Common use of Access to Information; Maintenance of Records Clause in Contracts

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company shall, during ordinary business hours, upon reasonable notice (i) give APDN and APDN Subreasonable access to the Company's books, records, plants, offices and other facilities relating to the Purchased Assets or where the Purchased Assets are located, (ii) permit APDN to make such reasonable inspections thereof as they may reasonably request, and (iii) furnish APDN and APDN Sub with such financial and operating data and other information with respect to the Purchased Assets as APDN and APDN Sub may from time to time reasonably request. Notwithstanding anything in this Section 8.2(a) to the contrary, APDN and APDN Sub shall not have access to the Company's employee records and personnel and medical records. (b) All information furnished to or obtained by the Buyers or any of the Buyers' Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be treated as Confidential Information of the disclosing party for all purposes. Each Party agrees to hold in confidence, and protect, such Confidential Information with the same degree of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of care. (c) For a period of three (3) years after the Closing, the Buyers and their respective successors and assigns shall have reasonable access to each of the Sellers' books and records relating to the Purchased Assets, including all information pertaining to the Assumed Agreements or other matters relating to the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Party, (ii) no Party shall be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party need supply the other party with any information which such Party is under a legal obligation not to supply. The Party exercising this right of access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.2(c). If the Party in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party shall, prior to such disposition, give the other Party a reasonable opportunity at such other Party's expense, to segregate and remove such books and records as such other Party may select.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Sellers shall, during ordinary business hours, upon reasonable notice (i) give APDN the Buyer and APDN Subreasonable the Buyer's Representatives reasonable access to the Company's all books, records, plants, offices and other facilities relating to and properties constituting the Purchased Assets or where to which the Purchased Assets are locatedBuyer is not denied access by law, (ii) permit APDN the Buyer to make such reasonable inspections thereof as they the Buyer may reasonably request, and (iii) furnish APDN and APDN Sub the Buyer with such financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub the Buyer may from time to time reasonably request, (iv) furnish the Buyer a copy of each material report, schedule or other document filed with the SEC by the Sellers with respect to the Business; provided, however, that (A) any such access shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business, (B) no Seller shall be required to take any action which would constitute a waiver of the attorney-client privilege and (C) no Seller need supply the Buyer with any information which a Seller is under a legal obligation not to supply, including customer-specific costing and pricing information. Notwithstanding anything in this Section 8.2(a7.2(a) to the contrary, APDN and APDN Sub the Buyer shall not have access to any of the Company's employee records and Employee Records or other personnel and medical records, which in the Sellers' good faith judgment are sensitive or the disclosure of which could subject the Sellers to any risk of liability. (b) The Buyer and the Sellers acknowledge that the Buyer and Insilco are bound by the Confidentiality Agreement. All information furnished to or obtained by the Buyers Buyer or any of the Buyers' Buyer's Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the disclosing party for all purposesConfidentiality Agreement. Each Party agrees to hold in confidenceFurthermore, and protect, such the Buyer acknowledges that the Sellers or the Sellers' Representatives may furnish Confidential Information with to counsel for the same degree Creditors' Committee and to the Prepetition Agent and their respective counsel, subject to the provisions of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of carethe Confidentiality Agreement. (c) For Between the Closing Date and the later of (x) the third anniversary of the Closing Date and (y) the date of entry of an order of the Bankruptcy Court closing the Chapter 11 Cases, or if converted to a period case under chapter 7 of three (3) years after the ClosingBankruptcy Code, an order of the Bankruptcy Court closing such case, the Buyers Sellers and their respective successors and assigns representatives shall have reasonable access to each all of the Sellers' books and records relating to the Business or the Purchased Assets, including all information pertaining to the Assumed Agreements Agreements, all Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the Buyer to the extent that such access may reasonably be required by the Sellers in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records Buyer upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Partythe Buyer or its Affiliates, (ii) no Party the Buyer shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party the Buyer need not supply the other party Sellers with any information which such Party the Buyer is under a legal obligation not to supply. The Party exercising this right of access Sellers shall be solely responsible for any costs or expenses incurred by it them pursuant to this Section 8.2(c7.2(c). If the Party in possession of such books and records Buyer shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party the Buyer shall, prior to such disposition, give the other Party Sellers a reasonable opportunity at such other Party's the Sellers' expense, to segregate and remove such books and records as such other Party the Sellers may select. Furthermore, the Buyer acknowledges that the Sellers shall have reasonable access to all Transferred Employees with respect to the litigation matters set forth on Schedule 2.2(d) and Schedule 5.11 for so long as such matters are pending. In addition to the foregoing, the Buyer agrees to maintain the Employee Records in its possession for a period of three (3) years after the Closing Date and to give former and current employees of the Sellers reasonable access to such Employee Records during such period. (d) the Sellers shall furnish the Buyer with a list of each Employee which includes: (i) the name of such Employee, (ii) the job title of each Employee, (iii) the current annual compensation (including bonuses or incentive compensation) of each Employee, (iv) unused personal time off (including without limitation vacation and sick time), (v) date of hire (with indication of any break in service), (vi) any increases or other benefits required by any agreement or understanding with any Employee; and (vii) a description of any formal or informal understanding concerning any Employee's rights to continue to receive compensation and/or other benefits during any period in which such Employee is not performing any services for the Sellers.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Seller shall, during ordinary business hours, upon reasonable notice notice, as deemed necessary by Buyer, in its sole discretion: (i) give APDN Buyer and APDN Subreasonable Buyer’s Representatives reasonable access to the Company's books, records, plants, offices and other facilities relating to constituting the Purchased Assets or where the Purchased Assets are locatedAssets, (ii) permit APDN Buyer to make such reasonable inspections thereof as they Buyer may reasonably requestrequest and provide Buyer with access to all information reasonably necessary to monitor the Business and ensure compliance with the DIP Budget with Comdial, and (iii) furnish APDN Buyer with a schedule of all current Employees of Seller involved in the Business together with a description of each such employee’s job duties, years of service and APDN Sub compensation, and (iv) furnish Buyer with such other financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub Buyer may from time to time reasonably request. Notwithstanding anything ; provided, however, that (A) any such access shall be conducted in this Section 8.2(asuch a manner so as not to interfere unreasonably with the operation of the Business and shall be at the expense of Buyer, and (B) to the contrary, APDN and APDN Sub Seller shall not have access be required to take any action which would constitute a waiver of the Company's employee records and personnel and medical recordsattorney-client privilege. (b) All information furnished to or obtained by Between the Buyers or any Closing Date and the later of (x) the sixth anniversary of the Buyers' Representatives Closing Date and (y) the date of entry of an order or any final decree of the Sellers Bankruptcy Court closing the Chapter 11 Case, or any if converted to a case under Chapter 7 of the Sellers' Representatives pursuant to this Agreement shall be treated as Confidential Information Bankruptcy Code, an order of the disclosing party for all purposes. Each Party agrees to hold in confidenceBankruptcy Court closing such case, Seller and protect, such Confidential Information with the same degree of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of care. (c) For a period of three (3) years after the Closing, the Buyers and their respective successors and assigns Seller’s Representative shall have reasonable access to each all of the Sellers' books and records relating to the Business or the Purchased Assets, and including all information pertaining to the Assumed Agreements Contracts, in the possession of Buyer to the extent that such access may reasonably be required by Seller in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records Buyer upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any PartyBuyer or its Affiliates, and (ii) no Party Buyer shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party Buyer need not supply the other party Seller with any information which such Party Buyer is under a legal obligation not to supply. The Party exercising this right of access Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.2(c7.2(b). If the Party in possession of such books and records Buyer shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party Buyer shall, prior to such disposition, give the other Party Seller a reasonable opportunity at such other Party's Seller’s expense, to segregate and remove such books and records as such other Party Seller may select.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Seller Parties shall, during ordinary business hours, upon reasonable notice (i) give APDN the Buyers and APDN Subreasonable the Buyers' Representatives reasonable access to the Company's all supervisory employees and to all books, records, plants, offices and other facilities and properties relating to the Purchased Assets or where Business to which the Purchased Assets Buyers are locatednot denied access by law, (ii) permit APDN the Buyers to make such reasonable inspections thereof as they the Buyers may reasonably request, and including permitting a representative of the Buyers to maintain a physical presence at each of the xlvi Business Real Properties at all times prior to the Closing, provided that such representative of the Buyers shall not be present at any time during which due diligence is being conducted by third parties in connection with the bankruptcy proceedings or any other time (which shall be of a limited nature) at which the Sellers' management reasonably believes that such presence would result in a material impact on the Business, (iii) furnish APDN and APDN Sub the Buyers with such financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub the Buyers may from time to time reasonably requestrequest and (iv) furnish the Buyers with a copy of any pleading, report, schedule or other document filed by Insilco with the SEC or the Bankruptcy Court or received by Insilco with respect to the Business; provided, however, that with respect to each of the provisions of this Section 7.2, (A) any such physical presence which shall exist and any such access shall be conducted in such a manner so as not to interfere with the operation or conduct of the Business, (B) the Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Sellers need not supply the Buyers or the Buyers' Representatives with any information which the Sellers are under a legal obligation not to supply or any information, documents or materials related to customer specific costing and pricing information; provided, however, that at the request of the Buyers, the Sellers shall provide customer specific costing and pricing information to the Buyers' independent accountants if such independent accountants shall have agreed with Insilco in writing not to provide such information to the Buyers except solely on an aggregate basis. Notwithstanding anything in this Section 8.2(a7.2(a) to the contrary, APDN and APDN Sub the Buyers shall not have access to the Company's employee records and any Employee Records or other personnel and medical recordsrecords which, in Insilco's good faith judgment, are sensitive or the disclosure of which could subject Insilco to any meaningful risk of liability. To the extent that the Buyers wish to have access to customers and suppliers of the Business prior to the Closing, the Buyers shall coordinate such access with the Sellers and shall be accompanied by an employee of the Sellers who is reasonably acceptable to the Buyers. (b) The Buyers and the Sellers acknowledge that they are subject to the Confidentiality Agreement. All information furnished to or obtained by the Buyers or any of the Buyers' Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the disclosing party for all purposesConfidentiality Agreement, subject to the terms of the Confidentiality Agreement. Each Party agrees to hold in confidenceFurthermore, and protect, such the Buyers acknowledge that the Sellers or the Sellers' Representatives may furnish Confidential Information with to counsel for the same degree Creditors' Committee and to the Prepetition Agent and their respective counsel, subject to the provisions of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of carethe Confidentiality Agreement. (c) For Between the Closing Date and the later of (x) the third anniversary of the Closing Date or (y) the date of entry of an order of the Bankruptcy Court closing the Chapter 11 Cases, or if converted to a period case under Chapter 7 of three (3) years after the ClosingBankruptcy Code, an order of the Bankruptcy Court closing such case, the Buyers Sellers and their respective successors and assigns the Sellers' Representatives shall have reasonable access to each all of the Sellers' books and records relating to the Business or the Purchased Assets, including all information pertaining to the Assumed Agreements Agreements, all Employee Records or other personnel and medical records required by Law, legal process or subpoena, in the possession of the Buyers to the extent that such access may reasonably be required by the Sellers in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets, provided, however, that the Sellers and the Sellers' Representatives shall not have access to any Employee Records or xlvii other personnel and medical records which, in the Buyers' good faith judgment, are sensitive or the disclosure of which could subject the Buyers or their Affiliates to any meaningful risk of liability. Such access shall be afforded by the Party in possession of such books and records Buyers upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Partythe Buyers or their Affiliates, (ii) no Party the Buyers shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party the Buyers need not supply the other party Sellers with any information which such Party is the Buyers are under a legal obligation not to supply. The Party exercising this right of access Sellers shall be solely responsible for any costs or expenses incurred by it the Sellers pursuant to this Section 8.2(c7.2(c). If the Party in possession of such books and records Buyers shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party the Buyers shall, prior to such disposition, give the other Party Sellers a reasonable opportunity at such other Party's the Sellers' expense, to segregate and remove such books and records as the Sellers may select. Furthermore, the Buyers acknowledge that the Sellers shall have reasonable access to all Transferred Employees with respect to the litigation matters set forth on Schedule 2.3(d) and Schedule 5.13 of the Disclosure Schedule for so long as such matters are pending. In addition to the foregoing, the Buyers agree to maintain the Employee Records in their possession for a period of three (3) years after the Closing Date or such longer period(s) as required by Law, and to give former and current employees of the Sellers reasonable access to their own Employee Records during such period. (d) The Sellers shall reasonably cooperate, and shall use all reasonable efforts to cause their directors, officers, employees, accountants, attorneys and other agents to reasonably cooperate, with the Audit Accountant in connection with the preparation of such financial statements of the Business as the Audit Accountant shall prepare on behalf of the Buyers, including providing the Audit Accountant with reasonable access to all of the books and records of the Business, reasonably responding to any inquiries or requests for information from the Audit Accountant, making executive officers of the Sellers reasonably available to meet with the Audit Accountant and discuss the Business' past accounting practices and providing such other Party assistance as the Buyers and the Audit Accountant may selectreasonably require in connection with the preparation of such financial statements. The Audit Accountant shall be retained by the Buyers in connection with the preparation of any such financial statements, including the performance of the activities contemplated by Section 8.2(i), and the Buyers shall be fully responsible for the fees and expenses of the Audit Accountant.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company each Seller shall, during ordinary business hours, upon reasonable notice (i) give APDN the Buyer and APDN Subreasonable the Buyer Representatives reasonable access to the Company's all books, records, plants, offices and other facilities relating to and properties constituting the Purchased Assets or where to which the Purchased Assets are locatedBuyer is not denied access by law, (ii) permit APDN the Buyer to make such reasonable inspections thereof as they the Buyer may reasonably request, and (iii) furnish APDN and APDN Sub the Buyer with such financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub the Buyer may from time to time reasonably request, (iv) furnish the Buyer a copy of each material report, schedule or other document filed or received by such Seller with respect to the Business with the SEC and other Governmental Authorities; provided, however, that (A) any such access shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business, (B) such Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) such Seller need not supply the Buyer with any information which such Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 8.2(a6.2(a) to the contrary, APDN and APDN Sub the Buyer shall not have access to any of the Company's employee records Employee Records and personnel and medical records, which in such Seller's good faith judgment is sensitive or the disclosure of which could subject such Seller to any material risk of substantial liability. (b) The Buyer and the Sellers acknowledge that they are subject to the Confidentiality Agreement. All information furnished to or obtained by the Buyers Buyer or any of the Buyers' Buyer Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the disclosing party for all purposesConfidentiality Agreement. Each Party agrees to hold in confidenceFurthermore, and protect, such the Buyer acknowledges that the Sellers or any of the Sellers' Representatives may furnish Confidential Information with to counsel for the same degree Creditors' Committee and to the Pre-petition Agent and the Post-petition Agent and their respective counsel, subject to the provisions of care as it uses for its own Confidential Information, and in any event at least a reasonable degree the Confidentiality Agreement. The terms of carethe Confidentiality Agreement shall cease to apply to the parties thereto after the Closing Date. (c) For a period of the later of (x) three (3) years (subject to Section 6.7(a)) after the ClosingClosing Date and (y) the date of entry of an order of the Bankruptcy Court closing the Chapter 11 Cases, or if converted to a case under Chapter 7 of the Buyers Bankruptcy Code, an order of the Bankruptcy Court closing such case, each party and their respective successors and assigns its representatives shall have reasonable access to each all of the Sellers' books and records relating to the Business or the Purchased Assets, including all information pertaining to the Assumed Agreements Agreements, all Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party to the extent that such access may reasonably be required by such party in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the Party party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Partyparty or its Affiliates, (ii) no Party party shall be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party party need supply the other party with any information which such Party party is under a legal obligation not to supply. The Party party exercising this right of access shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.2(c6.2(c). If the Party party in possession of such books and records shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party party shall, prior to such disposition, give the other Party party a reasonable opportunity at such other Partyparty's expense, to segregate and remove such books and records as such other Party party may select. Furthermore, the Buyer acknowledges that Winstar shall have reasonable access (as set forth above) to all Transferred Employees with respect to the litigation matters set forth on Schedule 2.2(d) for so long as such matters are pending. In addition to the foregoing, the Buyer agrees to maintain the Employee Records in its possession for a period of three (3) years after the Closing Date and to give former and current employees of the Sellers reasonable access to such Employee Records during such period.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Seller shall, during ordinary business hours, upon reasonable notice notice, (i) give APDN Buyer and APDN Subreasonable Buyer's Representatives reasonable access to the Company's all books, records, plants, offices and other facilities relating to constituting the Purchased Assets or where the Purchased Assets are locatedAssets, (ii) permit APDN Buyer to make such reasonable inspections thereof as they Buyer may reasonably requestrequest to continue its due diligence, and (iii) furnish APDN Buyer with a schedule of all current employees of Seller involved in the Business together with a description of each such employee's job duties, years of service and APDN Sub compensation, (iv) permit Buyer to monitor Buyer's collateral and Seller's compliance with its obligations under the Seller Debt Instruments, and (v) furnish Buyer with such other financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub Buyer may from time to time reasonably request. Notwithstanding anything ; provided, however, that (A) any such access shall be conducted in this Section 8.2(asuch a manner so as not to interfere unreasonably with the operation of the Business and shall be at the expense of Buyer, and (B) to the contrary, APDN and APDN Sub Seller shall not have access be required to take any action which would constitute a waiver of the Company's employee records and personnel and medical recordsattorney-client privilege. (b) Buyer and Seller acknowledge that they are bound by the Confidentiality Agreement. All information furnished to to, or obtained by the Buyers Buyer, or any of the Buyers' Representatives or any of the Sellers or any of the Sellers' Buyer's Representatives pursuant to this Agreement, shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the disclosing party for all purposes. Each Party agrees to hold in confidence, and protect, such Confidential Information with the same degree of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of careConfidentiality Agreement. (c) For Between the Closing Date and the later of (x) the sixth anniversary of the Closing Date and (y) the date of entry of an order or final decree of the Bankruptcy Court closing the Chapter 11 Case, or if converted to a period case under Chapter 7 of three (3) years after the ClosingBankruptcy Code, an order of the Buyers Bankruptcy Court closing such case, Seller and their respective successors and assigns Seller's Representative shall have reasonable access to each all of the Sellers' books and records relating to the Business or the Purchased Assets, including all information pertaining to the Assumed Agreements Contracts, in the possession of Buyer to the extent that such access may reasonably be required by Seller in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records Buyer upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any PartyBuyer or its Affiliates, and (ii) no Party Buyer shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party Buyer need not supply the other party Seller with any information which such Party Buyer is under a legal obligation not to supply. The Party exercising this right of access Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.2(c7.2(c). If the Party in possession of such books and records Buyer shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party Buyer shall, prior to such disposition, give the other Party Seller a reasonable opportunity at such other PartySeller's expense, to segregate and remove such books and records as such other Party Seller may select.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Seller shall, during ordinary business hours, upon reasonable notice notice, (i) give APDN Buyer and APDN Subreasonable Buyer's Representatives reasonable access to the Company's all books, records, plants, offices and other facilities relating to constituting the Purchased Assets or where the Purchased Assets are locatedAssets, (ii) permit APDN Buyer to make such reasonable inspections thereof as they Buyer may reasonably requestrequest to continue its due diligence, and (iii) furnish APDN Buyer with a schedule of all current employees of Seller involved in the Businesses together with a description of each such employee's job duties, years of service and APDN Sub compensation, (iv) permit Buyer to monitor Buyer's collateral and Seller's compliance with its obligations under the Seller Debt Instruments, and (v) furnish Buyer with such other financial and operating data and other information with respect to the Purchased Assets Businesses as APDN and APDN Sub Buyer may from time to time reasonably request. Notwithstanding anything ; provided, however, that (A) any such access shall be conducted in this Section 8.2(asuch a manner so as not to interfere unreasonably with the operation of the Businesses and shall be at the expense of Buyer, and (B) to the contrary, APDN and APDN Sub Seller shall not have access be required to take any action which would constitute a waiver of the Company's employee records and personnel and medical recordsattorney-client privilege. (b) All information furnished to or obtained Buyer acknowledges that Buyer is bound by the Buyers or any of the Buyers' Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be treated as Confidential Information of the disclosing party for all purposes. Each Party agrees to hold in confidence, and protect, such Confidential Information with the same degree of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of careConfidentiality Agreement. (c) For Between the Closing Date and the later of (x) the sixth anniversary of the Closing Date and (y) the date of entry of an order or final decree of the Bankruptcy Court closing the Chapter 11 Case, or if converted to a period case under Chapter 7 of three (3) years after the ClosingBankruptcy Code, an order of the Buyers Bankruptcy Court closing such case, Seller and their respective successors and assigns Seller's Representative shall have reasonable access to each all of the Sellers' books and records relating to the Businesses or the Purchased Assets, including all information pertaining to the Assumed Agreements Contracts, in the possession of Buyer to the extent that such access may reasonably be required by Seller in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Businesses and the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records Buyer upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any PartyBuyer or its Affiliates, and (ii) no Party Buyer shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party Buyer need not supply the other party Seller with any information which such Party Buyer is under a legal obligation not to supply. The Party exercising this right of access Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.2(c7.2(c). If the Party in possession of such books and records Buyer shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party Buyer shall, prior to such disposition, give the other Party Seller a reasonable opportunity at such other PartySeller's expense, to segregate and remove such books and records as such other Party Seller may select. (d) Seller shall provide Buyer with updated reports of the Budget on a weekly trailing basis through the Closing Date.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Seller Parties shall, during ordinary business hours, upon reasonable notice notice, (i) give APDN the Buyer 35 <PAGE> Parties and APDN Subreasonable the Buyer's Representatives reasonable access to the Company's all books, records, plants, offices and other facilities relating to and properties constituting the Purchased Assets or where to which the Purchased Assets Buyer Parties are locatednot denied access by law, (ii) permit APDN the Buyer Parties to make such reasonable inspections thereof as they the Buyer may reasonably request, and (iii) furnish APDN and APDN Sub the Buyer with such financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub the Buyer may from time to time reasonably request, and (iv) furnish the Buyer a copy of each material report, schedule or other document filed with the SEC or applicable Canadian securities commission by the Sellers with respect to the Business; provided, however, that (A) any such access shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business and shall be at the expense of the Buyer, (B) the Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller Parties need not supply the Buyer with any information which the Seller Parties are under a legal obligation not to supply or any information, documents or materials related to customer-specific costing and pricing information or product development. Notwithstanding anything in this Section 8.2(a7.2(a) to the contrary, APDN and APDN Sub the Buyer shall not have access to any of the Company's employee records and Employee Records or other personnel and medical records, which in the Sellers' good faith judgment are sensitive or the disclosure of which could subject the Sellers to any risk of liability. (b) The Buyer and the Sellers acknowledge that they are bound by the Confidentiality Agreement. All information furnished to or obtained by the Buyers Buyer or any of the Buyers' Buyer's Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the disclosing party for all purposesConfidentiality Agreement. Each Party agrees to hold in confidenceFurthermore, and protect, such the Buyer acknowledges that the Sellers or the Sellers' Representatives may furnish Confidential Information with to counsel for the same degree Creditors' Committee and to the Prepetition Agent and the Canadian Trustee and their respective counsel, subject to the provisions of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of carethe Confidentiality Agreement. (c) For Between the Closing Date and the later of (x) the third anniversary of the Closing Date and (y) the date of entry of an order of the Bankruptcy Court closing the Chapter 11 Cases, or if converted to a period case under Chapter 7 of three (3) years after the ClosingBankruptcy Code, an order of the Bankruptcy Court closing such case, the Buyers Sellers and their respective successors and assigns the Sellers' Representatives shall have reasonable access to each all of the Sellers' books and records relating to the Business or the Purchased Assets, including all information pertaining to the Assumed Agreements Agreements, all Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the Buyer Parties to the extent that such access may reasonably be required by the Sellers in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records Buyer Parties upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Partythe Buyer Parties or their Affiliates, (ii) no Party the Buyer Parties shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party the Buyer Parties need not supply the other party Sellers with any information which such Party is the Buyer Parties are under a legal obligation not to supply. The Party exercising this right of access Sellers shall be solely responsible for any costs or expenses incurred by it them pursuant to this Section 8.2(c7.2(c). If the Party in possession of such books and records Buyer Parties shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party the Buyer Parties shall, prior to such 36 <PAGE> disposition, give the other Party Sellers a reasonable opportunity at such other Party's the Sellers' expense, to segregate and remove such books and records as such other Party the Sellers may select. Furthermore, the Buyer Parties acknowledge that the Sellers shall have reasonable access to all Listed Employees with respect to the litigation matters set forth on Schedule 2.3(d) and Schedule 5.14 for so long as such matters are pending. In addition to the foregoing, the Buyer Parties agree to maintain the Employee Records in their possession for a period of three (3) years after the Closing Date and to give former and current employees of the Sellers reasonable access to such Employee Records during such period. (d) Each of the Sellers covenants that it shall permit the Buyer Parties' reasonable and appropriate discussions with customers of the Business during the period of time between the Sale Hearing and the Closing Date, unless the Sale Order approves a sale to a third party.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Seller Parties shall, during ordinary business hours, upon reasonable notice notice, (i) give APDN the Buyer Parties and APDN Subreasonable the Buyer's Representatives reasonable access to the Company's all books, records, plants, offices and other facilities relating to and properties constituting the Purchased Assets or where to which the Purchased Assets Buyer Parties are locatednot denied access by law, (ii) permit APDN the Buyer Parties to make such reasonable inspections thereof as they the Buyer may reasonably request, and (iii) furnish APDN and APDN Sub the Buyer with such financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub the Buyer may from time to time reasonably request, and (iv) furnish the Buyer a copy of each material report, schedule or other document filed with the SEC or applicable Canadian securities commission by the Sellers with respect to the Business; provided, however, that (A) any such access shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business and shall be at the expense of the Buyer, (B) the Sellers shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) the Seller Parties need not supply the Buyer with any information which the Seller Parties are under a legal obligation not to supply or any information, documents or materials related to customer-specific costing and pricing information or product development. Notwithstanding anything in this Section 8.2(a7.2(a) to the contrary, APDN and APDN Sub the Buyer shall not have access to any of the Company's employee records and Employee Records or other personnel and medical records, which in the Sellers' good faith judgment are sensitive or the disclosure of which could subject the Sellers to any risk of liability. (b) The Buyer and the Sellers acknowledge that they are bound by the Confidentiality Agreement. All information furnished to or obtained by the Buyers Buyer or any of the Buyers' Buyer's Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the disclosing party for all purposesConfidentiality Agreement. Each Party agrees to hold in confidenceFurthermore, and protect, such the Buyer acknowledges that the Sellers or the Sellers' Representatives may furnish Confidential Information with to counsel for the same degree Creditors' Committee and to the Prepetition Agent and the Canadian Trustee and their respective counsel, subject to the provisions of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of carethe Confidentiality Agreement. (c) For Between the Closing Date and the later of (x) the third anniversary of the Closing Date and (y) the date of entry of an order of the Bankruptcy Court closing the Chapter 11 Cases, or if converted to a period case under Chapter 7 of three (3) years after the ClosingBankruptcy Code, an order of the Bankruptcy Court closing such case, the Buyers Sellers and their respective successors and assigns the Sellers' Representatives shall have reasonable access to each all of the Sellers' books and records relating to the Business or the Purchased Assets, including all information pertaining to the Assumed Agreements Agreements, all Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the Buyer Parties to the extent that such access may reasonably be required by the Sellers in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records Buyer Parties upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any Partythe Buyer Parties or their Affiliates, (ii) no Party the Buyer Parties shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party the Buyer Parties need not supply the other party Sellers with any information which such Party is the Buyer Parties are under a legal obligation not to supply. The Party exercising this right of access Sellers shall be solely responsible for any costs or expenses incurred by it them pursuant to this Section 8.2(c7.2(c). If the Party in possession of such books and records Buyer Parties shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party the Buyer Parties shall, prior to such disposition, give the other Party Sellers a reasonable opportunity at such other Party's the Sellers' expense, to segregate and remove such books and records as such other Party the Sellers may select. Furthermore, the Buyer Parties acknowledge that the Sellers shall have reasonable access to all Listed Employees with respect to the litigation matters set forth on Schedule 2.3(d) and Schedule 5.14 for so long as such matters are pending. In addition to the foregoing, the Buyer Parties agree to maintain the Employee Records in their possession for a period of three (3) years after the Closing Date and to give former and current employees of the Sellers reasonable access to such Employee Records during such period. (d) Each of the Sellers covenants that it shall permit the Buyer Parties' reasonable and appropriate discussions with customers of the Business during the period of time between the Sale Hearing and the Closing Date, unless the Sale Order approves a sale to a third party.

Access to Information; Maintenance of Records. (a) Between the date of this Agreement and the Closing Date, the Company Seller shall, during ordinary business hours, upon reasonable notice notice, (i) give APDN Buyer and APDN Subreasonable Buyer's Representatives reasonable access to the Company's all books, records, plants, offices and other facilities relating to constituting the Purchased Assets or where the Purchased Assets are locatedto which Buyer is not denied access by law, (ii) permit APDN Buyer to make such reasonable inspections thereof as they Buyer may reasonably request, and (iii) furnish APDN and APDN Sub Buyer with such financial and operating data and other information with respect to the Purchased Assets Business as APDN and APDN Sub Buyer may from time to time reasonably request, (iv) furnish Buyer with detailed terms of employment, including, without limitation, all information relating to compensation and benefits, relating to each employee of the Business and (v) permit Buyer to contact any employee of the Business regarding potential employment with Buyer following the Closing; PROVIDED, HOWEVER, that (A) any such access shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business and shall be at the expense of Buyer, (B) Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege; (C) Seller need not supply Buyer with any information which Seller is under a legal obligation not to supply or any information, documents or materials related to customer-specific costing and pricing information or product development and (D) Buyer shall be under no obligation to offer employment to any employee of the Business following the Closing. Notwithstanding anything in this Section 8.2(a) SECTION 7.2 to the contrary, APDN and APDN Sub Buyer shall not have access to the Company's any employee records and personnel or other personal and medical records or other records, which in Seller's good faith judgment, are sensitive or the disclosure of which could subject Seller to any risk of liability. (b) All information furnished to or obtained by the Buyers or any of the Buyers' Representatives or any of the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be treated as Confidential Information of the disclosing party for all purposes. Each Party agrees to hold in confidence, and protect, such Confidential Information with the same degree of care as it uses for its own Confidential Information, and in any event at least a reasonable degree of care. (c) For a period of three one hundred and eighty (3180) years after days from the ClosingClosing Date, the Buyers Seller and their respective successors and assigns Seller's Representative shall have reasonable access to each all of the Sellers' books and records relating to the operation of the Business and the Purchased AssetsAssets prior to the Closing Date, including all information pertaining to the Assumed Agreements Agreements, in the possession of Buyer to the extent that such access may reasonably be required by Seller in connection with the Assumed Liabilities or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the Party in possession of such books and records Buyer upon receipt of reasonable advance notice and during normal business hours; providedPROVIDED, howeverHOWEVER, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of any PartyBuyer, (ii) no Party Buyer shall not be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no Party Buyer need not supply the other party Seller with any information which such Party Buyer is under a legal obligation not to supply. The Party exercising this right of access Seller shall be solely responsible for any costs or expenses incurred by it pursuant to this Section 8.2(cSECTION 7.2(B). If the Party in possession of such books and records Buyer shall desire to dispose of any such books and records upon or prior to the expiration of such period, such Party Buyer shall, prior to such disposition, give the other Party Seller a reasonable opportunity at such other PartySeller's expense, to segregate and remove such books and records as such other Party Seller may select.