Common use of Access to Information; Confidentiality; Public Announcements Clause in Contracts

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE 10, the Company, upon reasonable notice, shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Companies as the Buyer, or its authorized representatives, may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Companies. Notwithstanding the foregoing, neither the Buyer, nor any of its Representatives, may contact any customer or supplier of the Companies without the prior consent of the Sellers, such consent not to be unreasonably withheld, and the Sellers shall have a right to participate in any conversations with any such customer or supplier. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”), and shall be treated confidentially by Buyer; provided that such Evaluation Material does not include information which: (1) is or becomes generally available to the public other than as a result of a disclosure by the Sellers or their affiliates, or their respective directors, officers, employees, agents or representatives (collectively, “representatives”), or (2) was or becomes available to Buyer on a non-confidential basis from a source other than the Sellers or their representatives, provided that such source is not bound by a confidentiality agreement with the Sellers or their affiliates or representatives or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; provided further that the Buyer may disclose such confidential information to its representatives or if, but only to the extent, required by law. The obligations contained in this paragraph (b) shall terminate on the Closing Date; provided that if the Closing does not occur, the obligations contained in this Section 7.2(b) shall survive for a period of two (2) years from the date hereof. The rights of the Sellers pursuant to this Section 7.2(b) shall be in addition to and not in substitution of any other rights the Sellers may have. (c) From and after the Closing, the Sellers and Sellers’ Affiliates and representatives shall hold any information relating to the Buyer, the Company and their respective Affiliates which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person or use any of such confidential information for its own benefit or for the benefit of any other Person, other than the Buyer and its Affiliates; provided that the Sellers may disclose such confidential information if, but only to the extent, required by law; provided, however, that in such case, such Sellers will provide the Buyer with prompt written notice thereof so that the Buyer may seek an appropriate protective order and/or waive the Sellers’ compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, the Sellers may disclose and/or otherwise use such information (i) in connection with any litigation with the Buyer or any of its Affiliates and/or (ii) once such information is in the public domain through no fault of the Sellers. (d) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

Access to Information; Confidentiality; Public Announcements. (a) During Subject to the immediately following sentence, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the this Agreement in accordance with ARTICLE 10Article 8, the CompanySellers shall, upon reasonable notice, and shall cause their Affiliates to give the Buyer and its authorized representatives Representatives reasonable access during normal business hours to (i) all books, records, contracts, data, files, offices and other facilities and properties in respect of the Companies Company and the Company Subsidiary as the Buyer, or its authorized representatives, Representatives may from time to time reasonably requestrequest and (ii) the employees of the Company and the Company Subsidiaries, upon reasonable prior notice and to the extent their assistance is reasonably necessary; provided, however, that the Buyer and its authorized Representatives shall use their commercially reasonable efforts to minimize any such access shall be conducted in a manner not disruption to materially interfere with the employees, businesses or operations of the CompaniesCompany. Notwithstanding anything to the foregoingcontrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to disclose any information to the Buyer, nor any of or its authorized Representatives, may contact with respect to any customer Excluded Assets or supplier Excluded Employees or if doing so could (i) violate any agreement or foreign, federal, state, provincial, municipal or local Law to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary is subject, (ii) result in the disclosure of competitively sensitive information regarding the Company or any Company Subsidiary or (iii) result in the waiver of any legal privilege or work product protection of the Companies without the prior consent of Company, any Company Subsidiary or the Sellers, such consent not to be unreasonably withheld, and the Sellers shall have a right to participate in any conversations with any such customer or supplier. (b) Any information provided to or obtained by the Buyer or its authorized representatives Representatives pursuant to paragraph (aSection 6.2(a) above shall be “Evaluation Materials” subject to the Mutual Nondisclosure Agreement, dated as of February 17, 2016, by and between Parent and the Buyer (herein referred to as “Evaluation Material”the Confidentiality Agreement), and shall be treated confidentially held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement. The Confidentiality Agreement shall terminate on the Closing Date. (c) For a period of five (5) years from and after the Closing, each Seller shall not, and shall procure that its representatives, Affiliates and Affiliates’ representatives will not, directly or indirectly, without the prior written consent of the Buyer, disclose to a third party, any information involving or relating to the Company and the Company Subsidiaries; provided provided, that such Evaluation Material does the information subject to this Section 6.2(c) will not include any information which: that (1i) is or becomes generally available to the public other than as a result of a disclosure by the Sellers or their affiliates, or their respective directors, officers, employees, agents or representatives in violation hereof; (collectively, “representatives”), or (2ii) was is or becomes available to Buyer such person on a non-confidential basis from a source not known or reasonably believed to be prohibited by a contractual, legal, or fiduciary obligation to the Company or any Company Subsidiary from disclosing such information; (iii) is independently developed, conceived, or discovered; provided, further, that the provisions of this Section 6.2(c) will not prohibit any retention of copies of records or disclosure (A) required by any applicable Law so long as prior notice, when reasonably practicable, is given to the Buyer of such disclosure and a reasonable opportunity is afforded the Buyer to contest the same (it being agreed that the disclosure of financial or other than information regarding the Company or any Company Subsidiary as required by Parent’s public reporting obligations, shall not require any prior notice or right of the Buyer to contest); provided that if, in the absence of a protective order, the Sellers or their representativesrespective Affiliates, provided is, based on the advice of counsel, compelled as a matter of Law to disclose such information, such Person may disclose only that such source is not bound by a confidentiality agreement with the Sellers or their affiliates or representatives or otherwise prohibited from transmitting part of the information by a contractual, legal as required to be disclosed or fiduciary obligation; provided further that the Buyer may disclose such confidential information to its representatives or if, but only to the extent, required by law. The obligations contained in this paragraph (bB) shall terminate on the Closing Date; provided that if the Closing does not occur, the obligations contained in this Section 7.2(b) shall survive for a period of two (2) years from the date hereof. The rights of the Sellers pursuant to this Section 7.2(b) shall be in addition to and not in substitution of any other rights the Sellers may have. (c) From and after the Closing, the Sellers and Sellers’ Affiliates and representatives shall hold any information relating to the Buyer, the Company and their respective Affiliates which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person or use any of such confidential information for its own benefit or for the benefit of any other Person, other than the Buyer and its Affiliates; provided that the Sellers may disclose such confidential information if, but only to the extent, required by law; provided, however, that in such case, such Sellers will provide the Buyer with prompt written notice thereof so that the Buyer may seek an appropriate protective order and/or waive the Sellers’ compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, the Sellers may disclose and/or otherwise use such information (i) made in connection with the defense of any litigation with claim or enforcement of any right or remedy relating to this Agreement or the Buyer or any of its Affiliates and/or (ii) once such information is in the public domain through no fault of the Sellerstransactions contemplated thereby. (d) No party will issue or cause the publication of any press release or other public announcement with respect to that discusses this Agreement or the transactions contemplated hereby in any material respect without first providing a copy of the prior written consent text of such release or announcement to the other parties heretohereto and allowing the other parties reasonable time to comment on such release or announcement in advance of its issuance and considering in good faith such comments; provided, however, that nothing herein will prohibit any party from (a) issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by lawapplicable Law, rule, regulation, order or otherwise of any Governmental Authority or stock exchange regulations, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuanceissuance and (b) making publications or other public announcement that are materially consistent with information previously publicly disclosed regarding this Agreement or the transactions contemplated hereby. (e) From and after the Closing Date, in connection with any required disclosure, required reporting to a Governmental Authority pursuant to applicable Law or to the extent necessary to comply with its obligations or exercise its rights under this Agreement, and solely with respect to the Company and the Company Subsidiaries, the Buyer shall, and shall cause its Affiliates (including, from and after the Closing, the Company and each Company Subsidiary) to give the Sellers and their authorized Representatives reasonable access, during normal business hours, to (i) the books, records, contracts, data, files, offices and other facilities and properties of the Buyer in respect of the Company and the Company Subsidiaries as the Sellers, or their authorized Representatives may from time to time reasonably request and (ii) the employees of the Buyer and its Subsidiaries in respect of the Company and the Company Subsidiaries to the extent their assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Sellers and their Representatives in connection with inquiries for any of the purposes referred to above; provided, however, that the Sellers and their authorized Representatives shall use their commercially reasonable efforts to minimize any disruption to the businesses or operations of the Company. Notwithstanding anything to the contrary in this Agreement, after the Closing, neither the Buyer nor its Affiliates shall be required to disclose any information to the Sellers, or their authorized Representatives, if doing so could (i) violate any agreement or foreign, federal, state, provincial, municipal or local Law, rule or regulation to which the Buyer or its Affiliates is a party or to which the Buyer or its Affiliates is subject, (ii) result in the disclosure of competitively sensitive information regarding the Buyer or its Affiliates or (iii) result in the waiver of any legal privilege or work product protection of the Buyer or its Affiliates; provided, further, that no auditor or accountant of the Buyer or any of its Subsidiaries shall be obligated to make any work papers (to the extent) available to any person unless and until such person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditor or accountant; provided, further, that if the Sellers and their respective Affiliates, on the one hand, and the Buyer or its Subsidiaries, on the other hand, are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 6.2(e) shall be subject to applicable rules relating to discovery.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE 10, the Company, upon reasonable notice, shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Companies Company as the Buyer, or its authorized representatives, may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the CompaniesCompany. Notwithstanding the foregoing, neither the Buyer, nor any of its Representatives, may contact any customer or supplier of the Companies Company without the prior consent of the Sellers, such consent not to be unreasonably withheld, and the Sellers shall have a right to participate in any conversations with any such customer or supplier. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreements, dated August 14 2006 and August 15, 2006, by and between the Company and the Buyer (collectively, the “Confidentiality Agreement”), and shall be treated confidentially held by Buyer; provided that such Evaluation Material does not include information which: (1) is or becomes generally available the Buyer in accordance with and be subject to the public other than as a result terms of a disclosure by the Sellers or their affiliatesConfidentiality Agreement. Notwithstanding anything to the contrary herein, or their respective directors, officers, employees, agents or representatives (collectively, “representatives”), or (2) was or becomes available to Buyer on a non-confidential basis from a source other than the Sellers or their representatives, provided that such source is not bound by a confidentiality agreement terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the Sellers or their affiliates or representatives or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; provided further that the Buyer may disclose such confidential information to its representatives or if, but only to the extent, required by lawterms therein. The obligations contained in this paragraph (b) Confidentiality Agreement shall terminate on the Closing Date; provided that if the Closing does not occur, the obligations contained in this Section 7.2(b) shall survive for a period of two (2) years from the date hereof. The rights of the Sellers pursuant to this Section 7.2(b) shall be in addition to and not in substitution of any other rights the Sellers may have. (c) From and after the Closing, the Sellers and Sellers’ Affiliates and representatives shall hold any information relating to the Buyer, the Company and their respective Affiliates which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person or use any of such confidential information for its own benefit or for the benefit of any other Person, other than the Buyer and its Affiliates; provided that the Sellers may disclose such confidential information if, but only to the extent, required by law; provided, however, however that in such case, such Sellers will provide the Buyer with prompt written notice thereof so that the Buyer may seek an appropriate protective order and/or waive the Sellers’ compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, the Sellers may disclose and/or otherwise use such information (i) in connection with any litigation with the Buyer or any of its Affiliates and/or (ii) once such information is in the public domain through no fault of the Sellers. (d) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE Article 10, the Company, upon reasonable notice, Company shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Companies Company and each Company Subsidiary as the Buyer, or its authorized representatives, representatives may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses business or operations of the CompaniesCompany and the Company Subsidiaries and the Buyer shall not conduct any invasive sampling or testing with respect to the Leased Real Property. Notwithstanding anything to the foregoingcontrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to disclose any information to the Buyer, nor or its authorized representatives, if doing so could violate any of its RepresentativesLaw to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary are subject. The Seller shall provide to the Buyer, may contact as soon as reasonably practicable after such information becomes available, any customer or supplier of monthly financial reports prepared by the Companies without Company and/or the prior consent of the Sellers, such consent not to be unreasonably withheld, and the Sellers shall have a right to participate in any conversations with any such customer or supplierCompany Subsidiaries. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation MaterialsInformation” (herein referred to as “Evaluation MaterialInformation”) as defined in the Confidentiality Agreement, dated as of February 24, 2014, by and between the Seller and Xxxxxx X. Xxxxxxxxx & Co. (the “Confidentiality Agreement”), and shall be treated confidentially held by Buyer; provided that such Evaluation Material does not include information which: (1) is or becomes generally available the Buyer in accordance with and be subject to the public other than as a result terms of a disclosure by the Sellers Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or their affiliates, or their respective directors, officers, employees, agents or representatives (collectively, “representatives”), or (2) was or becomes available to Buyer on a destroying all Information and the non-confidential basis from a source other than soliciting of employees of the Sellers or their representatives, provided that such source is not bound by a confidentiality agreement with Company and the Sellers or their affiliates or representatives or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; provided further that the Buyer may disclose such confidential information to its representatives or if, but only to the extent, required by lawCompany Subsidiaries. The obligations contained in this paragraph (b) Confidentiality Agreement shall terminate on the Closing Date; provided that if . On or before the Closing does not occurClosing, the obligations contained in this Section 7.2(b) Seller shall survive for a period assign to the Buyer each Other Confidentiality Agreement unless an assignment would violate the terms of two (2) years from the date hereofsuch Other Confidentiality Agreement. The rights of Seller shall cause its Representatives to direct each party to an Other Confidentiality Agreement to return or destroy the Sellers pursuant to this Section 7.2(b) shall be confidential information received under such Other Confidentiality Agreement in addition to and not in substitution of any other rights accordance with the Sellers may haveterms thereof. (c) From and after the Closing, the Sellers and Sellers’ Affiliates and representatives shall hold any information relating to the Buyer, the Company and their respective Affiliates which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person or use any of such confidential information for its own benefit or for the benefit of any other Person, other than the Buyer and its Affiliates; provided that the Sellers may disclose such confidential information if, but only to the extent, required by law; provided, however, that in such case, such Sellers will provide the Buyer with prompt written notice thereof so that the Buyer may seek an appropriate protective order and/or waive the Sellers’ compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, the Sellers may disclose and/or otherwise use such information (i) in connection with any litigation with the Buyer or any of its Affiliates and/or (ii) once such information is in the public domain through no fault of the Sellers. (d) No party hereto will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party hereto from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by lawLaw, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties hereto reasonable time to comment on such release or announcement in advance of its issuance; provided, further, that nothing herein shall prevent the Company and the Company Subsidiaries from communicating with their respective employees with respect to this Agreement or the transactions contemplated hereby.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE 10, the Company, upon reasonable notice, shall give the Buyer Partnership and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Companies Company as the BuyerPartnership, or its authorized representatives, may from time to time reasonably request; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the CompaniesCompany. Notwithstanding the foregoing, neither the BuyerPartnership, nor any of its Representatives, may contact any customer or supplier of the Companies Company without the prior consent of the SellersSubscribers, such consent not to be unreasonably withheld, and the Sellers Subscribers shall have a right to participate in any conversations with any such customer or supplier. (b) Any information provided to or obtained by the Buyer Partnership or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreements, dated August 14 2006 and August 15, 2006, by and between the Company and the Partnership (collectively, the “Confidentiality Agreement”), and shall be treated confidentially held by Buyer; provided that such Evaluation Material does not include information which: (1) is or becomes generally available the Partnership in accordance with and be subject to the public other than as a result terms of a disclosure by the Sellers or their affiliatesConfidentiality Agreement. Notwithstanding anything to the contrary herein, or their respective directors, officers, employees, agents or representatives (collectively, “representatives”), or (2) was or becomes available to Buyer on a non-confidential basis from a source other than the Sellers or their representatives, provided that such source is not bound by a confidentiality agreement terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the Sellers or their affiliates or representatives or otherwise prohibited from transmitting the information by a contractual, legal or fiduciary obligation; provided further that the Buyer may disclose such confidential information to its representatives or if, but only to the extent, required by lawterms therein. The obligations contained in this paragraph (b) Confidentiality Agreement shall terminate on the Closing Date; provided that if the Closing does not occur, the obligations contained in this Section 7.2(b) shall survive for a period of two (2) years from the date hereof. The rights of the Sellers pursuant to this Section 7.2(b) shall be in addition to and not in substitution of any other rights the Sellers may have. (c) From and after the Closing, the Sellers Subscribers and SellersSubscribers’ Affiliates and representatives shall hold any information relating to the BuyerPartnership, the Company and their respective Affiliates which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person or use any of such confidential information for its own benefit or for the benefit of any other Person, other than the Buyer Partnership and its Affiliates; provided that the Sellers Subscribers may disclose such confidential information if, but only to the extent, required by law; provided, however, however that in such case, such Sellers Subscribers will provide the Buyer Partnership with prompt written notice thereof so that the Buyer Partnership may seek an appropriate protective order and/or waive the SellersSubscribers’ compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, the Sellers Subscribers may disclose and/or otherwise use such information (i) in connection with any litigation with the Buyer Partnership or any of its Affiliates and/or (ii) once such information is in the public domain through no fault of the SellersSubscribers. (d) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.