Requirements of Seller. Subject to Applicable Law, between the date hereof and the Closing, Seller (i) shall give Platinum and its authorized representatives reasonable access at Seller’s principal office during normal business hours, to all employees, all plants, offices and other facilities, and all books and records of Seller, (ii) shall permit Platinum and its authorized representatives to make such inspections as Platinum may reasonably require to verify the accuracy of any representation or warranty contained in Article IV or the title of Seller to the Assets and (iii) shall cause Seller’s officers to furnish Platinum and its authorized representatives with such financial and operating data and other information with respect to Seller as Platinum may from time to time reasonably request; provided, that Seller shall have the right to have a representative present at all times and provided further, however, that no such activity shall be disruptive to the ongoing conduct of the day-to-day business by Seller.
Requirements of Seller. Except as and to the extent required by Applicable Law and except in connection with the exercise of their rights or the performance of its obligations under this Agreement, Seller agrees that from and after the date hereof (and without limitation of time), such parties shall (and shall cause its affiliates to) hold in confidence, and shall use all Reasonable Best Efforts to cause all present and former members, managers, officers and employees of Seller and its Affiliates to hold in confidence, any and all proprietary, confidential or secret information or data of or in respect of Platinum and Buyer (collectively, the “Platinum Confidential Information”) and shall not disclose, publish or intentionally use such Platinum Confidential Information or data for any purpose other than as provided in this Agreement (i) without the prior written consent of Platinum and Buyer, (ii) until such information or data has been publicly disclosed by Platinum or Buyer or otherwise ceased to be secret or confidential as evidenced by general public knowledge through no fault of Seller or its Affiliates; provided, however, that Seller shall have the right to disclose such Platinum Confidential Information or data, without consent, to the extent that, in the opinion of its counsel, which counsel and opinion shall be reasonably satisfactory to Platinum, such disclosure is compelled by any Governmental Authority, audit, defense or prosecution of a Proceeding; provided further, however, that if Seller proposes to make such disclosure based upon such opinion of counsel, it shall advise and consult with Platinum and Buyer before such disclosure concerning the information or data it proposes to disclose and shall give Platinum an opportunity to seek a protective order or other appropriate remedy to foreclose such disclosure without penalty to Seller.
Requirements of Seller
