Common use of Access to Information; Confidentiality Agreement Clause in Contracts

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying Entities, and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (b) furnish to Buyer's Representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4

Access to Information; Confidentiality Agreement. (a) Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (ai) give each of the Buying Entitiesprovide to Reckson's prospective lenders, and their respective counsel, financial advisors, auditors such lenders' accountants and other authorized representatives counsel (collectively, the "Buyer's RepresentativesLenders"), for the sole purposes of conducting customary diligence in connection with their obtaining the Financing, reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (bii) furnish to Buyer's Representatives the Lenders such financial and operating data and other information as such Persons may reasonably request and (ciii) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities Lenders in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants properties or facilities or to interview the Company's employees or agents should be in writing and directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of Reckson or the Buying Entities or Buyer's Representatives Lenders (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity Reckson or the Buyer Representatives Lenders if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. (b) Upon reasonable advance notice, between the date hereof and the 45th day from the date hereof (except that with respect to specific inquiries and specific areas of inquiry as to which Reckson has not reasonably cooperated in responding, until Reckson has reasonably responded to such inquiries) (the "Access Limitation Date"), the Buying Entities shall (i) give the Company, and its counsel, financial advisors, auditors and other authorized representatives (collectively, the "Company's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of Reckson and its Subsidiaries, (ii) furnish to the Company's Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct Reckson's employees, counsel and financial advisors to fully cooperate with the Company in its investigation of the business of Reckson and its Subsidiaries; provided that (i) all requests for information, to visit plants or facilities or to interview Reckson employees or agents should be in writing and directed to and coordinated with the chief financial officer of Reckson or such person or persons as he shall designate and (ii) that any request for such information shall be limited to information available without undue hardship; and provided further that any information and documents received by the Company or the Company's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence to the same extent as Reckson is obligated to hold such information relating to the Company under the Reckson Confidentiality Agreement. Following the Access Limitation Date and until the Effective Time, the Buying Entities shall provide to the Company information concerning the Buying Entities' aggregate operations and any matters which might have a Material Adverse Effect on Reckson, reasonably requested by the Company so long as doing so does not disrupt or interfere with the conduct of the Buying Entities' normal operations; provided, that, any such request for information shall be made in writing to the chief financial officer of Reckson and shall be limited to information available without undue hardship; and provided further that without the consent of the chief financial officer of Reckson no employee or representative of the Company (including any of its accountants and advisors) shall be physically present at any of Reckson's properties or executive offices. Notwithstanding anything to the contrary herein, Reckson shall provide after the Access Limitation Date any material requested by the Company or the Company's Representatives that is reasonably related to the material supplied before the Access Limitation Date as is reasonably requested by the Company or the Company's Representatives. Notwithstanding anything to the contrary in this Agreement, neither Reckson nor any of its Subsidiaries shall be required to disclose any information to this Company or the Company's Representatives if doing so would violate any agreement, law, rule or regulation to which Reckson or any of its Subsidiaries is a party or to which Reckson or any of its Subsidiaries is subject. SECTION 5.45.6

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company ARC and AmDoc shall (ai) give each of the Buying Entities, to one another and their respective to one another's counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), ) reasonable access during normal business hours to the offices, properties, its and its Subsidiaries books and records of the Company and its Subsidiariesrecords, (bii) furnish to Buyerone another and to one another's Representatives such financial and operating data and other information as such Persons may reasonably request and (ciii) instruct the Company's their respective key management employees, counsel and financial advisors to fully cooperate with the Buying Entities one another in their investigation respective investigations of the business of the Company AmDoc and its SubsidiariesARC; provided that all requests for information, to visit plants or facilities information or to interview the CompanyARC's or AmDoc's key management employees or agents should be directed to and coordinated with the chief financial executive officer of ARC and the Company chief executive officer of AmDoc, respectively, or such person or persons as he each such officer shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's AmDoc, ARC and their respective Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20as of December ___, 1998 1999, as amended, between Reckson ARC and the Company AmDoc (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement Agreement, the termination hereof or the termination hereofClosing. Notwithstanding anything to the contrary in this Agreement, neither the Company AmDoc nor any of its Subsidiaries ARC shall be required to disclose any information to any Buying Entity the other or the Buyer other's Representatives if doing so would violate any agreement, law, rule or regulation to which the Company AmDoc or ARC or any of its their respective Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. (a) Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (ai) give each of the Buying Entitiesprovide to Reckson's prospective lenders, and their respective counsel, financial advisors, auditors such lenders' accountants and other authorized representatives counsel (collectively, the "Buyer's RepresentativesLenders"), for the sole purposes of conducting customary diligence in connection with their obtaining the Financing, reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (bii) furnish to Buyer's Representatives the Lenders such financial and operating data and other information as such Persons may reasonably request and (ciii) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities Lenders in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants properties or facilities or to interview the Company's employees or agents should be in writing and directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of Reckson or the Buying Entities or Buyer's Representatives Lenders (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity Reckson or the Buyer Representatives Lenders if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between (a) From the date hereof and until the Effective Time, the Company shall (a) will give each of the Buying EntitiesBuyer, and their respective its counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiariesthe Subsidiaries of the Company, (b) will furnish to Buyer's Representatives , its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (c) will instruct the Company's employees, counsel and counsel, financial advisors and independent auditors to fully cooperate with the Buying Entities Buyer in their its investigation of the business of the Company and its Subsidiariesthe Subsidiaries of the Company; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial an executive officer of the Company or such person or persons as he shall designateCompany; and provided further that any information and documents received by any of the Buying Entities Buyer or Buyer's Representatives (whether furnished before or after the date of this Agreement) its representatives shall be held in strict confidence in accordance with remain subject to the Confidentiality Agreement dated April 20December 3, 1998 between Reckson Buyer and the Company (the "Reckson Confidentiality Agreement"). (b) The Company shall confer on a regular and frequent basis with one or more designated representatives of Buyer to report operational matters of materiality, the general status of ongoing operations and such other matters as Buyer may reasonably request. (c) The parties hereto agree that the Confidentiality Agreement dated May 20shall be hereby amended to provide that any provision therein which in any manner limits, 1998 between Crescent (restricts or prohibits the "Crescent Confidentiality Agreement" and, together voting or acquisition of Shares by Buyer or any of its affiliates or the representation of Buyer's designees on the Company's Board of Directors or which in any manner would be inconsistent with this Agreement or the Reckson Confidentiality Agreementtransactions contemplated hereby shall be amended as of the date hereof to permit the acquisition of Shares pursuant to the Offer and the Merger, the "voting of Shares at the Company Stockholder Meeting or to otherwise affect the transactions contemplated hereby. The Confidentiality Agreements"), which Agreement shall otherwise remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subjecteffect. SECTION 5.46.4

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying Entities, and their respective counsel, financial advisors, auditors and other authorized representatives (collectively, "Buyer's Representatives"), reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (b) furnish to Buyer's Representatives such financial and operating data and other information Except as such Persons may reasonably request and (c) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities in their investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"), which shall remain in full force and effect required pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement any confidentiality agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity similar agreement or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation arrangement to which the Company or any of its Subsidiaries is a party or pursuant to which applicable law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules a party hereto is required to comply, from the date of this Agreement to the Effective Time, the Company or any of shall (and shall cause its Subsidiaries is subjectto) (i) provide to Parent (and its officers, directors, employees, affiliates, accountants, consultants, legal counsel, agents and other representatives (collectively, "Representatives'')) access at reasonable times during normal business hours upon prior written notice to its and its Subsidiaries' officers, employees, agents, properties, offices and other facilities and to the books and records thereof, and (ii) furnish promptly such information concerning its and its Subsidiaries' business, properties, contracts, assets, liabilities and personnel as Parent or its Representatives may reasonably request. SECTION No investigation conducted pursuant to this Section 5.4 shall affect or be deemed to modify any representation or warranty made in this Agreement. (b) The parties hereto shall comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under the confidentiality agreement between Parent and the Company made as of April 27, 2001 and amended by the Amendment to Mutual Confidentiality Agreement, dated January 14, 2002 (the "Confidentiality Agreement'') with respect to the information disclosed pursuant to this Section 5.4.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective Time, the Company shall (a) give each of the Buying EntitiesBuyer, and their respective its counsel, financial advisors, auditors and other authorized representatives (collectively, "“Buyer's ’s Representatives"), ”) reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (b) furnish to Buyer's ’s Representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct the Company's ’s employees, counsel and financial advisors to fully cooperate with the Buying Entities Buyer in their its investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's ’s employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities Buyer or Buyer's ’s Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Confidentiality/Non-Disclosure Agreement dated April 20as of November 28, 1998 2005 between Reckson Buyer and the Company (the "Reckson “Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreement, the "Confidentiality Agreements"”), which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the termination hereof. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity Buyer or the Buyer Buyer’s Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4.

Access to Information; Confidentiality Agreement. Upon (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company's Subsidiaries is a party (in which case the Company shall use all commercially reasonable advance noticeefforts to provide acceptable alternative arrangements, between not in violation of such agreement or arrangement, for disclosure to Parent or its advisors) or pursuant to applicable law or the regulations or requirements of any stock exchange or other regulatory organization with whose rules the Company is required to comply, from the date hereof and of this Agreement to the Effective Time, the Company shall (aand shall direct its Subsidiaries to) give each of the Buying Entities(i) provide to Parent (and its officers, and their respective directors, employees, accountants, consultants, legal counsel, financial advisors, auditors agents and other authorized representatives (collectively, "Buyer's Representatives"), ) access at reasonable access times during normal business hours in a manner so as not to unreasonably disrupt the officesordinary course of business upon prior written notice to its and its Subsidiaries' officers, employees, agents, properties, offices and other facilities and to the books and records of thereof, and (ii) furnish promptly to Parent all information concerning the Company Company's and its Subsidiaries' businesses, (b) furnish to Buyer's Representatives such prospects, properties, liabilities, results of operations, financial condition, product evaluations and operating testing, pilot studies, clinical data and other information studies and evaluations, patient results, regulatory compliance, officers, employees, third party physicians and clinical investigators, consultants, distributors, customers, suppliers, and others having material dealings with the Company as such Persons Parent may reasonably request and (c) instruct reasonable opportunity to contact and obtain information A-23 24 from such officers, employees, investigators, consultants, distributors, customers, suppliers, and others having dealings with the Company as Parent may reasonably request. Subject to the foregoing provisions, the Company's employeesobligation to afford access and provide information pursuant to the preceding sentence shall include such access and information as Parent shall reasonably deem necessary to enable Parent, counsel or a third party designated by Parent and financial advisors approved by the Company, to fully cooperate with the Buying Entities in their investigation conduct a reasonable audit of the business of the Company Company's and its Subsidiaries; provided that all requests for information' product performance and quality, to visit plants or facilities or to interview pilot studies, clinical data and results, patient results, compliance with FDA regulations, policies and procedures, relations and dealings with third party physicians and other clinical investigators and consultants, and related performance and compliance matters concerning the Company's employees or agents should be directed and its Subsidiaries' products. During the period from the date hereof to the Effective Time, the parties shall in good faith meet and coordinated with correspond on a regular basis for mutual consultation concerning the chief financial officer conduct of the Company or such person or persons as he shall designate; Company's and provided further that any information and documents received by any of the Buying Entities or Buyer's Representatives (whether furnished before or after the date of this Agreement) its Subsidiaries' businesses and, in connection therewith, Parent shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20, 1998 between Reckson and the Company (the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreemententitled to be kept informed concerning, the "Confidentiality Agreements"), which shall remain in full force Company's and effect its Subsidiaries' operations and business planning. No investigation conducted pursuant to the terms thereof, notwithstanding the execution and delivery of this Section 5.4 shall affect or be deemed to modify any representation or warranty made in this Agreement or modify or expand the termination hereofconditions to closing set forth in Article VI. Notwithstanding anything Nothing in this Agreement will require disclosure prior to the contrary in this AgreementEffective Time of minutes, neither reports, or documents related to the Company nor any of its Subsidiaries shall be required to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4Special Committee.

Access to Information; Confidentiality Agreement. Upon reasonable advance notice, between the date hereof and the Effective TimeClosing Date, the Company shall (ai) give each of the Buying EntitiesAlcatel, and their its respective counsel, financial advisors, auditors and other authorized representatives (collectively, "BuyerAlcatel's Representatives"), ) reasonable access during normal business hours to the offices, properties, books and records of the Company and its Subsidiaries, (bii) furnish to BuyerAlcatel's Representatives such financial and operating data and other information relating to the Company, its Subsidiaries and their respective operations as such Persons may reasonably request and (ciii) instruct the Company's employees, counsel and financial advisors to fully cooperate with the Buying Entities Alcatel in their its investigation of the business of the Company and its Subsidiaries; provided that all requests for information, to visit plants or facilities or to interview the Company's employees or agents should be directed to and coordinated with the chief financial officer of the Company or such person or persons as he shall designate; and provided further that any information and documents received by any of the Buying Entities Alcatel or BuyerAlcatel's Representatives (whether furnished before or after the date of this Agreement) shall be held in strict confidence in accordance with the Confidentiality Agreement dated April 20October 1, 1998 1997, and the amendment thereto dated October 17, 1997, between Reckson Alcatel and the Company (as so amended, and after giving effect to the "Reckson Confidentiality Agreement") and the Confidentiality Agreement dated May 20, 1998 between Crescent (the "Crescent Confidentiality Agreement" and, together with the Reckson Confidentiality Agreementlast sentence of this Section 7.4, the "Confidentiality AgreementsAgreement"), which shall remain in full force and effect pursuant to the terms thereofthereof (subject, however, to potential modifications of the Confidentiality Agreement set forth in Section 7.5 hereof), notwithstanding the execution and delivery of this Agreement or the termination hereofhereof until the Effective Time. Notwithstanding anything the foregoing, but, without prejudice to the contrary in rights and obligations of the parties under this Agreement, neither the Company nor any Confidentiality Agreement is hereby amended by deleting the second sentence of its Subsidiaries shall be required the language added by Amendment No.1, dated as of October 17, 1997, to disclose any information to any Buying Entity or the Buyer Representatives if doing so would violate any agreement, law, rule or regulation to which the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries is subject. SECTION 5.4Confidentiality Agreement.