Common use of Investigation of Business; Confidentiality Clause in Contracts

Investigation of Business; Confidentiality. (a) Until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, its Designees and their respective authorized agents or representatives to have reasonable access to the properties, books, records and the employees of the Business at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such information. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary as Seller shall designate upon reasonable prior notice to Purchaser, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees nor any of their respective Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller or any Subsidiary, such authorization not to be unreasonably withheld or delayed. (b) The parties hereto expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party to the other party or any Affiliate of such other party in connection with the negotiation of this Agreement (“Confidential Information”) shall not be treated as “Confidential Information” under that certain letter agreement between the parties executed in May of 2007. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.

Investigation of Business; Confidentiality. (a) Until From the date of this Agreement until the Closing, Seller Parent, the Other Sellers and Seller shall, and shall cause its Subsidiaries their Affiliates to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives and financing sources to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business and the Business Employees as Purchaser may reasonably request, at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller Parent, the Other Sellers and its SubsidiariesSeller, shall comply with the reasonable security and insurance requirements of Seller Parent, the Other Sellers and any Subsidiary Seller and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller Parent, the Other Sellers and its Subsidiaries Seller shall have no obligation to disclose any information, information the disclosure of which is subject to a confidentiality obligation in favor of any third party; providedprovided that Seller Parent, that, Purchaser is informed the Other Sellers and Seller shall use their reasonable commercial efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of the confidential nature of reasonable access to such informationinformation without violating such obligations. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries the Business shall be made to such representatives of Seller or any Subsidiary Parent, the Other Sellers and Seller as Seller such party shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller Parent, the Other Sellers or Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller Parent, the Other Sellers or any SubsidiarySeller, such authorization which shall not to be unreasonably withheld withheld. Notwithstanding the foregoing, none of Seller Parent, the Other Sellers or delayedSeller shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of Seller Parent, the Other Sellers and Seller or contravene any Law or binding agreement entered into prior to the date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement Confidential Disclosure Agreement, as amended, between the parties executed in May of 2007Parties. (c) Effective as Upon reasonable request and during normal business hours, Purchaser Parent, Purchaser, Seller Parent, Seller and Other Sellers shall cooperate with each other, and shall cause their respective representatives and Subsidiaries to cooperate with each other, after the Closing to ensure the orderly transition of the ClosingBusiness from Seller Parent, Seller shall, or shall cause and Other Sellers to Purchaser and its applicable Subsidiary to, release the Transferred Employees from Affiliates and to minimize any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates disruption to the Business, but only to Business and the extent such information does not also relate to any other business or assets respective businesses of Seller (or a Subsidiary thereof) not transferred to Parent and its Affiliates and Purchaser (or a Designee) under this Agreement, or any other Transaction Documentsand its Affiliates that might result from the transactions contemplated hereby.

Investigation of Business; Confidentiality. (a) Until Subject to applicable Law, from the Closingdate of this Agreement until the earlier of the Merger Effective Time or the termination of this Agreement in accordance with Section 7.1 hereof, to the extent reasonably requested by Purchaser, Seller shall request that the Company permit Purchaser to conduct (and cooperate with Purchaser’s) customary due diligence investigations with respect to the Business and furnish information regarding the Business to Purchaser, subject in all cases to the limitations and terms and conditions of Section 6.08 of the Merger Agreement applicable to such due diligence investigations and the provision of such information. To the extent that Seller makes a request to the Company pursuant to this Section 5.2(a) and uses commercially reasonable efforts to enforce its rights under the Merger Agreement, in no event shall the Company’s failure to comply with such request be deemed to be a breach of Seller’s obligations under this Agreement. (b) Subject to applicable Law, from the Merger Effective Time until the earlier of the Closing or the termination of this Agreement in accordance with Section 7.1, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives Representatives to have reasonable access during normal business hours to the properties, books, records records, Contracts and the employees such financial information (including working papers) and operating data of the Business at reasonable hours and the Business Employees as Purchaser may reasonably request to review information and documentation documentation, and the opportunity to ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, provided that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any informationSeller, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such informationCompany and their respective Subsidiaries. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries the Business shall be made to such representatives Representatives of Seller or any Subsidiary as Seller shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective Affiliates, agents its Affiliates or representatives Representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, suppliers or joint venture partners of Seller, the Company or other any of their Subsidiaries or Affiliates of Seller in connection with regarding the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives Representatives of Seller. Notwithstanding the foregoing, neither Seller nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege or contravene any Law or Contract to which Seller or any Subsidiary, such authorization not of its Subsidiaries is a party. The Parties shall use commercially reasonable efforts to be unreasonably withheld or delayedmake appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (bc) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate Subsidiary or representative of such other party Party in connection with the negotiation of this Agreement (“Confidential Information”) shall not be treated as “Confidential InformationEvaluation Material,” under as defined in the Confidentiality Agreement. The Parties acknowledge and agree that certain letter agreement between the parties executed in May of 2007. (c) Effective as of effective upon the Closing, Seller shall, or the Confidentiality Agreement shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information terminate and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets be of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documentsno further force and effect.

Investigation of Business; Confidentiality. (a) Until Subject to applicable Law, from the Closingdate of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with Article VIII, Seller the Company shall, and shall cause its Subsidiaries to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives Representatives to have reasonable access during normal business hours to the properties, books, records records, Contracts and the employees such financial information (including working papers) and operating data of the Business at reasonable hours and the Business Employees as Purchaser may reasonably request to review information and documentation documentation, and the opportunity to ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, provided that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller the Company and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such information. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries the Business shall be made to such representatives Representatives of Seller or any Subsidiary the Company as Seller the Company shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective Affiliates, agents its Affiliates or representatives Representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, suppliers or joint venture partners of the Company or other any of its Subsidiaries or Affiliates of Seller in connection with regarding the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives Representatives of Seller the Company. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege or contravene any Law or Contract to which the Company or any Subsidiary, such authorization not of its Subsidiaries is a party. The Parties shall use Commercially Reasonable Efforts to be unreasonably withheld or delayedmake appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate Subsidiary or representative of such other party Party in connection with the negotiation of this Agreement (“Confidential Information”) shall not be treated as “Confidential Information,” under as defined in the Confidentiality Agreement. The Parties acknowledge and agree that certain letter agreement between the parties executed in May of 2007. (c) Effective as of effective upon the Closing, Seller shall, or the Confidentiality Agreement shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information terminate and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets be of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documentsno further force and effect.

Investigation of Business; Confidentiality. (a) Until From the Closing, date hereof until the date that Seller shall, and shall cause its Subsidiaries toacquire the Business, permit Purchasereach of Seller Parent, the Other Sellers and Seller use its Designees commercially reasonable efforts to enable Purchaser and their respective its authorized agents or representatives and financing sources to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business and the Business Employees as Purchaser may reasonably request, at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations. From the acquisition of the Business until the Closing, Seller Parent, the Other Sellers and Seller shall, and shall cause their Affiliates to, permit Purchaser and its authorized agents or representatives and financing sources to have reasonable access to the properties, books, records, Contracts and such financial (including working papers) and operating data of the Business and the Business Employees as Purchaser may reasonably request, at reasonable hours to review information and documentation and ask questions relative to the properties, books, contracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller Parent, the Other Sellers and its SubsidiariesSeller, shall comply with the reasonable security and insurance requirements of Seller Parent, the Other Sellers and any Subsidiary Seller and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller Parent, the Other Sellers and its Subsidiaries Seller shall have no obligation to disclose any information, information the disclosure of which is subject to a confidentiality obligation in favor of any third party; providedprovided that Seller Parent, that, Purchaser is informed the Other Sellers and Seller shall use their reasonable commercial efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of the confidential nature of reasonable access to such informationinformation without violating such obligations. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries the Business shall be made to such representatives of Seller or any Subsidiary Parent, the Other Sellers and Seller as Seller such party shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Angel, Seller Parent, the Other Sellers or Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller Parent, the Other Sellers or any SubsidiarySeller, such authorization which shall not to be unreasonably withheld withheld. Notwithstanding the foregoing, none of Seller Parent, the Other Sellers or delayedSeller shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of Seller Parent, the Other Sellers and Seller or contravene any Law or binding agreement entered into prior to the date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement Confidential Disclosure Agreement, as amended, between the parties executed in May of 2007Parties. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.

Investigation of Business; Confidentiality. (a) Until During the Closingperiod commencing on the date of this Agreement and ending on the Closing Date, the Seller shall, and shall cause the Company and its Subsidiaries to, permit Purchaserprovide, upon reasonable written request and notice, the Buyer and its Designees and their respective authorized agents or representatives to have reasonable access during normal business hours to the properties, books, books and records and the employees of the Business at reasonable hours to review (including Tax Returns filed and those in preparation and including all studies, reports and other similar documents (engineering, technical, seismic, geological, geochemical, geophysical, feasibility, commercial, etc.)) for the purpose of reviewing information and documentation and ask questions relative to the properties, books, Contracts, commitments books and other records of the Business Business; provided that the Buyer shall not be entitled to perform any seismic tests or drilling or other “invasive” tests (environmental or otherwise) without the prior written consent of the Seller (which may be withheld in its sole discretion), and to conduct any other reasonable investigations; provided, further, that any such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary and access shall be conducted at Purchaserthe Buyer’s and its Designees’ sole risk and expense, at a reasonable time, under the supervision of the Seller or its designees and in such a manner as to maintain the confidentiality of such information and not to interfere unreasonably with the operation of the businesses of the Seller, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates. Notwithstanding anything to the foregoingcontrary contained in this Section 6.2 or in any other provision of this Agreement, Seller and its none of the Seller, the Company or any of the Company’s Subsidiaries shall have no obligation be required to permit any inspection, to disclose any information, or to consent to any communication with any Person if, in the reasonable judgment of the Seller, such action would (i) result in the disclosure of which is subject any trade secrets of third parties to a whom the Seller, the Company, any of the Company’s Subsidiaries or any of their respective Affiliates owe an obligation of confidentiality obligation in favor or of any third party; providedproprietary predictive models of the Seller, that(ii) violate any obligation of the Seller, Purchaser is informed the Company, any of the Company’s Subsidiaries or any of their respective Affiliates with respect to confidentiality, or (iii) result in (as determined by the Seller’s legal counsel) the loss of a legal privilege or a violation of the Xxxx-Xxxxx Act or of any other applicable Laws. In addition, nothing in this Agreement shall be construed to permit the Buyer or any of its representatives to have access to any files, records, contracts or documents of the Seller or any of its Affiliates relating to the transactions contemplated by this Agreement, including any bids or offers received thereby for the direct or indirect sale of the LLC Interests, it being agreed that all such bids or offers shall be the sole property of the Seller. The Buyer agrees to indemnify and hold harmless, release and defend the Seller, its partners and each of their respective Affiliates from and against any and all losses arising, in whole or in part, from the acts or omissions of the Buyer or any of its employees, agents or representatives in connection with the Buyer’s or its representatives’ inspection of the properties, books and records of the Business, including claims for personal injuries, property damage and reasonable attorneys’ fees and expenses, which indemnification obligation shall survive the Closing and the termination of this Agreement. (b) The Buyer and its representatives shall hold in confidence all information obtained from the Seller, the Company, the Company’s Subsidiaries or their respective employees, officers, agents, representatives and Affiliates in accordance with the provisions of the confidentiality agreement dated May 17, 2010 (the “Confidentiality Agreement”) by and between NGS and the Buyer. Upon the Closing, this Section 6.2 will replace and supersede the Confidentiality Agreement. (c) The Seller shall cause all confidential information at any time received by or made available to the Seller, any of its Affiliates or their respective representatives from or by the Buyer, its Affiliates or their respective representatives regarding the Buyer or its Affiliates or its or their businesses, operations, financial conditions or prospects (any of the foregoing, “Inergy Information”), to be maintained by the Seller and its Affiliates and their respective representatives in confidence. In addition, after the Closing all confidential information relating to the Business shall also be considered Inergy Information hereunder. Inergy Information shall not include information that may become generally available to the public other than because of a breach of the Seller’s obligations to maintain the confidential nature of such information. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary as Seller shall designate upon reasonable prior notice to Purchaser, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees nor any of their respective Affiliates, agents or representatives shall contact Notwithstanding any of the employeesforegoing, customers (including dealers and distributors)the Seller may disclose any Inergy Information in order to comply with applicable law or legal process or as otherwise contemplated in this Agreement; provided, suppliershowever, joint venture partners or other Subsidiaries or Affiliates of that the Seller in connection shall first provide the Buyer with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller or any Subsidiary, such authorization not to be unreasonably withheld or delayed. (b) The parties hereto expressly acknowledge and agree that this Agreement and its terms and all information, whether prompt written or oral, furnished by either party to the other party or any Affiliate of such other party in connection with the negotiation of this Agreement (“Confidential Information”) shall not be treated as “Confidential Information” under that certain letter agreement between the parties executed in May of 2007. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only notice to the extent such information does not also relate legally prohibited so that the Buyer may seek a protective order or other appropriate remedy. With respect to any being legally compelled to disclose information, in the absence of a protective order or other business or assets remedy, the Seller may disclose only that portion of the Inergy Information that the Seller’s counsel advises the Seller (or a Subsidiary thereof) not transferred is legally required to Purchaser (or a Designee) under this Agreement, or any other Transaction Documentsbe disclosed.

Investigation of Business; Confidentiality. (a) Until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business at reasonable and the Business Employees as Purchaser may reasonably request, during business hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, however, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary its Subsidiaries and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such information. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary its Subsidiaries as Seller shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that that, except as contemplated by Section 6.5, neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller. Notwithstanding the foregoing, neither Seller nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of Seller or its Subsidiaries or contravene any Subsidiary, such authorization not Law or binding agreement entered into prior to be unreasonably withheld or delayedthe date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement Confidential Disclosure Agreement dated August 10, 2009 between the parties executed in May of 2007Parties. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.

Investigation of Business; Confidentiality. (a) Until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business at reasonable and the Business Employees as Purchaser may reasonably request, during business hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary its Subsidiaries and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such information. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary its Subsidiaries as Seller shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller. Notwithstanding the foregoing, neither Seller nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of Seller or its Subsidiaries or contravene any Subsidiary, such authorization not Law or binding agreement entered into prior to be unreasonably withheld or delayedthe date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement Confidential Disclosure Agreement dated June 29, 2009 between the parties executed in May of 2007Parties. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.

Investigation of Business; Confidentiality. (a) Until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives and financing sources to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business and the Business Employees as Purchaser may reasonably request, at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary its Subsidiaries and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, information the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed provided that Seller shall use its reasonable commercial efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of the confidential nature of reasonable access to such informationinformation without violating such obligations. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary its Subsidiaries as Seller shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller, which shall not be unreasonably withheld. Notwithstanding the foregoing, neither Seller nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of Seller or its Subsidiaries or contravene any Subsidiary, such authorization not Law or binding agreement entered into prior to be unreasonably withheld or delayedthe date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement Confidential Disclosure Agreement between the parties executed in May of 2007Parties. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.

Investigation of Business; Confidentiality. (a) Until From the date of this Agreement until the Closing, the Seller Parties shall, and shall cause its Subsidiaries their Affiliates to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives and financing sources to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business and the Business Employees as Purchaser may reasonably request, at reasonable hours to review information and documentation documentation, and the opportunity to ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of the Seller and its SubsidiariesParties, shall comply with the reasonable security and insurance requirements of the Seller and any Subsidiary Parties and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, the Seller and its Subsidiaries Parties shall have no obligation to disclose any information, information the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed provided that the Seller Parties shall use their commercially reasonable efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of the confidential nature of reasonable access to such informationinformation without violating such obligations. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries the Business shall be made to such representatives of the Seller or any Subsidiary Parties as Seller such party shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of the Seller Parties in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of the Seller or any SubsidiaryParties, such authorization which shall not to be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, no Seller Party shall be required to provide access to or disclose information where such access or disclosure would waive the attorney client privilege of the Seller Parties or contravene any Law or binding agreement entered into prior to the date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement between the parties executed in May of 2007Confidentiality Agreement. (c) Effective as Upon reasonable request and during normal business hours, Purchaser and the Seller Parties shall cooperate with each other, and shall cause their respective representatives and Affiliates to cooperate with each other, after the Closing to ensure the orderly transition of the Closing, Purchased Assets and Assumed Liabilities from the Seller shall, or shall cause Parties to Purchaser and its applicable Subsidiary to, release the Transferred Employees from Affiliates and to minimize any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates disruption to the Business, but only to the extent such information does not also relate to any other business or assets businesses of Seller (or a Subsidiary thereof) not transferred to Parent and its Affiliates and Purchaser (or a Designee) under this Agreement, or any other Transaction Documentsand its Affiliates that might result from the transactions contemplated hereby.

Investigation of Business; Confidentiality. (a) Until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business at reasonable and the Business Employees as Purchaser may reasonably request, during business hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, however, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary its Subsidiaries and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such information. All requests EXECUTION VERSION for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary its Subsidiaries as Seller shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that that, except as contemplated by Section 6.5, neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller. Notwithstanding the foregoing, neither Seller nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would waive the attorney-client privilege of Seller or its Subsidiaries or contravene any Subsidiary, such authorization not Law or binding agreement entered into prior to be unreasonably withheld or delayedthe date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement Confidential Disclosure Agreement dated August 10, 2009 between the parties executed in May of 2007Parties. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.

Investigation of Business; Confidentiality. (a) Until Subject to limitations imposed under applicable Law, until the Closing, Seller shall, and shall cause the Company and the Company Subsidiary to permit Purchaser and its Subsidiaries to, permit Purchaser, its Designees and their respective authorized agents or representatives to have reasonable access to the properties, books, records (including access to information in the electronic data room (but excluding any information relating to Seller)) and the employees of the Business Company Employees at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigationsBusiness; provided, that any such investigation shall only be upon reasonable notice and shall not unreasonably interfere with or disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and its Subsidiaries, shall not include any Subsidiary invasive or destructive environmental testing or sampling and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, information (i) to the extent the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed party or (ii) where such access or disclosure would waive attorney-client privilege of Seller or its Subsidiaries or contravene any Law or binding agreement. The relevant parties shall attempt in good faith to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the confidential nature of such informationpreceding sentence apply. All requests for access to the offices, properties, books Books and records Records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary its Subsidiaries as Seller shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller; provided, however, Seller or shall be deemed to have consented in the case of the counterparties to the contracts listed in Section 5.10 of the Seller Disclosure Schedule, and shall provide reasonable assistance to Purchaser to make initial contact with such counterparties, in connection with Purchaser’s procuring the licenses and other Contracts in Section 5.10 of the Disclosure Letter. Notwithstanding the foregoing, Seller shall provide to Purchaser a copy of the index to and (excluding any Subsidiaryinformation relating to Seller) the information contained in the electronic data room promptly following the Closing Date (but, such authorization not to be unreasonably withheld or delayedin any event, within thirty (30) days following the Closing Date). (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement (“Confidential Information”) shall not be treated as “Confidential Information” under that certain letter agreement between confidential information by the parties executed in May Parties and their Affiliates and shall not be disclosed to any other Person for a period of 2007. three (c3) Effective as years after the date hereof without the prior written consent of the Closingother Party, Seller shallexcept as may be required by applicable Law or by order of an applicable Governmental Authority; provided, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereofthat this Section 5.2(b) imposes no obligation on either Party with respect to trade secrets, confidential information and other information that relates (i) was in the receiving Party’s possession before receipt from the disclosing Party; (ii) is or becomes a matter of public knowledge through no fault of the receiving Party; (iii) is rightfully received by the receiving Party from a third party without a duty of confidentiality; (iv) is independently developed by a representative of the receiving Party who have not had access to such information; or (v) is disclosed by the Business, but only to receiving Party with the extent such information does not also relate to any other business or assets written permission of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documentsthe disclosing Party.

Investigation of Business; Confidentiality. (a) Until During the Closingperiod commencing on the date hereof and ending on the Closing Date, Seller shall, and shall use its reasonable efforts to cause its Subsidiaries the Companies to, permit Purchaserprovide, upon reasonable request and notice, Buyer and its Designees and their respective authorized agents or representatives to have reasonable access during normal business hours to the properties, books, records and the employees of the Business at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such information. All requests for access to the offices, properties, books and records of the Business for the purpose of reviewing information and documentation relative to the properties, books and records of the Business; provided that Buyer shall not be entitled to perform any seismic tests or drilling or other “invasive” tests (environmental or otherwise) without the prior written consent of Seller and (which may be withheld in its Subsidiaries sole discretion). Notwithstanding anything to the contrary contained in this Section 6.2 or in any other provision of this Agreement, Seller shall not be required to permit any inspection, to disclose any information, or to consent to any communication with any Person if, in the reasonable judgment of Seller, such action would (i) result in the disclosure of any trade secrets of third parties to whom Seller or its Affiliates owe an obligation of confidentiality (provided that Seller shall use its reasonable efforts to obtain the consent of such third parties to such disclosure) or proprietary predictive models of Seller, (ii) violate any obligation of Seller, the Companies or Lodi Management with respect to confidentiality (provided that Seller shall use its reasonable efforts to obtain the consent of any third party to such inspection, disclosure or communication), or (iii) result in (as determined by Seller’s legal counsel) the loss of a legal privilege or a violation of the Xxxx-Xxxxx Act or of any other applicable laws, rules or regulations. In addition, nothing in this Agreement shall be made construed to such permit Buyer or any of its representatives to have access to any files, records, contracts or documents of Seller or Lodi Management relating to this transaction, including any Subsidiary as Seller shall designate upon reasonable prior notice to Purchaserbids or offers received thereby for the sale of the LLC Interests, who it being agreed that all such bids or offers shall be solely responsible for coordinating all such requests the sole property of Seller. Buyer agrees to indemnify and hold harmless, release and defend Seller, its members and their Affiliates from and against any and all access permitted hereunder. It is further agreed that neither Purchaserlosses arising, its Designees nor in whole or in part, from the acts or omissions of Buyer or any of their respective Affiliatesits employees, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person Buyer’s or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller or any Subsidiary, such authorization not to be unreasonably withheld or delayed. (b) The parties hereto expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party to the other party or any Affiliate of such other party in connection with the negotiation of this Agreement (“Confidential Information”) shall not be treated as “Confidential Information” under that certain letter agreement between the parties executed in May of 2007. (c) Effective as representatives’ inspection of the Closingproperties, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information books and other information that relates to records of the Business, but only to including claims for personal injuries, property damage and reasonable attorneys’ fees and expenses, which indemnification obligation shall survive the extent such information does not also relate to any other business or assets Closing and the termination of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement. Buyer and its representatives will hold in confidence all information obtained from Seller, the Companies or Lodi Management, or any other Transaction Documentstheir respective officers, agents, representatives or employees in accordance with the provisions of the confidentiality agreement dated April 11, 2007 (the “Confidentiality Agreement”) by and between ArcLight Capital Partners, LLC and Buckeye Partners, L.P., the terms and provisions of which shall survive the termination of this Agreement.

Investigation of Business; Confidentiality. (a) Until From the date of this Agreement until the Closing, the Seller Parties shall, and shall cause its Subsidiaries their Affiliates to, permit Purchaser, Purchaser and its Designees and their respective authorized agents or representatives and financing sources to have reasonable access to the properties, books, records records, Contracts and the employees such financial (including working papers) and operating data of the Business and the Business Employees as Purchaser may reasonably request, at reasonable hours to review information and documentation documentation, and the opportunity to ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of the Seller and its SubsidiariesParties, shall comply with the reasonable security and insurance requirements of the Seller and any Subsidiary Parties and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, the Seller and its Subsidiaries Parties shall have no obligation to disclose any information, information the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed provided that the Seller Parties shall use their commercially reasonable efforts to obtain waivers under such agreements or implement requisite procedures to enable the provision of the confidential nature of reasonable access to such informationinformation without violating such obligations. All requests for access to the offices, properties, books and records of Seller the Business and its Subsidiaries Business Employees shall be made to the representative designated at Section 11.1 or such other representatives of the Seller or any Subsidiary Parties as Seller such party shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees Purchaser nor any of their respective its Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of the Seller Parties in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of the Seller or any SubsidiaryParties, such authorization which shall not to be unreasonably withheld withheld, conditioned or delayed. Notwithstanding the foregoing, no Seller Party shall be required to provide access to or disclose information where such access or disclosure would waive the attorney client privilege of the Seller Parties or contravene any Law or binding agreement entered into with a non-Seller Party prior to the date of this Agreement. The relevant parties shall make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The parties hereto Parties expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party Party to the other party Party or any Affiliate of such other party Party in connection with the negotiation of this Agreement or pursuant to Section 6.5 (“Confidential Information”) shall not be treated as “Confidential Informationconfidential information” under that certain letter agreement between the parties executed in May of 2007Confidentiality Agreement. (c) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.

Investigation of Business; Confidentiality. (a) Until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, its Designees and their respective authorized agents or representatives to have reasonable access to the Business Facilities, properties, books, records and the employees of the Business Transferred Employees at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contractscontracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided, that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary and shall be at Purchaser’s and its Designees’ sole risk and expenseSubsidiary. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, information the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided, that, Purchaser is informed of the confidential nature of such information. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary as Seller shall designate upon reasonable prior notice to Purchaserdesignate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that that, until the Closing, neither Purchaser, its Designees nor any of their respective Affiliates, agents or representatives shall contact any of the employeesemployees en masse, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller or any Subsidiary, such authorization not to be unreasonably withheld or delayed. (b) The parties hereto expressly acknowledge and agree that this Agreement and its terms and all information, whether written or oral, furnished by either party to the other party or any Affiliate of such other party in connection with the negotiation of this Agreement (“Confidential Information”) shall not be treated as “Confidential InformationEvaluation Materials” under that certain letter agreement between the parties executed in May dated as of 2007June 19, 2007 (the “Confidentiality Agreement”), and that the confidentiality provisions contained therein with respect to the Confidential Information shall apply equally (mutatis mutandis) to both of the parties hereto. (c) For avoidance of doubt, all Confidential Information delivered by or on behalf of Seller prior to the Closing pursuant to the Confidentiality Agreement or this Section 6.2, in each case to the extent such Confidential Information relates to the Purchased Assets or the Business shall, become the Confidential Information of Purchaser as of the Closing. (d) Effective as of the Closing, Seller shall, or shall cause its applicable Subsidiary to, release the Transferred Employees from any confidentiality obligations they may have to Seller (or a Subsidiary thereof) with respect to trade secrets, confidential information and other information that relates to the extent related to the Business, but only to the extent such information does not also relate to any other business or assets of Seller (or a Subsidiary thereof) not transferred to Purchaser (or a Designee) under this Agreement, or any other Transaction Documents.