reasonable advance notice, (ia) such access (except to conduct environmental investigations, assessments or monitoring)access, during normal business hours, to the Subsidiary Facilities offices and properties relating to the Acquired Businesses as Buyer may from time to time reasonably request with due regard to minimizing disruption of the business of the Subsidiaries; and (iib) such access to the books Books and records Records, Contracts, assets, personnel, operations and information of Parent and the Subsidiaries relating to the Subsidiaries each Acquired Business as Buyer may from time to time reasonably request; and (iii) such access to financial and operating data and other information with respect to the Subsidiaries, including access to the work papers of Parent’s independent auditors (with the consent of such auditors, which Parent shall use its commercially reasonable efforts to obtain), as Buyer may from time to time reasonably request. During such period, Parent shall, and shall cause the Subsidiaries to, allow Buyer and Buyer’s accountants full access to the Subsidiaries’ internal control over financial reporting documentation and any corrective actions or other procedures conducted with respect to their internal control over financial reporting. Parent shall, and shall cause the Subsidiaries to, comply with any reasonable recommendation made by the Buyer or its accountants with respect to (i) the documentation by the Subsidiaries of their internal control over financial reporting, and (ii) any corrective actions to be made prior to the Closing to their internal control over financial reporting; provided, however, that nothing Dover 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 Dover 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 Dover’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 Agreement Section 4.1 (provided, that, in such event, Dover and its Affiliates shall require Parent toreasonably cooperate 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 Dover (and in any event not later than ten (10) business days after the end of such month), or cause the Subsidiaries to, undertake or complete Dover shall furnish to Buyer an assessment unaudited income statement of the Subsidiaries’ internal control over financial reporting prior to Acquired Businesses for such month and a balance sheet of the ClosingAcquired Businesses as of the end of such month, prepared on a basis consistent with the Financial Statements. Buyer shall be solely responsible for treat all information obtained from Dover, its Affiliates or their respective representatives in accordance with this Section 4.1 as “Evaluation Material” and “Transaction Information,” respectively, under the costsConfidentiality Agreement, whether or not dated as of January 24, 2013, by and between the Parties (the “Confidentiality Agreement”), and Buyer shall continue to honor, and cause its representatives to honor, its obligations thereunder. From the date of this Agreement until the Closing takes place Date, Buyer shall not contact or initiate or engage in accordance herewithdiscussions relating to the transactions contemplated by this Agreement with any customer, vender or lessor of Dover or any Acquired Business without the prior written consent of Dover; provided, however, that Parent or the Subsidiaries may incur as the result of their compliance with (i) such recommendations of Buyer or its accountants over the costs that they would otherwise incur in complying with Section 404 of the Xxxxxxxx-Xxxxx Act of 2004. Further, during such period, upon reasonable advance notice to and with the prior consent of Parent in each instance (which consent shall not be unreasonably withheld), conditioned or delayed and (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, vendors or lessors of the Acquired Businesses 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 Dover has previously consented. Buyer hereby acknowledges and agrees that any investigation pursuant to this Section 4.1 shall be conducted in such a manner as to not interfere unreasonably with the operations of Dover or any Acquired Business, and Buyer shall not be permitted to undertake any environmental sampling or invasive testing without Dover’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed and, for the avoidance of doubt, this provision shall not require Dover to take any action, or provide any information to Buyer, that would reasonably be deemed to transfer prematurely to Buyer operational control over either Acquired Business, or to constitute unlawful joint activity by Buyer and its representatives shall be entitled to such access to the officers and key employees Dover, in violation of the Subsidiaries as Buyer may reasonably request. Buyer agrees that it will treat all information obtained from Parent or the Subsidiaries or otherwise obtained in its due diligence investigation of the Subsidiaries as “Evaluation Material” under the letter agreement entered into between Buyer and Parent dated February 18, 2004 (the “Letter Agreement”) and will continue to honor its obligations thereunderany applicable Competition Law.

Access to Information Concerning Properties and Records; Confidentiality. Except (a) Except for information that (i) Parent reasonably believes is competitively sensitive, relating to the trade secrets of the Companies or the Subsidiaries, (bii) for information which, if provided, would adversely affect the ability of Parent Parent, the Companies or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilege, privilege and (ciii) for information that, in the reasonable opinion of Parent’s legal counsel, may result in a violation of any Law or Contract applicable to Parent Parent, the Companies or the Subsidiaries and (d) for information that Parent reasonably believes is competitively sensitiveSubsidiaries, Parent agrees to cause the Companies and the Subsidiaries, during the period commencing on the date hereof and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and, and upon reasonable notice, (iA) such access (except to conduct environmental investigations, assessments or monitoring)#88810454v1 access, during normal business hours, to the Subsidiary 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; (iiB) such access to the books and records of Parent Parent, the Companies and the Subsidiaries relating to the Companies and the Subsidiaries as Buyer may from time to time reasonably request; and (iiiC) such access to financial and operating data and other information with respect to the Companies and the Subsidiaries, including access to the work papers of Parent’s independent auditors (with the consent of such auditors, which Parent shall use its commercially reasonable best efforts to obtain), as Buyer may from time to time reasonably request. During such period, Parent shall, and shall cause the Subsidiaries to, allow Buyer and Buyer’s accountants full access to the Subsidiaries’ internal control over financial reporting documentation and any corrective actions or other procedures conducted with respect to their internal control over financial reporting. Parent shall, and shall cause the Subsidiaries to, comply with any reasonable recommendation made by the Buyer or its accountants with respect to (i) the documentation by the Subsidiaries of their internal control over financial reporting, and (ii) any corrective actions to be made prior to the Closing to their internal control over financial reporting; provided, however, that nothing in this Agreement shall require Parent to, or cause the Subsidiaries to, undertake or complete an assessment of the Subsidiaries’ internal control over financial reporting prior to the Closing. Buyer shall be solely responsible for the costs, whether or not the Closing takes place in accordance herewith, that Parent or the Subsidiaries may incur as the result of their compliance with such recommendations of Buyer or its accountants over the costs that they would otherwise incur in complying with Section 404 of the Xxxxxxxx-Xxxxx Act of 2004. Further, during such period, upon reasonable advance notice to and with the prior consent of Parent in each instance (which consent shall not be unreasonably withheld), Buyer and its representatives shall be entitled to such access to the officers and key employees of the Companies and the Subsidiaries 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 treat all information obtained from Parent Parent, the Companies or the Subsidiaries or otherwise obtained in its due diligence investigation of the Subsidiaries Companies and the Subsidiaries, including pursuant to Section 5.9, as “Evaluation MaterialProprietary Information” under the letter agreement entered into between Buyer and Parent dated February 18April 12, 2004 2016 (the “Letter Confidentiality Agreement”) and will continue to honor its obligations thereunder.

Access to Information Concerning Properties and Records; Confidentiality. Except (a) for information relating to the trade secrets of the Subsidiaries, (b) for information which, if provided, would adversely affect the ability of Parent or the Subsidiaries to assert attorney-client or attorney work product privilege or other similar privilege, (c) for information that, in the reasonable opinion of Parent’s 's legal counsel, may result in a violation of any Law applicable to Parent or the Subsidiaries and (d) for information that Parent reasonably believes is competitively sensitive, Parent agrees to cause the Subsidiaries, during the period commencing on the date hereof and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and, upon reasonable notice, (i) such access (except to conduct environmental investigations, assessments or monitoring), during normal business hours, to the Subsidiary Facilities as Buyer may from time to time reasonably request with due regard to minimizing disruption of the business of the Subsidiaries; (ii) such access to the books and records of Parent and the Subsidiaries relating to the Subsidiaries as Buyer may from time to time reasonably request; and (iii) such access to financial and operating data and other information with respect to the Subsidiaries, including access to the work papers of Parent’s 's independent auditors (with the consent of such auditors, which Parent shall use its commercially reasonable efforts to obtain), as Buyer may from time to time reasonably request. During such period, Parent shall, and shall cause the Subsidiaries to, allow Buyer and Buyer’s 's accountants full access to the Subsidiaries’ ' internal control over financial reporting documentation and any corrective actions or other procedures conducted with respect to their internal control over financial reporting. Parent shall, and shall cause the Subsidiaries to, comply with any reasonable recommendation made by the Buyer or its accountants with respect to (i) the documentation by the Subsidiaries of their internal control over financial reporting, and (ii) any corrective actions to be made prior to the Closing to their internal control over financial reporting; provided, however, that nothing in this Agreement shall require Parent to, or cause the Subsidiaries to, undertake or complete an assessment of the Subsidiaries’ ' internal control over financial reporting prior to the Closing. Buyer shall be solely responsible for the costs, whether or not the Closing takes place in accordance herewith, that Parent or the Subsidiaries may incur as the result of their compliance with such recommendations of Buyer or its accountants over the costs that they would otherwise incur in complying with Section 404 of the XxxxxxxxSarbanes-Xxxxx Oxley Act of 2004. Further, during such period, upon reasonable advance notice reasonablx xxxxxxx xxtice to and with the prior consent of Parent in each instance (which consent shall not be unreasonably withheld), Buyer and its representatives shall be entitled to such access to the officers and key employees of the Subsidiaries as Buyer may reasonably request. Buyer agrees that it will treat all information obtained from Parent or the Subsidiaries or otherwise obtained in its due diligence investigation of the Subsidiaries as “"Evaluation Material” " under the letter agreement entered into between Buyer and Parent dated February 18, 2004 (the “"Letter Agreement”") and will continue to honor its obligations thereunder.