Common use of Access to Information; Consultation Clause in Contracts

Access to Information; Consultation. (a) CBS shall afford to Purchaser and its accountants, counsel and other representatives reasonable access at reasonable times during the period prior to the Closing to all the properties (including the GESCO government-owned sites), books, Contracts, commitments, Tax Returns, pending bids and proposals for contracts (excluding contracts for which CBS believes Purchaser or any of its Affiliates is a competing bidder), and records of the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities), and during such period shall furnish promptly to Purchaser any information concerning the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as Purchaser may reasonably request and shall use reasonable commercial efforts on a timely basis to obtain any counterparty or third-party consents necessary to permit Purchaser access to such information; and shall cause its and the other Sellers' officers, employees, consultants, agents, accountants and attorneys to cooperate reasonably with Purchaser's representatives in connection with such review and examination; provided, however, that CBS is under no obligation to disclose to -------- ------- Purchaser (i) any information the disclosure of which is restricted by applicable Law except in strict compliance with the applicable Law, (ii) any information as to which the attorney-client privilege, the attorney work-product doctrine or the self-evaluative privilege may be available, except to the extent covered by the Joint Defense Agreement referred to in Section 5.28 or, if not so covered, until a mutually satisfactory joint defense agreement has been executed by Purchaser and CBS, (iii) the medical records pertaining to any employee or former employee of the Business until after the Closing or (iv) any "Classified Information" other than in compliance with the DIS Industrial Security Regulations, the DIS Industrial Security Manual and any other applicable government security regulations. CBS shall cooperate reasonably with Purchaser in connection with any request to make available to Purchaser and its representatives, customers and suppliers of the Business, and to arrange and participate in meetings between Purchaser and its representatives and such customers and suppliers, for the purpose, among other things, of verifying the information furnished to Purchaser, developing transition plans and integrating the operations of the Business with the operations of Purchaser and its Affiliates provided that (i) such cooperation does not unnecessarily interfere -------- with the operation of the GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. All requests for information, to visit facilities or to meet with Sellers' representatives shall be made in writing and directed to and coordinated with the person(s) designated to Purchaser from time to time by CBS as the GESCO Coordinator(s). Purchaser acknowledges that any information being provided to it or its representatives by Sellers pursuant to or in connection with this Agreement is subject to the terms of confidentiality agreements between each of MK and BNFL and CBS dated March 19, 1998 and March 13, 1998, respectively (the "Confidentiality Agreements"), which terms are -------------------------- incorporated herein by reference. CBS shall use its commercially reasonable efforts to, and to cause its Affiliates to, enforce the respective terms of the confidentiality agreements entered into with other prospective purchasers in connection with the proposed sale of the GESCO Businesses (including requesting that such other prospective purchasers return or destroy confidential information to the extent required to do so as provided therein). Notwithstanding anything to the contrary contained in paragraph 15 thereof, the Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy Confidential Information (as defined in the Confidentiality Agreements) shall terminate on the fifth anniversary of the Closing Date. Nothing contained herein is intended to limit or restrict Purchaser's use or disclosure of Confidential Information concerning the Business following the Closing. No investigation by Purchaser shall diminish or obviate any other representations, warranties, covenants or agreements of CBS under this Agreement. (b) During the period prior to the Closing, at the request of Purchaser, CBS shall, and shall cause its and the other Sellers' employees to, cooperate reasonably with Purchaser and its representatives in connection with the preparation of such financial statements for the Business as may be required in connection with the preparation by an applicable Affiliate of Purchaser of a Current Report on Form 8-K relating to the transactions contemplated hereby; provided that (i) such cooperation does not interfere with the operation of the -------- GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. (c) Prior to the Closing, CBS will deliver to Purchaser a complete and correct list of all bank accounts of each of the Sold Subsidiaries, and all persons having signing authority with respect thereto.

Access to Information; Consultation. (a) CBS shall afford to Purchaser and its accountants, counsel and other representatives reasonable access at reasonable times during From the period prior to the Closing to all the properties (including the GESCO government-owned sites), books, Contracts, commitments, Tax Returns, pending bids and proposals for contracts (excluding contracts for which CBS believes Purchaser or any of its Affiliates is a competing bidder), and records date of the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities), and during such period shall furnish promptly to Purchaser any information concerning the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as Purchaser may reasonably request and shall use reasonable commercial efforts on a timely basis to obtain any counterparty or third-party consents necessary to permit Purchaser access to such information; and shall cause its and the other Sellers' officers, employees, consultants, agents, accountants and attorneys to cooperate reasonably with Purchaser's representatives in connection with such review and examination; provided, however, that CBS is under no obligation to disclose to -------- ------- Purchaser (i) any information the disclosure of which is restricted by applicable Law except in strict compliance with the applicable Law, (ii) any information as to which the attorney-client privilege, the attorney work-product doctrine or the self-evaluative privilege may be available, except to the extent covered by the Joint Defense Original Agreement referred to in Section 5.28 or, if not so covered, until a mutually satisfactory joint defense agreement has been executed by Purchaser and CBS, (iii) the medical records pertaining to any employee or former employee of the Business until after the Closing or (iv) any "Classified Information" other than in compliance with the DIS Industrial Security Regulations, the DIS Industrial Security Manual and any other applicable government security regulations. CBS shall cooperate reasonably with Purchaser in connection with any request to make available to Purchaser and its representatives, customers and suppliers of the Business, and to arrange and participate in meetings between Purchaser and its representatives and such customers and suppliers, for the purpose, among other things, of verifying the information furnished to Purchaser, developing transition plans and integrating the operations of the Business with the operations of Purchaser and its Affiliates provided that (i) such cooperation does not unnecessarily interfere -------- with the operation of the GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. All requests for information, to visit facilities or to meet with Sellers' representatives shall be made in writing and directed to and coordinated with the person(s) designated to Purchaser from time to time by CBS as the GESCO Coordinator(s). Purchaser acknowledges that any information being provided to it or its representatives by Sellers pursuant to or in connection with this Agreement is subject to the terms of confidentiality agreements between each of MK and BNFL and CBS dated March 19, 1998 and March 13, 1998, respectively (the "Confidentiality Agreements"), which terms are -------------------------- incorporated herein by reference. CBS shall use its commercially reasonable efforts to, and to cause its Affiliates to, enforce the respective terms of the confidentiality agreements entered into with other prospective purchasers in connection with the proposed sale of the GESCO Businesses (including requesting that such other prospective purchasers return or destroy confidential information to the extent required to do so as provided therein). Notwithstanding anything to the contrary contained in paragraph 15 thereof, the Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy Confidential Information (as defined in the Confidentiality Agreements) shall terminate on the fifth anniversary of the Closing Date. Nothing contained herein is intended to limit or restrict Purchaser's use or disclosure of Confidential Information concerning , upon reasonable prior notice, the Business following the Closing. No investigation by Purchaser shall diminish or obviate any other representations, warranties, covenants or agreements of CBS under this Agreement. (b) During the period prior to the Closing, at the request of Purchaser, CBS Company shall, and shall cause its and the other Sellers' employees Subsidiaries to, (i) afford the Representatives of the Purchasers reasonable access, during normal business hours, upon reasonable notice, to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish or cause to be furnished to the Representatives of the Purchasers such additional financial and operating data and other information regarding the Company and its Subsidiaries as the Purchasers may from time to time reasonably request (including furnishing to the Purchasers the Company’s financial results in advance of any filing of any Company SEC Document containing such financial results), and (iii) instructing the employees, counsel, financial advisors, auditors and other Representatives of the Company and its Subsidiaries to cooperate reasonably with Purchaser the Purchasers in its investigation of the Company and its representatives Subsidiaries. No information or knowledge obtained by the Purchasers in any investigation pursuant to this Section 9.2 shall affect or be deemed to modify any representation and warranty made by the Company in Article VII. (b) Without limitation of Section 9.2(a), until the Closing Date, the Company shall provide the Purchasers: (i) the information contemplated by Sections 14.1(a) and (b), provided, at any time during which the Company or any of its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to this Sections 9.2(b)(i) by filing or causing any of its subsidiaries to file with the SEC (via the XXXXX system) on a timely basis annual and quarterly reports including financial statements of the Company and its Subsidiaries and satisfying the requirements of the Exchange Act; (ii) as soon as available, (A) a copy of the operating and capital expenditure budgets for the Company and its Subsidiaries for such fiscal year, (B) monthly construction progress reports (containing detail on budget, schedule and key metrics), (C) monthly management accounts and periodic information packages relating to the operations and financial performance of the Company and its Subsidiaries, in each case in such form as the Company and its Subsidiaries prepare in the ordinary course of business, (D) a copy of all information packages (and any other materials, documents or information) provided to the board of directors (or similar governing body) of any of the Company and its Subsidiaries or any director thereof (including notices, minutes, consents and regularly or specially compiled financial and operating data distributed to the members of such board or body at the same time as such materials are distributed to such board or body) and (E) a copy of any information or reporting packages (and any other materials, certificates, documents or other information) provided directly or indirectly (including through trustees or other agents) to any or all lenders to or debt financing sources of the Company and its Subsidiaries; (iii) (A) copies of draft applications for any Necessary Permits with respect to the Xxxxxxxx Project no later than five (5) Business Days prior to the anticipated filing of such application, (B) copies of any Permits received by the Company or its Subsidiaries with respect to the Xxxxxxxx Project within five (5) Business Days of receipt, (C) copies of any material correspondence with any Governmental Authority with respect to any Permits within two (2) Business Days of receipt and (D) regular updates on any material conversations with any Governmental Authority with respect to any Permits or status of Necessary Permits; (iv) regular updates regarding any discussions regarding financing arrangements for the Xxxxxxxx Project with any source or potential source of the Project Financing Facility, including notification of any material developments or changes in terms, and a copy of any term sheets or draft documentation relating thereto. The Company shall consult with the Purchasers on a regular basis with regard to the Project Financing Facility and give due consideration to all reasonable advice and input suggested by the Purchasers in connection with the preparation Project Financing Facility; (v) prompt written notice upon it becoming aware of such financial statements for (x) the Business as breach of any of its representations or warranties hereunder or of any of its or its Subsidiaries’ covenants hereunder or (y) any fact, occurrence or development that may be required reasonably result in connection the non-satisfaction of any of the conditions in Article VI; and (vi) upon the request of any Purchaser, an update meeting or telephone conference with the preparation by an applicable Affiliate of Purchaser of a Current Report Purchasers on Form 8-K relating to the transactions contemplated hereby; provided that (i) such cooperation does not interfere with the operation status of the -------- GESCO Businesses or progress of the Definitive Feasibility Study, and a copy of any other business materially updated draft of CBS and the Definitive Feasibility Study within two (ii2) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperationBusiness Days of receipt. (c) Prior Without prejudice to the Closing, CBS will deliver to Purchaser a complete and correct list of all bank accounts of each consent rights of the Sold Purchasers contained in Section 9.1, the Company shall consult with the Purchasers, and in good faith consider any comments or advice from the Purchasers, prior to and in the course of taking any of the following actions (and shall provide the Purchasers with regular updates to the status of discussions and negotiations with respect to any such actions): (i) retention of any third-party consultant, advisor or finder/broker, (ii) retention or replacement of any senior manager or officer, (iii) any debt or equity financing transactions, (iv) acquisition or disposition of a material amount of assets (including real property or Mineral Rights), (v) any actions with respect to the Karlsson Agreements, (vi) entry into or modification of any off-take or other long-term purchase agreements for Potash or any other Material Contract of the Company or its Subsidiaries, and all persons having signing authority (vi) compensation decisions with respect theretoto officers or employees and (vii) litigation involving the Company, its Subsidiaries or their assets.

Access to Information; Consultation. (a) CBS shall afford to Purchaser and its accountants, counsel and other representatives reasonable access at reasonable times during the period prior to the Closing to all the properties (including the GESCO government-owned sites), books, Contracts, commitments, Tax Returns, pending bids and proposals for contracts (excluding contracts for which CBS believes Purchaser or any of its Affiliates is a competing bidder), and records of the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities), and during such period shall furnish promptly to Purchaser any information concerning the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as Purchaser may reasonably request and shall use reasonable commercial efforts on a timely basis to obtain any counterparty or third-party consents necessary to permit Purchaser access to such information; and shall cause its and the other Sellers' officers, employees, consultants, agents, accountants and attorneys to cooperate reasonably with Purchaser's representatives in connection with such review and examination; provided, however, that CBS is under no obligation to disclose to -------- ------- Purchaser (i) any information the disclosure of which is restricted by applicable Law except in strict compliance with the applicable Law, (ii) any information as to which the attorney-client privilege, the attorney work-product doctrine or the self-evaluative privilege may be available, except to the extent covered by the Joint Defense Agreement referred to in Section 5.28 or, if not so covered, until a mutually satisfactory joint defense agreement has been executed by Purchaser and CBS, (iii) the medical records pertaining to any employee or former employee of the Business until after the Closing or (iv) any "Classified Information" other than in compliance with the DIS Industrial Security Regulations, the DIS Industrial Security Manual and any other applicable government security regulations. CBS shall cooperate reasonably with Purchaser in connection with any request to make available to Purchaser and its representatives, customers and suppliers of the Business, and to arrange and participate in meetings between Purchaser and its representatives and such customers and suppliers, for the purpose, among other things, of verifying the information furnished to Purchaser, developing transition plans and integrating the operations of the Business with the operations of Purchaser and its Affiliates provided that (i) such cooperation does not unnecessarily interfere -------- with the operation of the GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. All requests for information, to visit facilities or to meet with Sellers' representatives shall be made in writing and directed to and coordinated with the person(s) designated to Purchaser from time to time by CBS as the GESCO Coordinator(s). Purchaser acknowledges that any information being provided to it or its representatives by Sellers pursuant to or in connection with this Agreement is subject to the terms of confidentiality agreements between each of MK and BNFL and CBS dated March 19, 1998 and March 13, 1998, respectively (the "Confidentiality Agreements"), which terms are -------------------------- incorporated herein by reference. CBS shall use its commercially reasonable efforts to, and to cause its Affiliates to, enforce the respective terms of the confidentiality agreements entered into with other prospective purchasers in connection with the proposed sale of the GESCO Businesses (including requesting that such other prospective purchasers return or destroy confidential information to the extent required to do so as provided therein). Notwithstanding anything to the contrary contained in paragraph 15 thereof, the Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy Confidential Information (as defined in the Confidentiality Agreements) shall terminate on the fifth anniversary of the Closing Date. Nothing contained herein is intended to limit or restrict Purchaser's use or disclosure of Confidential Information concerning the Business following the Closing. No investigation by Purchaser shall diminish or obviate any other representations, warranties, covenants or agreements of CBS under this Agreement. (b) During the period prior to the Closing, at the request of Purchaser, CBS shall, and shall cause its and the other Sellers' employees to, cooperate reasonably with Purchaser and its representatives in connection with the preparation of such financial statements for the Business as may be required in connection with the preparation by an applicable Affiliate of Purchaser of a Current Report on Form 8-K relating to the transactions contemplated hereby; provided that (i) such cooperation does not interfere with the operation of the -------- GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. (c) Prior to the Closing, CBS will deliver to Purchaser a complete and correct list of all bank accounts of each of the Sold Subsidiaries, and all persons having signing authority with respect thereto.and

Access to Information; Consultation. (a) CBS shall afford to Purchaser and its accountants, counsel and other representatives reasonable access at reasonable times during From the period prior to the Closing to all the properties (including the GESCO government-owned sites), books, Contracts, commitments, Tax Returns, pending bids and proposals for contracts (excluding contracts for which CBS believes Purchaser or any date of its Affiliates is a competing bidder), and records of the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities), and during such period shall furnish promptly to Purchaser any information concerning the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as Purchaser may reasonably request and shall use reasonable commercial efforts on a timely basis to obtain any counterparty or third-party consents necessary to permit Purchaser access to such information; and shall cause its and the other Sellers' officers, employees, consultants, agents, accountants and attorneys to cooperate reasonably with Purchaser's representatives in connection with such review and examination; provided, however, that CBS is under no obligation to disclose to -------- ------- Purchaser (i) any information the disclosure of which is restricted by applicable Law except in strict compliance with the applicable Law, (ii) any information as to which the attorney-client privilege, the attorney work-product doctrine or the self-evaluative privilege may be available, except to the extent covered by the Joint Defense Agreement referred to in Section 5.28 or, if not so covered, until a mutually satisfactory joint defense agreement has been executed by Purchaser and CBS, (iii) the medical records pertaining to any employee or former employee of the Business until after the Closing or (iv) any "Classified Information" other than in compliance with the DIS Industrial Security Regulations, the DIS Industrial Security Manual and any other applicable government security regulations. CBS shall cooperate reasonably with Purchaser in connection with any request to make available to Purchaser and its representatives, customers and suppliers of the Business, and to arrange and participate in meetings between Purchaser and its representatives and such customers and suppliers, for the purpose, among other things, of verifying the information furnished to Purchaser, developing transition plans and integrating the operations of the Business with the operations of Purchaser and its Affiliates provided that (i) such cooperation does not unnecessarily interfere -------- with the operation of the GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. All requests for information, to visit facilities or to meet with Sellers' representatives shall be made in writing and directed to and coordinated with the person(s) designated to Purchaser from time to time by CBS as the GESCO Coordinator(s). Purchaser acknowledges that any information being provided to it or its representatives by Sellers pursuant to or in connection with this Agreement is subject to the terms of confidentiality agreements between each of MK and BNFL and CBS dated March 19, 1998 and March 13, 1998, respectively (the "Confidentiality Agreements"), which terms are -------------------------- incorporated herein by reference. CBS shall use its commercially reasonable efforts to, and to cause its Affiliates to, enforce the respective terms of the confidentiality agreements entered into with other prospective purchasers in connection with the proposed sale of the GESCO Businesses (including requesting that such other prospective purchasers return or destroy confidential information to the extent required to do so as provided therein). Notwithstanding anything to the contrary contained in paragraph 15 thereof, the Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy Confidential Information (as defined in the Confidentiality Agreements) shall terminate on the fifth anniversary of until the Closing Date. Nothing contained herein is intended to limit or restrict Purchaser's use or disclosure of Confidential Information concerning , upon reasonable prior notice, the Business following the Closing. No investigation by Purchaser shall diminish or obviate any other representations, warranties, covenants or agreements of CBS under this Agreement. (b) During the period prior to the Closing, at the request of Purchaser, CBS Company shall, and shall cause its and the other Sellers' employees Subsidiaries to, (i) afford the Representatives of the Purchasers reasonable access, during normal business hours, upon reasonable notice, to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish or cause to be furnished to the Representatives of the Purchasers such additional financial and operating data and other information regarding the Company and its Subsidiaries as the Purchasers may from time to time reasonably request (including furnishing to the Purchasers the Company's financial results in advance of any filing of any Company SEC Document containing such financial results), and (iii) instructing the employees, counsel, financial advisors, auditors and other Representatives of the Company and its Subsidiaries to cooperate reasonably with Purchaser the Purchasers in its investigation of the Company and its representatives Subsidiaries. No information or knowledge obtained by the Purchasers in any investigation pursuant to this Section 9.2 shall affect or be deemed to modify any representation and warranty made by the Company in Article VII. (b) Without limitation of Section 9.2(a), until the Closing Date, the Company shall provide the Purchasers: (i) the information contemplated by Sections 14.1(a) and (b), provided, at any time during which the Company or any of its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to this Sections 9.2(b)(i) by filing or causing any of its subsidiaries to file with the SEC (via the XXXXX system) on a timely basis annual and quarterly reports including financial statements of the Company and its Subsidiaries and satisfying the requirements of the Exchange Act; (ii) as soon as available, (A) a copy of the operating and capital expenditure budgets for the Company and its Subsidiaries for such fiscal year, (B) monthly construction progress reports (containing detail on budget, schedule and key metrics), (C) monthly management accounts and periodic information packages relating to the operations and financial performance of the Company and its Subsidiaries, in each case in such form as the Company and its Subsidiaries prepare in the ordinary course of business, (D) a copy of all information packages (and any other materials, documents or information) provided to the board of directors (or similar governing body) of any of the Company and its Subsidiaries or any director thereof (including notices, minutes, consents and regularly or specially compiled financial and operating data distributed to the members of such board or body at the same time as such materials are distributed to such board or body) and (E) a copy of any information or reporting packages (and any other materials, certificates, documents or other information) provided directly or indirectly (including through trustees or other agents) to any or all lenders to or debt financing sources of the Company and its Subsidiaries; (iii) (A) copies of draft applications for any Necessary Permits with respect to the Xxxxxxxx Project no later than five (5) Business Days prior to the anticipated filing of such application, (B) copies of any Permits received by the Company or its Subsidiaries with respect to the Xxxxxxxx Project within five (5) Business Days of receipt, (C) copies of any material correspondence with any Governmental Authority with respect to any Permits within two (2) Business Days of receipt and (D) regular updates on any material conversations with any Governmental Authority with respect to any Permits or status of Necessary Permits; (iv) regular updates regarding any discussions regarding financing arrangements for the Xxxxxxxx Project with any source or potential source of the Project Financing Facility, including notification of any material developments or changes in terms, and a copy of any term sheets or draft documentation relating thereto. The Company shall consult with the Purchasers on a regular basis with regard to the Project Financing Facility and give due consideration to all reasonable advice and input suggested by the Purchasers in connection with the preparation Project Financing Facility; (v) prompt written notice upon it becoming aware of such financial statements for (x) the Business as breach of any of its representations or warranties hereunder or of any of its or its Subsidiaries' covenants hereunder or (y) any fact, occurrence or development that may be required reasonably result in connection the non-satisfaction of any of the conditions in Article VI; and (vi) upon the request of any Purchaser, an update meeting or telephone conference with the preparation by an applicable Affiliate of Purchaser of a Current Report Purchasers on Form 8-K relating to the transactions contemplated hereby; provided that (i) such cooperation does not interfere with the operation status of the -------- GESCO Businesses or progress of the Definitive Feasibility Study, and a copy of any other business materially updated draft of CBS and the Definitive Feasibility Study within two (ii2) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperationBusiness Days of receipt. (c) Prior Without prejudice to the Closing, CBS will deliver to Purchaser a complete and correct list of all bank accounts of each consent rights of the Sold Purchasers contained in Section 9.1, the Company shall consult with the Purchasers, and in good faith consider any comments or advice from the Purchasers, prior to and in the course of taking any of the following actions (and shall provide the Purchasers with regular updates to the status of discussions and negotiations with respect to any such actions): (i) retention of any third-party consultant, advisor or finder/broker, (ii) retention or replacement of any senior manager or officer, (iii) any debt or equity financing transactions, (iv) acquisition or disposition of a material amount of assets (including real property or Mineral Rights), (v) any actions with respect to the Karlsson Agreements, (vi) entry into or modification of any off-take or other long-term purchase agreements for Potash or any other Material Contract of the Company or its Subsidiaries, and all persons having signing authority (vi) compensation decisions with respect theretoto officers or employees and (vii) litigation involving the Company, its Subsidiaries or their assets.

Access to Information; Consultation. (a) CBS From the date of this Agreement to the Closing, Seller shall cause each Company to afford to Purchaser and its accountants, counsel and counsel, other representatives and Lenders reasonable access at access, upon reasonable times notice during the period prior to the Closing normal business hours, to all the personnel, properties (including facilities, plant and network locations for equipment, installation with contractors, connection to power and fiber, it being understood that the GESCO government-owned sitespreliminary list of sites to which Purchaser will be granted such access is set forth on Section 5.02 of the Seller Disclosure Letter, which list will be subject to update as reasonably agreed between Seller and Purchaser between the date hereof and the Closing), books, Contracts, commitments, Tax Returns, pending bids and proposals for contracts (excluding contracts for which CBS believes Purchaser or any of its Affiliates is a competing bidder), Returns and records of to the extent relating to the Business (other than to including, for the extent such information relates to the Excluded Assets avoidance of doubt, any Tax Returns and Tax books and records, together with any note papers or Excluded Liabilities)work papers related thereto, and allow Purchaser and its representatives to document, observe, measure, photograph and plan) and, during such period period, shall furnish promptly to Purchaser any information concerning relating to the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as Purchaser may reasonably request (other than any of the foregoing that relate to the negotiation and shall use reasonable commercial efforts on a timely basis execution of this Agreement or any proposals from other parties relating to obtain any counterparty competing or third-party consents necessary to permit Purchaser access to such information; alternative transactions and shall cause its and the other Sellers' officers, employees, consultants, agents, accountants and attorneys to cooperate reasonably with Purchaser's representatives in connection with such review and examinationany Seller Consolidated Return); provided, however, that CBS is under no obligation Purchaser and its accountants, counsel, other representatives and Lenders shall conduct any such permitted activities in such a manner as not to disclose interfere unreasonably with the Business and pursuant to -------- ------- Purchaser protocols governing such access and activities to be reasonably agreed between Seller and Purchaser; provided further, however, that (i) none of Seller or any information the disclosure of which is restricted by applicable Law except its Subsidiaries shall be required to provide such access if Seller determines, in strict compliance with the its reasonable judgment, that doing so could reasonably be expected to (A) violate applicable Law, an applicable Judgment or a Contract or (iiB) any information as to which jeopardize the protection of an attorney-client privilege, the attorney work-work product doctrine protection or the self-evaluative other legal privilege may be available(in each case, except to the extent covered by the Joint Defense Agreement referred to in Section 5.28 or, if not so covered, until a mutually satisfactory joint defense agreement has been executed by Purchaser and CBS, (iii) the medical records pertaining to any employee or former employee of the Business until after the Closing or (iv) any "Classified Information" other than in compliance with the DIS Industrial Security Regulations, the DIS Industrial Security Manual and any other applicable government security regulations. CBS shall cooperate reasonably with Purchaser in connection with any request to make available to Purchaser and its representatives, customers and suppliers of the Businessit being understood that Seller shall, and shall cause the Companies to, use commercially reasonable efforts to arrange and participate provide such access in meetings between Purchaser and its representatives and such customers and suppliers, for the purpose, among other things, of verifying the information furnished to Purchaser, developing transition plans and integrating the operations of the Business with the operations of Purchaser and its Affiliates provided a manner that (i) such cooperation does not unnecessarily interfere -------- with the operation of the GESCO Businesses violate any such Law, Judgment or Contract or jeopardize any other business of CBS such privilege or protection) and (ii) Purchaser such access shall reimburse CBS upon request as incurred for not include any expenses incurred in connection with such cooperationPhase II environmental investigations or any other environmental testing or sampling of, at or under any Company Real Property by or on behalf of Purchaser, its accountants, counsel, other representatives or Lenders. All requests for information, information made pursuant to visit facilities or to meet with Sellers' representatives this Section 5.02 shall be made in writing and directed to and coordinated with the person(s) an executive officer or other Person designated to Purchaser from time to time by CBS as the GESCO Coordinator(s). Purchaser acknowledges that any information being provided to it or its representatives by Sellers pursuant to or in connection with this Agreement is subject to the terms of confidentiality agreements between each of MK and BNFL and CBS dated March 19, 1998 and March 13, 1998, respectively (the "Confidentiality Agreements"), which terms are -------------------------- incorporated herein by reference. CBS shall use its commercially reasonable efforts to, and to cause its Affiliates to, enforce the respective terms of the confidentiality agreements entered into with other prospective purchasers in connection with the proposed sale of the GESCO Businesses (including requesting that such other prospective purchasers return or destroy confidential information to the extent required to do so as provided therein). Notwithstanding anything to the contrary contained in paragraph 15 thereof, the Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy Confidential Information (as defined in the Confidentiality Agreements) shall terminate on the fifth anniversary of the Closing Date. Nothing contained herein is intended to limit or restrict Purchaser's use or disclosure of Confidential Information concerning the Business following the Closing. No investigation by Purchaser shall diminish or obviate any other representations, warranties, covenants or agreements of CBS under this AgreementSeller. (b) During the period prior to the Closing, at the request of Purchaser, CBS shallSeller shall keep Purchaser reasonably informed and consult and cooperate with, and shall cause its and consider in good faith the other Sellers' employees toviews of, cooperate reasonably with Purchaser and its representatives on any matters relating to item 1 on Section 3.12 of the Seller Disclosure Letter, including any filing, submission, analysis, appearance, presentation, memorandum, brief, argument or proposal made or submitted in connection with the preparation of such financial statements for the Business therewith. In addition, except as may be required in connection with the preparation prohibited by an any Governmental Entity or by any applicable Affiliate of Purchaser of a Current Report on Form 8-K relating to the transactions contemplated hereby; provided that (i) such cooperation does not interfere with the operation of the -------- GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred Law, in connection with such cooperationmatter, Seller will permit authorized representatives of Purchaser to be consulted in connection with any substantive document, opinion or proposal made or submitted to any Governmental Entity in connection with such matter. (c) Prior to the Closing, CBS will deliver to Purchaser a complete and correct list of all bank accounts of each of the Sold Subsidiaries, and all persons having signing authority with respect thereto.

Access to Information; Consultation. (a) CBS shall afford to Purchaser and its accountants, counsel and other representatives reasonable access at reasonable times during the period prior to the Closing to all the properties (including the GESCO government-owned sites)properties, books, Contracts, commitments, Tax Returns, pending bids and proposals for contracts the anticipated revenues from which will exceed $25,000,000 (excluding contracts for which CBS believes Purchaser or any of its Affiliates is a competing bidder), and records of the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities), and during such period shall furnish promptly to Purchaser any information concerning the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as Purchaser may reasonably request and shall use reasonable commercial efforts on a timely basis to obtain any counterparty or third-party consents necessary to permit Purchaser access to such information; and shall cause its and the other Sellers' officers, employees, consultants, agents, accountants and attorneys to cooperate reasonably with Purchaser's representatives in connection with such review and examination; provided, however, that CBS is under no obligation to -------- ------- disclose to -------- ------- Purchaser (i) any information the disclosure of which is restricted by applicable Law except in strict compliance with the applicable Law, (ii) any information as to which the attorney-client privilege, the attorney work-product doctrine or the self-self- evaluative privilege may be available, except to the extent covered by the Joint Defense Agreement referred to in Section 5.28 5.30 or, if not so covered, until a mutually satisfactory joint defense agreement has been executed by Purchaser and CBS, (iii) the medical records pertaining to any employee or former employee of the Business until after the Closing or (iv) any "Classified Information" other than in compliance with the DIS Industrial Security Regulations, the DIS Industrial Security Manual NRC and any other applicable government security regulations. CBS shall cooperate reasonably with Purchaser in connection with any request to make available to Purchaser and its representatives, customers and suppliers of the Business, and to arrange and participate in meetings between Purchaser and its representatives and such customers and suppliers, for the purpose, among other things, of verifying the information furnished to Purchaser, developing transition plans and integrating the operations of the Business with the operations of Purchaser and its Affiliates Affiliates; provided that (i) -------- such cooperation does not unnecessarily interfere -------- with the operation of the GESCO Businesses Energy Systems Business or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. All requests for information, to visit facilities or to meet with Sellers' representatives shall be made in writing and directed to and coordinated with the person(s) designated to Purchaser from time to time by CBS as the GESCO ESBU Coordinator(s). Purchaser acknowledges that any information being provided to it or its representatives by Sellers pursuant to or in connection with this Agreement is subject to the terms of confidentiality agreements between each of MK and BNFL BNFL, and CBS CBS, dated March 19, 1998 and March 13, 1998, respectively (the "Confidentiality Agreements"), which terms are incorporated -------------------------- incorporated herein by reference. CBS shall use its commercially reasonable efforts to, and to cause its Affiliates to, enforce the respective terms of the confidentiality agreements entered into with other prospective purchasers in connection with the proposed sale of the GESCO Businesses Energy Systems Business (including requesting that such other prospective purchasers return or destroy confidential information to the extent required to do so as provided therein). Notwithstanding anything to the contrary contained in paragraph 15 thereof, the Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy Confidential Information (as defined in the Confidentiality Agreements) shall terminate on the fifth anniversary of the Closing Date. Nothing contained herein is intended to limit or restrict Purchaser's use or disclosure of Confidential Information concerning the Business following the Closing. No investigation by Purchaser shall diminish or obviate any other representations, warranties, covenants or agreements of CBS under this Agreement. (b) During the period prior to the Closing, at the request of Purchaser, CBS shall, and shall cause its and the other Sellers' employees to, cooperate reasonably with Purchaser and its representatives in connection with the preparation of such financial statements for the Business as may be required in connection with the preparation by an applicable Affiliate of Purchaser of a Current Report on Form 8-K relating to the transactions contemplated hereby; provided that (i) such -------- cooperation does not interfere with the operation of the -------- GESCO Businesses Energy Systems Business or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. (c) Prior to the Closing, CBS will deliver to Purchaser a complete and correct list of all bank accounts of each of the Sold Subsidiaries, and all persons having signing authority with respect thereto.

Access to Information; Consultation. (a) CBS shall afford to Purchaser and its accountants, counsel and other representatives reasonable access at reasonable times during From the period prior to the Closing to all the properties (including the GESCO government-owned sites), books, Contracts, commitments, Tax Returns, pending bids and proposals for contracts (excluding contracts for which CBS believes Purchaser or any of its Affiliates is a competing bidder), and records date of the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities), and during such period shall furnish promptly to Purchaser any information concerning the Business (other than to the extent such information relates to the Excluded Assets or Excluded Liabilities) as Purchaser may reasonably request and shall use reasonable commercial efforts on a timely basis to obtain any counterparty or third-party consents necessary to permit Purchaser access to such information; and shall cause its and the other Sellers' officers, employees, consultants, agents, accountants and attorneys to cooperate reasonably with Purchaser's representatives in connection with such review and examination; provided, however, that CBS is under no obligation to disclose to -------- ------- Purchaser (i) any information the disclosure of which is restricted by applicable Law except in strict compliance with the applicable Law, (ii) any information as to which the attorney-client privilege, the attorney work-product doctrine or the self-evaluative privilege may be available, except to the extent covered by the Joint Defense Original Agreement referred to in Section 5.28 or, if not so covered, until a mutually satisfactory joint defense agreement has been executed by Purchaser and CBS, (iii) the medical records pertaining to any employee or former employee of the Business until after the Closing or (iv) any "Classified Information" other than in compliance with the DIS Industrial Security Regulations, the DIS Industrial Security Manual and any other applicable government security regulations. CBS shall cooperate reasonably with Purchaser in connection with any request to make available to Purchaser and its representatives, customers and suppliers of the Business, and to arrange and participate in meetings between Purchaser and its representatives and such customers and suppliers, for the purpose, among other things, of verifying the information furnished to Purchaser, developing transition plans and integrating the operations of the Business with the operations of Purchaser and its Affiliates provided that (i) such cooperation does not unnecessarily interfere -------- with the operation of the GESCO Businesses or any other business of CBS and (ii) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperation. All requests for information, to visit facilities or to meet with Sellers' representatives shall be made in writing and directed to and coordinated with the person(s) designated to Purchaser from time to time by CBS as the GESCO Coordinator(s). Purchaser acknowledges that any information being provided to it or its representatives by Sellers pursuant to or in connection with this Agreement is subject to the terms of confidentiality agreements between each of MK and BNFL and CBS dated March 19, 1998 and March 13, 1998, respectively (the "Confidentiality Agreements"), which terms are -------------------------- incorporated herein by reference. CBS shall use its commercially reasonable efforts to, and to cause its Affiliates to, enforce the respective terms of the confidentiality agreements entered into with other prospective purchasers in connection with the proposed sale of the GESCO Businesses (including requesting that such other prospective purchasers return or destroy confidential information to the extent required to do so as provided therein). Notwithstanding anything to the contrary contained in paragraph 15 thereof, the Confidentiality Agreements and the obligations not to use or disclose and to return on request or destroy Confidential Information (as defined in the Confidentiality Agreements) shall terminate on the fifth anniversary of the Closing Date. Nothing contained herein is intended to limit or restrict Purchaser's use or disclosure of Confidential Information concerning , upon reasonable prior notice, the Business following the Closing. No investigation by Purchaser shall diminish or obviate any other representations, warranties, covenants or agreements of CBS under this Agreement. (b) During the period prior to the Closing, at the request of Purchaser, CBS Company shall, and shall cause its and the other Sellers' employees Subsidiaries to, (i) afford the Representatives of the Purchasers reasonable access, during normal business hours, upon reasonable notice, to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish or cause to be furnished to the Representatives of the Purchasers such additional financial and operating data and other information regarding the Company and its Subsidiaries as the Purchasers may from time to time reasonably request (including furnishing to the Purchasers the Company's financial results in advance of any filing of any Company SEC Document containing such financial results), and (iii) instructing the employees, counsel, financial advisors, auditors and other Representatives of the Company and its Subsidiaries to cooperate reasonably with Purchaser the Purchasers in its investigation of the Company and its representatives Subsidiaries. No information or knowledge obtained by the Purchasers in any investigation pursuant to this Section 9.2 shall affect or be deemed to modify any representation and warranty made by the Company in Article VII. (b) Without limitation of Section 9.2(a), until the Closing Date, the Company shall provide the Purchasers: (i) the information contemplated by Sections 14.1(a) and (b), provided, at any time during which the Company or any of its Subsidiaries is subject to the periodic reporting requirements of the Exchange Act or voluntarily reports thereunder, the Company may satisfy its obligations pursuant to this Sections 9.2(b)(i) by filing or causing any of its subsidiaries to file with the SEC (via the XXXXX system) on a timely basis annual and quarterly reports including financial statements of the Company and its Subsidiaries and satisfying the requirements of the Exchange Act; (ii) as soon as available, (A) a copy of the operating and capital expenditure budgets for the Company and its Subsidiaries for such fiscal year, (B) monthly construction progress reports (containing detail on budget, schedule and key metrics), (C) monthly management accounts and periodic information packages relating to the operations and financial performance of the Company and its Subsidiaries, in each case in such form as the Company and its Subsidiaries prepare in the ordinary course of business, (D) a copy of all information packages (and any other materials, documents or information) provided to the board of directors (or similar governing body) of any of the Company and its Subsidiaries or any director thereof (including notices, minutes, consents and regularly or specially compiled financial and operating data distributed to the members of such board or body at the same time as such materials are distributed to such board or body) and (E) a copy of any information or reporting packages (and any other materials, certificates, documents or other information) provided directly or indirectly (including through trustees or other agents) to any or all lenders to or debt financing sources of the Company and its Subsidiaries; (iii) (A) copies of draft applications for any Necessary Permits with respect to the Xxxxxxxx Project no later than five (5) Business Days prior to the anticipated filing of such application, (B) copies of any Permits received by the Company or its Subsidiaries with respect to the Xxxxxxxx Project within five (5) Business Days of receipt, (C) copies of any material correspondence with any Governmental Authority with respect to any Permits within two (2) Business Days of receipt and (D) regular updates on any material conversations with any Governmental Authority with respect to any Permits or status of Necessary Permits; (iv) regular updates regarding any discussions regarding financing arrangements for the Xxxxxxxx Project with any source or potential source of the Project Financing Facility, including notification of any material developments or changes in terms, and a copy of any term sheets or draft documentation relating thereto. The Company shall consult with the Purchasers on a regular basis with regard to the Project Financing Facility and give due consideration to all reasonable advice and input suggested by the Purchasers in connection with the preparation Project Financing Facility; (v) prompt written notice upon it becoming aware of such financial statements for (x) the Business as breach of any of its representations or warranties hereunder or of any of its or its Subsidiaries' covenants hereunder or (y) any fact, occurrence or development that may be required reasonably result in connection the non-satisfaction of any of the conditions in Article VI; and (vi) upon the request of any Purchaser, an update meeting or telephone conference with the preparation by an applicable Affiliate of Purchaser of a Current Report Purchasers on Form 8-K relating to the transactions contemplated hereby; provided that (i) such cooperation does not interfere with the operation status of the -------- GESCO Businesses or progress of the Definitive Feasibility Study, and a copy of any other business materially updated draft of CBS and the Definitive Feasibility Study within two (ii2) Purchaser shall reimburse CBS upon request as incurred for any expenses incurred in connection with such cooperationBusiness Days of receipt. (c) Prior Without prejudice to the Closing, CBS will deliver to Purchaser a complete and correct list of all bank accounts of each consent rights of the Sold Purchasers contained in Section 9.1, the Company shall consult with the Purchasers, and in good faith consider any comments or advice from the Purchasers, prior to and in the course of taking any of the following actions (and shall provide the Purchasers with regular updates to the status of discussions and negotiations with respect to any such actions): (i) retention of any third-party consultant, advisor or finder/broker, (ii) retention or replacement of any senior manager or officer, (iii) any debt or equity financing transactions, (iv) acquisition or disposition of a material amount of assets (including real property or Mineral Rights), (v) any actions with respect to the Karlsson Agreements, (vi) entry into or modification of any off-take or other long-term purchase agreements for Potash or any other Material Contract of the Company or its Subsidiaries, and all persons having signing authority (vi) compensation decisions with respect theretoto officers or employees and (vii) litigation involving the Company, its Subsidiaries or their assets.