Common use of Prior to the Closing Clause in Contracts

Prior to the Closing. Buyer and HD Supply shall each keep the other apprised of the status of matters relating to the completion of the Transaction and the other transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory Approvals. In that regard, prior to the Closing, subject to the Confidentiality Agreement and Section 5.3 of this Agreement, Buyer and HD Supply shall promptly consult with each other to provide any necessary information with respect to (and, in the case of correspondence, provide the other (or their counsel) copies of) all filings made by such Party (or in the case of HD Supply, any filings made by any Seller) with any Governmental Entity or any other information supplied by such Party (including in the case of HD Supply, any other information supplied by any Seller) to, or correspondence with, a Governmental Entity in connection with this Agreement, the Transaction and the other transactions contemplated by this Agreement. Subject to the Confidentiality Agreement and Section 5.3 of this Agreement, Buyer and HD Supply shall promptly inform the other, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) any communication from any Governmental Entity (including in the case of HD Supply, any communications from any Governmental Entity to any Seller) regarding the Transaction and the other transactions contemplated by this Agreement, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (or any material proposed oral) communication with any such Governmental Entity. If any Party or any Representative of any Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transaction or the other transactions contemplated by this Agreement, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with Buyer (in the case of any Seller receiving such a request) and HD Supply (in the case of Buyer receiving such a request), an appropriate response in compliance with such request. Except with respect to Taxes, each of Buyer and HD Supply and its Representatives shall be entitled to participate in any substantive meeting or telephone or other conversations with any Governmental Entity in connection with this Agreement and the Transaction or the other transactions contemplated by this Agreement (or to make submissions at meetings or in telephone or other conversations) to the extent not prohibited by such Governmental Entity. Except with respect to Taxes, and subject to the Confidentiality Agreement and Section 5.3, Buyer and HD Supply shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it (including in the case of HD Supply, all such correspondence, filings and communications between any Seller) and any such Governmental Entity with respect to this Agreement and the Transaction or the other transactions contemplated by this Agreement, and furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity. Buyer and HD Supply may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or HD Supply, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 5.1(b) may be redacted (i) to remove references concerning the valuation of or future plans for the Business, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns.

Prior to the Closing. Xcerra shall promptly notify Buyer and HD Supply shall each keep the other apprised (in writing after any of the status Selling Parties has notice thereof), and Buyer shall promptly notify Xcerra (in writing after any of matters relating the Buying Parties has notice thereof), and keep such other Party advised, as to (a) any Proceeding initiated against or by such Party or any of its Affiliates or, to the completion Knowledge of Xcerra or the Transaction and Knowledge of Buyer, as applicable, threatened against such Party that challenges the transactions contemplated hereby or (b) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement and work cooperatively in connection with obtaining all required Regulatory ApprovalsAgreement. In that regardAdditionally, prior to the Closing, subject each Party shall promptly notify the other Party (in writing after such Party has notice thereof) as to (i) the occurrence or non-occurrence of any event the occurrence or non-occurrence of which would or would be reasonably likely to cause any representation or warranty of such Party contained herein to be untrue or inaccurate in any material respect at any time at or prior to the Confidentiality Agreement and Section 5.3 of this AgreementClosing, Buyer and HD Supply shall promptly consult with each other to provide any necessary information with respect to (andor which, in the case of correspondenceXcerra, provide the other would constitute or would reasonably be expected to result in a Material Adverse Effect and (or their counselii) copies of) all filings made by such Party (or any event which, in the case of HD SupplyXcerra, would reasonably be expected to cause any filings made by any Seller) with any Governmental Entity or any other information supplied by such Party (including of the conditions in the case of HD Supply, any other information supplied by any Seller) to, or correspondence with, a Governmental Entity in connection with this Agreement, the Transaction and the other transactions contemplated by this Agreement. Subject Article VI not to the Confidentiality Agreement and Section 5.3 of this Agreement, Buyer and HD Supply shall promptly inform the other, and if in writing, furnish the other with copies of (be fulfilled or, in the case of material oral communicationsBuyer, advise the other orally of) would reasonably be expected to cause any communication from any Governmental Entity (including in the case of HD Supply, any communications from any Governmental Entity to any Seller) regarding the Transaction and the other transactions contemplated by this Agreement, and permit the other to review and discuss in advance, and consider in good faith the views of the other conditions in connection with, any proposed written (or any material proposed oral) communication with any such Governmental EntityArticle VII not to be fulfilled. If any Party or any Representative The delivery of any Party receives a request for additional information or documentary material from any Governmental Entity with respect to the Transaction or the other transactions contemplated by this Agreement, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with Buyer (in the case of any Seller receiving such a request) and HD Supply (in the case of Buyer receiving such a request), an appropriate response in compliance with such request. Except with respect to Taxes, each of Buyer and HD Supply and its Representatives shall be entitled to participate in any substantive meeting or telephone or other conversations with any Governmental Entity in connection with this Agreement and the Transaction or the other transactions contemplated by this Agreement (or to make submissions at meetings or in telephone or other conversations) to the extent not prohibited by such Governmental Entity. Except with respect to Taxes, and subject to the Confidentiality Agreement and Section 5.3, Buyer and HD Supply shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it (including in the case of HD Supply, all such correspondence, filings and communications between any Seller) and any such Governmental Entity with respect to this Agreement and the Transaction or the other transactions contemplated by this Agreement, and furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity. Buyer and HD Supply may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or HD Supply, as the case may be) or its legal counsel; provided, however, that materials provided notice pursuant to this Section 5.1(b4.5 shall in no circumstance be deemed to (x) may be redacted (i) to remove references concerning modify the valuation representations, warranties, covenants or agreements hereunder of the Party delivering such notice or future plans for the Businessany Schedule, (iiy) as necessary modify any condition set forth in Article VI, or (z) cure or prevent any misrepresentation, inaccuracy, untruth or breach of any representation, warranty, covenant or agreement set forth in this Agreement or any other document or instrument executed and delivered in connection herewith or failure to comply satisfy any condition set forth in Article VI. Notwithstanding the foregoing to the contrary, however, the Selling Parties shall have the right to supplement or amend their Disclosure Schedules delivered with contractual obligationsrespect to their representations and warranties set forth in Section 3.1 from time to time on or before the Closing Date with respect to any matter that occurs after (but not on or prior to) the date hereof (each, a “Schedule Supplement”), and (iii) each Schedule Supplement shall be deemed to be incorporated into and supplement and amend the Selling Parties’ Disclosure Schedules and representations and warranties as necessary to address reasonable privilege concernsof the Closing Date.

Prior to the Closing. Buyer agrees to treat the transactions contemplated herein and HD Supply shall each keep the other apprised of the status of matters relating all information received with respect to the completion of the Transaction and the other transactions contemplated by this Agreement and work cooperatively Subject Premises, whether such information is obtained from Seller or from Buyer’s own studies, in connection with obtaining all required Regulatory Approvalsa confidential manner. In that regard, prior Prior to the Closing, subject Buyer shall not disclose any such information to the Confidentiality Agreement any third parties, other than such disclosure (i) to Buyer’s counsel, and Section 5.3 of this Agreementother professionals, Buyer actual or potential investors, partners and HD Supply shall promptly consult with each lenders and their respective counsel and other to provide any necessary information with respect to (andprofessionals, in the case of correspondenceinsurers, provide the other (or their counsel) copies of) all filings made by such Party (or in the case of HD Supplyproperty managers, any filings made by any Seller) with any Governmental Entity or any other information supplied by such Party (including in the case of HD Supplymortgage brokers, any other information supplied by any Seller) toemployees, or correspondence withagents, a Governmental Entity consultants, accountants and advisors as may be required in connection with this Agreement, the Transaction and the other transactions contemplated by hereby, provided that in each of the aforementioned cases, such disclosure is to be made expressly subject to this Agreement. Subject confidentiality requirement; (ii) as any governmental agency may require in order to comply with applicable laws or a court order, or as a result of the fact that Buyer’s beneficial owner is a public company; or (iii) to the Confidentiality Agreement extent that such information is a matter of public record, other than as a result of a breach of Buyer’s obligations under this Section 19.18. Buyer agrees to keep the terms and Section 5.3 conditions of this Agreement, Buyer Agreement confidential and HD Supply shall promptly inform the other, and if in writing, furnish the other with copies of (or, in the case of material oral communications, advise the other orally of) not make any communication from any Governmental Entity (including in the case of HD Supply, any communications from any Governmental Entity to any Seller) regarding the Transaction and the other transactions contemplated by this Agreement, and permit the other to review and discuss in advance, and consider in good faith the views of the other in connection with, any proposed written (public announcements or any material proposed oral) communication with any such Governmental Entity. If any Party or any Representative of any Party receives a request for additional information or documentary material from any Governmental Entity disclosures with respect to the Transaction or subject matter of this Agreement prior to Closing without the written consent of the Buyer. Seller and Buyer hereby acknowledge and agree that from and after the Closing neither party shall issue a press release related to the transactions contemplated hereunder without the express written consent of the other transactions contemplated by party, which consent shall not be unreasonably withheld, delayed or conditioned. The provisions of this Section 19.18 shall survive the Closing or earlier termination of this Agreement, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with Buyer (in the case of any Seller receiving such a request) and HD Supply (in the case of Buyer receiving such a request), an appropriate response in compliance with such request. Except with respect to Taxes, each of Buyer and HD Supply and its Representatives shall be entitled to participate in any substantive meeting or telephone or other conversations with any Governmental Entity in connection with this Agreement and the Transaction or the other transactions contemplated by this Agreement (or to make submissions at meetings or in telephone or other conversations) to the extent not prohibited by such Governmental Entity. Except with respect to Taxes, and subject to the Confidentiality Agreement and Section 5.3, Buyer and HD Supply shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it (including in the case of HD Supply, all such correspondence, filings and communications between any Seller) and any such Governmental Entity with respect to this Agreement and the Transaction or the other transactions contemplated by this Agreement, and furnish the other with such necessary information and reasonable assistance as the other may reasonably request in connection with its preparation of filings or submissions of information to any such Governmental Entity. Buyer and HD Supply may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided to the other under this Section 5.1 as “outside counsel only.” Such materials and the information contained therein shall be given only to the outside legal counsel and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or HD Supply, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 5.1(b) may be redacted (i) to remove references concerning the valuation of or future plans for the Business, (ii) as necessary to comply with contractual obligations, and (iii) as necessary to address reasonable privilege concerns.

Prior to the Closing. the Buyer and HD Supply the Seller shall each keep the other apprised of the status of matters relating to the completion of the Transaction and the other transactions contemplated by this Agreement Transactions and work cooperatively in connection with obtaining all required Regulatory Approvalsconsents, authorizations, orders or approvals of, or any exemptions by, any Governmental Authority or other Third Party, including by working cooperatively in connection with any sales, divestitures or dispositions of assets or businesses if and to the extent undertaken pursuant to the provisions of this Section 5.2. In that regard, prior to the Closing, subject to the JDA, the Confidentiality Agreement and Section 5.3 11.2 of this Agreement, Buyer and HD Supply each Party shall promptly consult with each the other Parties to this Agreement to provide any necessary information with respect to (and, in the case of correspondencecorrespondence from either a Party to the Governmental Authority (or vice versa), provide the other Party (or their counsel) copies ofof such correspondence or any other memoranda, PowerPoint or other documents prepared by a party for the purpose of submission to the Governmental Authority in connection with the Transactions) all filings made by such Party (or in the case of HD Supply, any filings made by any Seller) with any Governmental Entity Authority or any other information supplied by such Party (including in the case of HD Supply, any other information supplied by any Seller) to, or correspondence with, a Governmental Entity Authority in connection with this Agreement, the Transaction Agreement and the other transactions contemplated by this AgreementTransactions. Subject to the JDA, the Confidentiality Agreement and Section 5.3 of this Agreement11.2, Buyer and HD Supply each Party shall promptly inform the otherother Party, and if in writing, furnish the other Party with copies of (or, in the case of material oral communications, advise the other Party orally of) any communication from any Governmental Entity (including in Authority regarding any of the case of HD Supply, any communications from any Governmental Entity to any Seller) regarding the Transaction and the other transactions contemplated by this AgreementTransactions, and permit the other Party to review and discuss in advance, and consider in good faith the views of the other Party in connection with, any proposed written (or any material proposed oral) communication with any such Governmental EntityAuthority. If any either Party or any Representative representative of any such Party receives a request for additional information or documentary material from any Governmental Entity Authority with respect to the Transaction or the other transactions contemplated by this AgreementTransactions, then such Party will use reasonable best efforts to make, or cause to be made, promptly and after consultation with Buyer (in the case of any Seller receiving such a request) and HD Supply (in the case of Buyer receiving such a request)other Party, an appropriate response in compliance with such request. Except with respect to Taxes, each of Buyer and HD Supply and its Representatives Neither Party shall be entitled to participate in any substantive meeting or telephone or other conversations with any Governmental Entity Authority in connection with this Agreement and the Transaction or the other transactions contemplated by this Agreement Transactions (or to make oral submissions at meetings or in telephone or other conversations) unless it consults with the other Party in advance and to the extent not prohibited by such Governmental EntityAuthority gives the other Party the opportunity to attend and participate thereat. Except with respect Subject to Taxesthe JDA, and subject to the Confidentiality Agreement and Section 5.311.2, Buyer and HD Supply each Party shall furnish the other with copies of all correspondence, filings and communications (and memoranda setting forth the substance thereof) between it (including in the case of HD Supply, all such correspondence, filings and communications between any Seller) and any such Governmental Entity with respect to this Agreement and the Transaction or the other transactions contemplated by this Agreement, and furnish the other Party with such necessary information and reasonable assistance as the other Party may reasonably request in connection with its preparation of necessary filings or submissions of information to any such Governmental EntityAuthority. Buyer and HD Supply may, as each deems advisable and necessary, reasonably designate any competitively sensitive material provided Subject to the other under this Section 5.1 as “outside counsel only.” Such materials and JDA, the information contained therein shall be given only to the outside legal counsel and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (Buyer or HD Supply, as the case may be) or its legal counsel; provided, however, that materials provided pursuant to this Section 5.1(b5.2(b) may be redacted (i) to remove references concerning the valuation of or future plans for the Business, (ii) as necessary to comply with contractual obligationsarrangements, and (iii) as necessary to address reasonable privilege concerns. To the extent that transfers of any permits issued by any Governmental Authority are required as a result of the execution of this Agreement or the consummation of the Transactions, the Parties shall use reasonable best efforts to effect such transfers.