Common use of Confidentiality; Access to Information Clause in Contracts

Confidentiality; Access to Information. (a) The parties hereto acknowledge that the Parent and the Company have previously executed the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During the Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives to) afford to the Parent and the Parent’s Representatives reasonable access, upon reasonable prior notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the respective officers, properties, offices, other facilities and books and records of the Company and its Subsidiaries and furnish promptly to the Parent and the Parent’s Representatives all information concerning its business, properties and assets, in each case as the Parent may reasonably request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except to the extent otherwise expressly provided for in Section 6.1 hereof, or (B) that would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine. The Parent will hold any such information which is non-public in confidence in accordance with the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Transitory Subsidiary shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any of the non-officer employees, customers, licensors or suppliers of the Company or any of its Subsidiaries without the prior written consent of the Company.

Confidentiality; Access to Information. (a) The parties hereto acknowledge that the Parent and the Company have previously executed a mutual confidentiality agreement, dated as of June 22, 2006 (the “Confidentiality Agreement”), which shall Confidentiality Agreement will continue in full force and effect in accordance with its terms, except and each of Parent and the Company will hold, and will cause their respective directors, officers, employees, agents and advisors (including attorneys, accountants, consultants, bankers, and financial advisors) to hold any Information (as expressly modified hereindefined in the Confidentiality Agreement) confidential in accordance with the terms thereof. (b) During the Pre-Closing Period, the The Company shall shall: (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives toi) afford to the Parent and the Parent’s Representatives its accountants, counsel, advisors and other representatives reasonable access, upon reasonable prior notice, to the properties (including for the purpose of performing such environmental tests and due diligence review as Parent may desire), books, records and personnel of the Company during the period prior to the Effective Time to obtain all information concerning the business, including the status of product development efforts, properties, financial positions, results of operations and personnel of the Company, as Parent may reasonably request (it being understood that Parent shall use all reasonable efforts to conduct such access during normal business hours hours), and in (ii) furnish Parent on a manner that does not disrupt or interfere timely basis with business operations, such financial and operating data and other information with respect to the respective officersbusiness, properties, offices, other facilities operations and books and records properties of the Company and its Subsidiaries and furnish promptly to the Parent and the Parent’s Representatives all information concerning its business, properties and assets, in each case subsidiaries as the Parent may from time to time reasonably request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except to the extent otherwise expressly provided for in Section 6.1 hereof, or (B) that would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) jeopardize protections afforded the Company under the information covered by attorney-client privilege or subject to confidentiality (which information shall be treated in accordance with the attorney work product doctrineprocedures put in place by Parent and the Company on or prior to the date hereof). The Except for disclosures expressly permitted by the terms of the Confidentiality Agreement, Parent will hold any such shall hold, and shall cause its representatives to hold, all information which is non-public received from the Company, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. Prior . (c) No information or knowledge obtained by Parent pursuant to this Section 5.3 will affect or be deemed to modify any representation or warranty contained herein or the conditions to the Closing, neither the Parent nor the Transitory Subsidiary shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any obligations of the non-officer employees, customers, licensors or suppliers of parties to consummate the Company or any of its Subsidiaries without the prior written consent of the CompanyTransactions.

Confidentiality; Access to Information. (a) The parties hereto acknowledge that terms of the Parent Confidentiality Agreement dated May 14, 2007 between Cerberus Capital Management, L.P. and the Company have previously executed (the “Confidentiality Agreement”) are hereby incorporated herein by reference, shall apply to Buyer’s Representatives and shall continue in full force and effect until the Closing Date, at which time the Confidentiality AgreementAgreement and the obligations of Buyer under this Section 6.4 shall terminate. If this Agreement is, which for any reason, terminated prior to the Closing Date, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During the Pre-Closing PeriodFollowing execution of this Agreement, upon reasonable notice, the Company and the Company Subsidiary shall (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives to) afford to the Parent officers, employees, counsel, accountants, prospective financing sources, and the Parent’s Representatives other authorized representatives of Buyer (“Representatives”), full, open, continuing and reasonable access, upon reasonable notice throughout the period prior noticeto the Closing Date, to its (i) equipment, personal and intangible properties, facilities and real properties, (ii) accounting files, financial and operating data, budgets, projections and plans, (iii) regulatory and other government filings, (iv) employment records, policies and files, (v) material contracts, agreements and undertakings, (vi) environmental filings and tax returns, (vii) reports, schedules, books and records, and (viii) other information relevant to the Company’s and the Company Subsidiary’s business, including without limitation any Actions against the Company or the Company Subsidiary, (collectively, the “Information”); and, during normal business hours and in a manner that does not disrupt or interfere with business operationssuch period, to the respective officers, properties, offices, other facilities and books and records of the Company and its Subsidiaries and the Company Subsidiary shall furnish or make available reasonably promptly to such Representatives copies of all such Information (in addition to the Parent information and the Parent’s Representatives all information concerning its business, properties and assets, in each case materials which Buyer has previously received) as the Parent may reasonably request; providedbe requested, howeverincluding but not limited to a copy of each report, that schedule or other document filed with or received by the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except to the extent otherwise expressly provided for in Section 6.1 hereof, or (B) that would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under Subsidiary from any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine. The Parent will hold Governmental Authority at any such information which is non-public in confidence in accordance with the Confidentiality Agreement. Prior time prior to the Closing, neither . The Company and the Parent nor the Transitory Company Subsidiary shall (make reasonably available all of its officers, employees, agents or advisors to Buyer’s Representatives for purposes of reviewing, providing, discussing, or describing any of the Information or otherwise keeping Buyer and each shall its Representatives apprised with respect to, and responding to Buyer’s inquiries regarding, the Company’s and the Company Subsidiary’s business. Buyer agrees that it will not, and will cause their Affiliates and its Representatives not to) contact or communicate with , use any information obtained pursuant to this Section for any purpose unrelated to the consummation of the non-officer employees, customers, licensors transactions contemplated by this Agreement. No information or suppliers knowledge obtained in any investigation pursuant to this Section 6.4 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Company or any of its Subsidiaries without parties to consummate the prior written consent of the Companytransactions contemplated thereby.

Confidentiality; Access to Information. (a) The parties hereto acknowledge Purchaser acknowledges that the Parent information being Made Available to it by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) is subject to the Company have previously executed terms of a confidentiality agreement dated April 25, 2007, between Purchaser and Honeywell (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During the Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives to) afford to the Parent and the Parent’s Representatives reasonable access, upon reasonable prior notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the respective officers, properties, offices, other facilities and books and records of the Company and its Subsidiaries and furnish promptly to the Parent and the Parent’s Representatives all information concerning its business, properties and assets, in each case as the Parent may reasonably requestAgreement will terminate; provided, however, that Purchaser hereby acknowledges its confidentiality obligations in the Company shall not be required Confidentiality Agreement will terminate only with respect to permit information relating to the Business; and that Purchaser acknowledges that any inspection and all other information provided or other accessMade Available to it by Honeywell, Sellers and their respective Subsidiaries (or their respective agents or representatives) concerning Honeywell and its Subsidiaries will remain subject to disclose any informationthe terms and conditions of the Confidentiality Agreement after the Closing. (b) From the date hereof until the Closing Date or earlier termination of this Agreement, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except to the extent otherwise expressly provided for in Section 6.1 hereofpermitted by Law, or (B) that wouldSellers shall, and shall cause the Transferred Entities to: (1i) result in provide Purchaser and its officers and other representatives and employees with such access to the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation facilities of the Company with respect Business and its principal personnel and such books and records pertaining to the Business as Purchaser may reasonably request in writing (including the right to make, at Purchaser’s expense, photocopies) in order to effectuate the transactions contemplated hereby, without charge by Sellers to Purchaser (but otherwise at Purchaser’s expense), provided, however, that certain materials subject to any confidentiality obligations or privacy, including under any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-attorney client privilege or the attorney work product doctrine. The Parent have not been and will hold any not be so delivered, and provided further that Purchaser agrees that such information which is non-public access will be requested in confidence in accordance writing and exercised during normal business hours and without causing unreasonable interference with the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Transitory Subsidiary shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any operations of the non-officer employeesBusiness, and (ii) furnish to Purchaser or its representatives, upon reasonable written request, such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Business (or legible copies thereof) as Purchaser may from time to time reasonably request. Purchaser shall not contact any suppliers, customers, licensors landlords and other business relations or suppliers employees of the Company or any of its Subsidiaries Business without the Honeywell’s prior written consent of the Companyconsent.

Confidentiality; Access to Information. (a) The parties hereto acknowledge Purchaser acknowledges that the Parent information being Made Available to it by Honeywell or its Subsidiaries (or their respective agents or representatives) is subject to the terms of a confidentiality agreement, dated June 2, 2005, between MacAndrews & Forbes Holdings, Inc. and Honeywell (the Company have previously executed "Confidentiality Agreement"), the terms of which are incorporated herein by reference, and Purchaser hereby agrees to be bound by all of the obligations of MacAndrews & Forbes Holdings, Inc. under the Confidentiality Agreement as if Purchaser were an original party to the Confidentiality Agreement. Effective upon, which shall continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During the Pre-Closing Periodonly upon, the Company shall (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives to) afford to Closing, the Parent and the Parent’s Representatives reasonable access, upon reasonable prior notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the respective officers, properties, offices, other facilities and books and records of the Company and its Subsidiaries and furnish promptly to the Parent and the Parent’s Representatives all information concerning its business, properties and assets, in each case as the Parent may reasonably requestConfidentiality Agreement will terminate; provided, however, that Purchaser hereby acknowledges its confidentiality obligations in the Company shall not be required Confidentiality Agreement will terminate only with respect to permit any inspection or other access, or to disclose any information, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except information relating to the extent otherwise expressly provided for in Section 6.1 hereof, or (B) that would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation businesses of the Company and its Subsidiaries; provided, further, that Purchaser acknowledges that any and all other information provided or Made Available to it by Honeywell or its Subsidiaries (or their respective agents or representatives) concerning Honeywell or their its Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing. (b) Honeywell shall, subject to compliance with respect applicable Laws, provide Purchaser access and the opportunity to confidentiality or privacymake such investigation of the management, including under any privacy policyemployees, or (3) jeopardize protections afforded properties, businesses and operations of the Company under and its Subsidiaries, and such examination of the attorney-client privilege books, records and financial condition of the Company and its Subsidiaries, as it reasonably requests (excluding any subsurface or other intrusive investigation of real or personal property). Any confidential information provided pursuant to this Section 5.4(b) shall, subject to Section 5.4(a), be kept confidential by Purchaser and will be subject to applicable Law and the attorney work product doctrine. The Parent will hold any such information which is non-public in confidence in accordance with terms of the Confidentiality Agreement. Prior Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to unreasonably interfere with the conduct of the SPS Business. No investigation pursuant to this Section 5.4 shall affect any representation or warranty by Honeywell in this Agreement or any condition to the Closing, neither the Parent nor the Transitory Subsidiary shall obligations (and each shall cause their Affiliates and Representatives not toor indemnification or other rights) contact or communicate with any of the non-officer employees, customers, licensors or suppliers of the Company or any of its Subsidiaries without the prior written consent of the CompanyPurchaser hereunder.

Confidentiality; Access to Information. (a) The parties hereto acknowledge Purchaser acknowledges that the Parent information being Made Available to it by Honeywell, the Sellers or their respective Subsidiaries (or their respective agents or representatives) is subject to the terms of a confidentiality agreement dated May 16, 2005 between Sun Capital Partners Group IV, Inc. and Honeywell (the Company have previously executed “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During the Pre-Closing Period, the Company shall (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives to) afford to the Parent and the Parent’s Representatives reasonable access, upon reasonable prior notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the respective officers, properties, offices, other facilities and books and records of the Company and its Subsidiaries and furnish promptly to the Parent and the Parent’s Representatives all information concerning its business, properties and assets, in each case as the Parent may reasonably requestAgreement will terminate; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except to the extent otherwise expressly provided for in Section 6.1 hereof, or (B) that would: (1) result Purchaser hereby acknowledges its confidentiality obligations in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company Confidentiality Agreement will terminate only with respect to confidentiality information relating to the businesses of the Companies and their Subsidiaries; provided, further, that Purchaser acknowledges that any and all other information provided or privacyMade Available to it by Honeywell, including under any privacy policythe Sellers or their respective Subsidiaries (or their respective agents or representatives) concerning Honeywell, the Sellers or their respective Subsidiaries will remain subject to the terms and conditions of the Confidentiality Agreement after the Closing. (3b) jeopardize protections afforded Honeywell and the Company under Sellers shall, subject to compliance with applicable Laws, provide Purchaser access and the attorney-client privilege or opportunity to make such investigation of the attorney work product doctrinemanagement, employees, properties, businesses and operations of the Companies and their Subsidiaries, and such examination of the books, records and financial condition of the Companies and their Subsidiaries, as it reasonably requests. The Parent Any confidential information provided pursuant to this Section 5.4(b) shall be kept confidential by Purchaser and will hold any such information which is non-public in confidence in accordance with be subject to applicable Law and the terms of the Confidentiality Agreement. Prior Any such investigation and examination will be conducted under reasonable circumstances after appropriate advance notice and in a manner so as not to unreasonably interfere with the conduct of the IAS Business. No investigation pursuant to this Section 5.4 shall affect any representation or warranty by Honeywell or the Sellers in this Agreement or any condition to the Closing, neither the Parent nor the Transitory Subsidiary shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any obligations of the non-officer employees, customers, licensors or suppliers of the Company or any of its Subsidiaries without the prior written consent of the CompanyPurchaser hereunder.

Confidentiality; Access to Information. (a) The parties hereto acknowledge that the Parent information being made available to them by any member of the Seller Group (or its agents or representatives) is subject to the terms of a confidentiality agreement dated November 30, 2017 by and between Platinum Equity Advisors, LLC and the Company have previously executed Seller (the “Confidentiality Agreement”), the terms of which are incorporated herein by reference. Effective upon, and only upon, the Closing, the terms of the Confidentiality Agreement will terminate solely with respect to information relating to the Business; provided that the Purchaser acknowledges that any and all other information provided or made available to it or its representatives concerning any member of the Seller Group or any Affiliate of any member of the Seller Group will remain subject to the terms and conditions of the Confidentiality Agreement and all other provisions of the Confidentiality Agreement shall survive in accordance with its terms after the Closing. Notwithstanding any provision of the Confidentiality Agreement, the Seller hereby consents to the disclosure by the Purchaser to the Debt Financing Sources of any confidential information as to which shall continue in full force disclosure would otherwise be limited under the Confidentiality Agreement, subject to the requirement that the Debt Financing Sources be informed of the Purchaser’s confidentiality obligations with respect thereto under the Confidentiality Agreement and effect in accordance agree with its terms, except as expressly modified hereinthe Purchaser to be bound by such confidentiality obligations. (b) During From the Pre-date hereof until the Closing PeriodDate or earlier termination of this Agreement, to the extent permitted by Law, the Company shall (Seller shall, and shall cause each the other members of the Seller Group to, provide the Purchaser and its representatives with such reasonable access to the facilities of the Business, the Business’s principal personnel and the books and records pertaining to the Business as the Purchaser may reasonably request in writing in order to effectuate the transactions contemplated hereby, without charge to the Purchaser (but otherwise at the Purchaser’s expense); provided that (i) certain materials subject to confidentiality obligations or attorney-client privilege, or which may not be shared with the other party pursuant to applicable Law, have not been and will not be so delivered or made available to the Purchaser or its representatives, (ii) neither the Purchaser nor any of its Subsidiaries to representatives shall conduct any invasive investigation, testing or sampling of any environmental media and they shall direct their respective Representatives to(iii) afford to the Parent such access will be requested in writing with reasonable advance notice and the Parent’s Representatives reasonable access, upon reasonable prior notice, exercised during normal business hours and without causing unreasonable interference with the operations of the Business. The Purchaser and its representatives shall not contact any suppliers, customers, landlords and other business relations or employees of the Business without the Seller’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Without limiting the foregoing, promptly following the date hereof, the Seller shall provide the Purchaser with an electronic copy of the virtual data room maintained by Intralinks in a manner that does not disrupt or interfere connection with the transactions contemplated by this Agreement as it existed as of the close of business operations, on the day prior to the respective officers, properties, offices, other facilities and books and records date hereof. (c) Without limiting the generality of the Company and its Subsidiaries and furnish promptly to foregoing, the Parent Seller and the ParentPurchaser shall cooperate in good faith to (i) assist the Purchaser to develop the stand-alone capability to provide payroll services following the Closing, (ii) test the effectiveness of the Seller’s Representatives all information concerning its business, properties consolidation and assets, in each case as data migration solution and (iii) facilitate the Parent may reasonably requestparties’ joint efforts to enable the Business to operate on a stand-alone basis following the Closing; provided, however, that the Company Seller shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except to the extent otherwise expressly provided for in Section 6.1 hereof, or (B) that would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine. The Parent will hold take any such information which is non-public in confidence in accordance with action requested by the Confidentiality Agreement. Prior Purchaser pursuant to this Section 5.2(c) if such action would require the Closing, neither the Parent nor the Transitory Subsidiary shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any of the non-officer employees, customers, licensors or suppliers of the Company Seller or any of its Subsidiaries without Affiliates to incur any out-of-pocket fees or expenses unless the prior written consent of Purchaser agrees to reimburse the CompanySeller or such Affiliate for such fees or expenses. In connection with assisting the Purchaser to develop the stand-alone capability to provide payroll services following the Closing, the Seller shall, to the extent permitted by applicable Law, authorize Automatic Data Processing, Inc. to transfer to the Purchaser such information as the Purchaser may reasonably request in writing, such authorization to be provided no later than three (3) Business Days after the Purchaser’s request.

Confidentiality; Access to Information. (a) The parties hereto acknowledge that the Parent and the Company have previously executed Except as expressly modified herein, the Confidentiality Agreement, which Agreement shall continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During the Pre-Closing Period, notwithstanding anything to the contrary in the Confidentiality Agreement, the Company shall (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives to) afford to the Parent and the Parent’s 's Representatives (including any Financing Sources), reasonable access, upon reasonable prior notice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, to the respective officers, all of its properties, officesbooks, other facilities and books Contracts and records of as the Parent shall reasonably request, and, during such period, the Company shall (and shall cause each of its Subsidiaries and furnish to) promptly make available to the Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the Parent’s Representatives requirements of federal or state securities laws (without limitation of the Company's obligations set forth in Section 6.5 and 6.14) and (ii) all other information concerning its business, properties and assets, in each case assets as the Parent may reasonably request; provided, however, that the Company shall not be required to permit any inspection or other access, or to disclose any information, (A) in connection with any to the extent related to an Acquisition Proposal, Trigger Event Company Board Recommendation Change or Recommendation Change Notice, Notice (except to as otherwise required by the extent otherwise expressly provided for in Section 6.1 hereof, terms of this Agreement) or (B) that in the reasonable judgment of the Company (after consultation with outside legal counsel) would: (1) result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract Contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrinedoctrine (provided that in connection with this clause (B), the Company shall use commercially reasonable efforts to make appropriate substitute arrangements (including a joint defense agreement) to permit reasonable disclosure, to the extent permitted by applicable law and practicable under the circumstances). The Parent will hold any Any such information which is non-public in confidence in accordance with shall be subject to the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Transitory Subsidiary Merger Sub shall (and each shall cause their its Affiliates and Representatives not to) contact or communicate with any of the non-officer employees, customers, licensors or suppliers of the Company or any of its Subsidiaries Subsidiaries, without the prior written consent of the Company.

Confidentiality; Access to Information. (a) The parties hereto acknowledge that the Company and Parent and the Company have previously executed the a Confidentiality Agreement, dated as of August 6, 2003 (the “Confidentiality Agreement”), which shall Confidentiality Agreement will continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During Between the Pre-Closing Perioddate hereof and the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall (will, and shall will cause each of its Subsidiaries subsidiaries to, use commercially reasonable efforts to and they shall direct their respective Representatives to) afford to the give Parent and the its authorized representatives (including Parent’s Representatives external auditors) reasonable accessaccess to all employees, upon reasonable prior notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the respective officers, propertiesplants, offices, warehouses and other facilities and to all books and records and personnel files of the current employees of Company and its Subsidiaries and furnish promptly to the Parent and the Parent’s Representatives all information concerning its business, properties and assets, in each case subsidiaries as the Parent may reasonably require, and will cause its officers and its subsidiaries to furnish Parent with such financial and operating data and other information with respect to the business and properties of Company and its subsidiaries as Parent may from time to time reasonably request; provided. Between the date hereof and the Effective Time, howeverParent shall make available to Company, that as reasonably requested by Company, a designated officer of Parent to answer questions and make available such information and documents regarding Parent as is reasonably requested by Company taking into account the nature of the transactions contemplated by this Agreement. The access described in this Section 5.5(b) shall be subject to the granting party’s reasonable security measures and insurance requirements. Company shall not be required use commercially reasonable efforts to permit any inspection or other access, or to disclose any information, (A) in connection with any Acquisition Proposal, Trigger Event or Recommendation Change Notice, except allow Parent access to the extent otherwise expressly provided for workpapers of its independent auditors prior to the Effective Time. (c) Between the date hereof and the earlier of the termination of this Agreement in Section 6.1 hereofaccordance with its terms and the Effective Date, or (B) that would: (1) result in the disclosure of any trade secrets of any third party, Company shall furnish to Parent within two (2) violate business days following approval thereof by the audit committee of Company’s Board of Directors (and in any legal requirement or contract or any obligation event within thirty (30) business days after the end of each fiscal quarter) an unaudited balance sheet as of the end of such quarter and the related statements of earnings, stockholders’ equity (deficit) and cash flows for the quarter then ended, all of such financial statements to be prepared in accordance with GAAP in conformity with the practices consistently applied by Company with respect to confidentiality or privacy, including under any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney work product doctrine. The Parent will hold any such information which is non-public in confidence in accordance with the Confidentiality Agreement. Prior to the Closing, neither the Parent nor the Transitory Subsidiary shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any of the non-officer employees, customers, licensors or suppliers of the Company or any of its Subsidiaries without the prior written consent of the Companyfinancial statements.

Confidentiality; Access to Information. (a) The parties hereto acknowledge Purchaser acknowledges that the Parent information Made Available to it by the Seller and its Affiliates (or their respective agents or representatives) is subject to the terms of that certain Confidentiality and Standstill Agreement, dated as of April 26, 2012, by and between the Purchaser and the Company have previously executed Seller (the “Confidentiality Agreement”). Effective upon, and only upon, the Closing, the Purchaser’s obligations of confidentiality and non-disclosure provisions of the Confidentiality Agreement will terminate with respect to “Confidential Information” (as defined in the Confidentiality Agreement, which shall continue in full force and effect in accordance with its terms, except as expressly modified herein. (b) During the Pre-Closing Period, relating to the Company shall (and shall cause each of its Subsidiaries to and they shall direct their respective Representatives to) afford to and/or the Parent and the Parent’s Representatives reasonable access, upon reasonable prior notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the respective officers, properties, offices, other facilities and books and records of the Company and its Subsidiaries and furnish promptly to the Parent and the Parent’s Representatives all information concerning its business, properties and assets, in each case as the Parent may reasonably requestBusiness; provided, however, that the Purchaser hereby further acknowledges and agrees that its confidentiality and non-disclosure obligations in the Confidentiality Agreement will terminate only with respect to such “Confidential Information” relating to the Company and/or the Business and that any and all other “Confidential Information” provided or Made Available to it by the Seller or its Affiliates (or their respective agents or representatives) concerning the Seller or its Affiliates (other than the Company and/or the Business) shall remain subject to the terms and conditions of the Confidentiality Agreement, which shall remain in effect in accordance with its terms to the extent not modified by this Section 5.4(a). (b) From and after the Closing, Parent and Seller shall, and shall cause their respective Affiliates, successors and assigns (including, for the avoidance of doubt, any Successor) to, retain in strictest confidence (using the same degree of care as Parent and Seller accord to their other confidential information of a similar nature; provided that in no event shall Parent or Seller exercise less than reasonable care), and shall not be required to permit any inspection use for the benefit of itself or other accessothers, or to disclose any information, (A) except in connection with the fulfillment of its obligations or exercise of rights under the Transition Services Agreement, License Agreement or Commercial Agreements all confidential matters primarily relating to the Business, or relating to the Purchaser, including “know how”, trade secrets, confidential ideas, concepts, data, customer lists, supplier lists, mailing lists, details of consultant and employment contracts, pricing policies, methods, business plans (including marketing plans or strategies), product development techniques or plans, technical and other proprietary business processes, designs and design projects, processes, inventions, software, systems documentation and research projects and other business affairs and shall not disclose them to anyone outside of the Purchaser, provided, however, this covenant shall not apply to (i) any Acquisition Proposalinformation which Parent or Seller demonstrates is or becomes generally available to the public other than as a result of disclosure by Parent, Trigger Event Seller or Recommendation Change Noticeany Affiliate thereof, (ii) any information which Parent, Seller or such Affiliate are required to disclose in any legally required government or securities filings, legal proceedings, subpoena, civil investigative demand or other similar process or pursuant to applicable regulatory or professional standards (provided Parent and Seller (a) except to the extent otherwise expressly provided for legally prohibited and to the extent feasible, provide Purchaser with prompt notice of such required disclosure so Purchaser may attempt to obtain a protective order, (b) reasonably cooperate with Purchaser, at Purchaser’s expense, in Section 6.1 hereofobtaining such protective order, and (c) only disclose that information which is required to be disclosed), or (Biii) that would: (1) result in the use and disclosure of any trade secrets information for the purposes of any third Tax audit relating to the Business, or any litigation or dispute resolution in connection with this Agreement or the transactions contemplated hereby. For the avoidance of doubt, any confidential information disclosed under or pursuant to the License Agreement, the Transition Services Agreement or the Commercial Agreements, as the term is defined therein, will be governed by the confidentiality provision of such agreement. (c) Between the date hereof and the Closing, the Seller shall, subject to compliance with applicable Laws and any Contracts to which the Seller or any of its Affiliates (including the Company) is a party, (2) violate provide the Purchaser access and the opportunity to make such investigation of the management, employees, properties, businesses and operations of the Company, and such examination of the books, records and financial condition of the Company, as it reasonably requests; provided, however, that neither the Seller nor any legal requirement or contract of its Affiliates shall be required to disclose to the Purchaser or any obligation agent or representative of the Company with respect Purchaser any information if they believe in good faith that doing so could result in a loss of the ability to confidentiality or privacy, successfully assert a claim of privilege (including under any privacy policy, or (3) jeopardize protections afforded the Company under the attorney-client privilege or the attorney and work product doctrineprivileges) or such disclosure would violate any applicable Law or contractual requirement. The Parent Any such investigation and examination will hold any such information which is non-public be conducted under reasonable circumstances after appropriate advance notice and in confidence in accordance a manner so as not to unreasonably interfere with the Confidentiality Agreementconduct of the Business. Prior No investigation pursuant to this Section 5.4(b) shall affect any representation or warranty by the Seller in this Agreement or any condition to the Closing, neither the Parent nor the Transitory Subsidiary shall (and each shall cause their Affiliates and Representatives not to) contact or communicate with any obligations of the non-officer employees, customers, licensors or suppliers of the Company or any of its Subsidiaries without the prior written consent of the CompanyPurchaser hereunder.