Common use of Review of the Company Clause in Contracts

Review of the Company. Prior to the Closing, the Seller will, and will cause the Company to, permit the Purchaser, directly or through its Affiliates or representatives, to review the properties, books, and records of the Company and their financial and legal conditions to the extent the Purchaser deems it necessary or advisable to familiarize itself with such properties and other matters, provided, however, such review shall not unreasonably disrupt the Company’s operation and provided further that no employee will be approached without consent and coordination of the management of the Company. The Seller will, and will cause the Company to, permit the Purchaser and their representatives to have, after the date of execution of this Agreement, reasonable access to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets and Liabilities of the Company as the Purchaser may from time to time reasonably request, provided, however, such review shall not unreasonably disrupt the Company’s operation. The Seller will, and will cause the Company to, deliver or cause to be delivered to the Purchaser such additional instruments, documents, certificates, and opinions as the Purchaser may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of the Company and/or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the Seller.

Review of the Company. Prior Subject to applicable laws relating to the Closingexchange of information, the Seller willParent may, and will cause prior to the Company to, permit the PurchaserClosing Date, directly or through its Affiliates or representatives, to review the properties, books, books and records of the Company and its subsidiaries and their respective financial and legal conditions condition to the extent the Purchaser deems it they deem necessary or advisable to familiarize itself with such properties and other matters, provided; such review shall not, however, such review shall not unreasonably disrupt affect the Company’s operation representations and provided further that no employee will be approached without consent and coordination warranties made by the Company in this Agreement or the remedies of the management Parent for breaches of those representations and warranties. Subject to applicable laws relating to the Company. The Seller willexchanges of information, and will cause upon reasonable notice, the Company to, shall permit the Purchaser Parent and their its representatives to have, after the date of execution of this Agreement, reasonable full access to the premises and to all the books and records of the Company and its subsidiaries and to cause the officers of the Company to furnish the Purchaser Parent with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company as the Purchaser may Parent shall from time to time reasonably request, provided, however, such review shall not unreasonably disrupt the Company’s operation. The Seller will, and will cause the Company to, shall deliver or cause to be delivered to the Purchaser Parent such additional instruments, documents, certificates, certificates and opinions as the Purchaser Parent may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement hereto and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided Notwithstanding anything herein to the contrary, neither the Company nor any of its subsidiaries shall be required to provide access to, or obtained byto disclose, Purchaser in connection information where such access or disclosure would violate the rights of any customer of the Company or any of its subsidiaries under a written contract with the transactions contemplated hereby shall Company or any of its subsidiaries which is listed on Schedule 6.3, jeopardize the attorney-client privilege, or contravene any judgment, decree or agreement which is binding on the Company entered into prior to the date of this Agreement and which is listed on Schedule 6.3. The Company and its subsidiaries will endeavor to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. The parties hereto acknowledge that the Parent and Custom Papers Group Inc. have entered into a Confidentiality Agreement dated May 21, 1996 (the "Confidentiality Agreement") and that information obtained during any such review will be “Information” for purposes subject to the terms of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of the Company and/or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the Seller.

Review of the Company. Prior (a) Purchaser and its financing sources may, prior to the Closing, the Seller will, and will cause the Company to, permit the Purchaser, directly or through its Affiliates or their respective representatives, to including, their accountants, actuaries and attorneys, review the properties, books, books and records of the Company Companies and their financial and legal conditions condition to the extent the Purchaser deems it reasonably believes necessary or advisable to familiarize itself with such properties and other mattersmatters and, providedto the extent related to the Excluded Liabilities, the books and records of Seller. Such review shall not, however, such review affect the representations and warranties made by Seller in this Agreement or the remedies of Purchaser for breaches of those representations and warranties. Seller shall not unreasonably disrupt the Company’s operation and provided further that no employee will be approached without consent and coordination cause each of the management of the Company. The Seller will, and will cause the Company to, Companies to permit the Purchaser and their its representatives to have, after the date of execution of this Agreement, reasonable access during normal business hours to the premises and to all the books and records of the Company Companies provided that such access shall not unreasonably interfere with any of the business or operations of Seller or the Companies, and to Seller shall cause the officers officers, employees, counsel, accountants, consultants and other representatives of the Company Companies and/or Seller to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company Companies as the Purchaser may shall from time to time reasonably request, provided, however, such review shall . Purchaser agrees not unreasonably disrupt to contact any of the Company’s operation. The Seller will, and will cause the Company to, deliver or cause to be delivered Companies’ customers prior to the Purchaser such additional instruments, documents, certificates, and opinions as the Purchaser may reasonably request for the purpose of (a) verifying the information set forth Closing in this Agreement or on any Schedule attached regard to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic Agreement without Xxxxxx Xxxxxxxx’ prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. (i) Any information provided to, or obtained by, by Purchaser in connection with the transactions contemplated hereby pursuant to paragraph (a) above shall be “Information” for purposes subject to that certain Confidentiality Agreement, dated June 3, 2004 between Global Power Equipment Group and Seller, the terms of the Confidentiality Agreement entered into which are incorporated herein by the Seller and the Purchaser dated as of December 9, 2009 reference (the “Non-Disclosure Confidentiality Agreement”). Notwithstanding the foregoingEffective upon, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon and only upon, the Closing, Purchaser’s obligations under the Non-Disclosure Confidentiality Agreement shall: (a) shall terminate with respect to any Information information relating to the Companies. (ii) Seller acknowledges that it is in possession of Material (as defined thereinin the Confidentiality Agreement) concerning the Companies and their respective businesses and operations. Seller agrees that it, in each case, shall, and that it shall cause its representatives (as defined in the Confidentiality Agreement) to keep all such Material strictly confidential; provided, that Seller may (A) use the Material for the purpose of performing its obligations hereunder (including its obligations in retaining the Excluded Liabilities) and under the Transition Services Agreement, complying with Laws and regulations, preparing its financial statements, communicating with or making any filing with any Governmental or Regulatory Authority (including any Tax authority) or in evaluating, initiating or responding to any claim, action, suit or proceeding at law or in equity, arbitration, or administrative or other proceeding or investigation by any Governmental or Regulatory Authority or any other Person and (B) prior to the Closing, use the Material for the purpose of operating its business and the business of the Company and/or Companies. Seller acknowledges and agrees that the BusinessMaterial is proprietary and confidential in nature and may be disclosed to its representatives (as defined in the Confidentiality Agreement) only to the extent necessary to take the actions described in clauses (A) and (B) above; provided, that Seller shall be responsible for any breach of these confidentiality provisions by its representatives (as defined in the Confidentiality Agreement) other than the Companies for breaches following the Closing. If Seller or any of its representatives (as defined in the Confidentiality Agreement) are legally required to disclose (after Seller has used its commercially reasonable efforts to avoid such disclosure and after promptly advising and consulting with Purchaser about its intention to make, and the proposed contents of such, disclosure) any of the Material (b) continue in full force whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), Seller shall, or shall cause such representative, to provide Purchaser with prompt written notice of such request so that Purchaser may seek an appropriate protective order or other appropriate remedy. If such protective order or remedy is not obtained, Seller or such representative, may disclose only that portion of the Material which such Person is legally required to disclose, and effect with respect Seller shall exercise its commercially reasonable efforts to any other Information of or relating obtain assurance that confidential treatment will be accorded to the Sellersuch Material so disclosed.

Review of the Company. Prior The Purchaser may, prior to the ClosingClosing Date, the Seller will, and will cause the Company to, permit the Purchaser, either directly or through its Affiliates or representatives, to review and investigate the properties, books, books and records of the Company and their its financial and legal conditions condition to the extent the Purchaser it deems it necessary or advisable to familiarize itself with such the properties and business and other matters, providedmatters of the Company (such review and investigation is hereinafter referred to as the "Due Diligence Review"); such Due Diligence Review shall not, however, such review shall not unreasonably disrupt affect the Company’s operation right of Purchaser to rely upon (i) the representations and provided further that no employee will be approached without consent warranties made by the Stockholder in this Agreement, and coordination (ii) all information contained in the Exhibits, Schedules and certificates or statements in writing furnished prior to or on the Closing Date to Purchaser by or on behalf of the management Stockholder or by any of the Company's directors or officers in connection with the transactions contemplated by this Agreement. The Seller will, and will Stockholder shall cause the Company to, to permit the Purchaser and their its representatives to havehave full access (during business hours, after the date of execution of this Agreement, upon reasonable access request with notice) to the premises and to all the books and records of the Company and to shall cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company as the Purchaser may shall from time to time reasonably request. The Purchaser's Due Diligence Review shall be conducted in a manner which shall not, providedin any way, however, such review shall not unreasonably disrupt the business of the Company’s operation. Before the Purchaser may commence its Due Diligence Review, the Stockholder shall set forth the reasonable parameters and rules which shall govern Purchaser's conduct of the Due Diligence Review and Purchaser's requirements of discretion and confidentiality pertaining thereto. The Seller willPurchaser shall strictly follow the Stockholder's parameters and rules. In the event of termination of this Agreement, and will cause Purchaser shall keep confidential any information obtained from the Stockholder or the Company toconcerning the properties, operations and business of the Company (unless readily ascertainable from public or published information or trade sources) until the same becomes ascertainable without breach by Purchaser of its obligations hereunder and shall, upon the written request of the Stockholder, return to the Company (whether obtained prior to or after execution of this Agreement) any schedules, statements, documents or other written information obtained in connection therewith. The Stockholder shall deliver or cause to be delivered to Purchaser on the Purchaser Closing Date, and at such other times and places as shall be reasonably agreed upon, such additional instruments, documents, certificates, certificates and opinions as the Purchaser and its counsel may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of the Company and/or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the Seller.

Review of the Company. Prior (a) The Purchaser may, prior to the ClosingClosing Date, the Seller will, and will cause the Company to, permit the Purchaser, directly or through its Affiliates or representatives, to review the properties, books, books and records of the Company and their financial and legal conditions to the extent the Purchaser deems it necessary or advisable to familiarize itself with such properties and other matters, provided, however, such review shall not unreasonably disrupt the Company’s operation and provided further that no employee will be approached without consent and coordination business of the management of the CompanyCompany and its Subsidiaries. The Seller will, Company and will cause the Company to, each of its Subsidiaries shall permit the Purchaser and their its representatives to have, after the date of execution of this Agreement, have reasonable access to the premises premises, properties, assets, vessels and to all the books and records of the Company during normal working hours upon reasonable notice and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company and its Subsidiaries as the Purchaser may shall from time to time reasonably request; provided that nothing contained in this Agreement shall require the Company, providedany of its Subsidiaries or any of their respective officers, howeverdirectors, such review shall not employees or agents to unreasonably disrupt the Company’s operationnormal business activities of such Persons. The Seller willparties hereto acknowledge that the Purchaser and the Company have entered into a Confidentiality Agreement dated May 7, 1997 (the "Confidentiality Agreement") and the Purchaser confirms that it will comply with its obligations thereunder and that information obtained during any such review will be subject to the terms of the Confidentiality Agreement and will cause the Company to, deliver or cause to be delivered to the Purchaser use such additional instruments, documents, certificates, and opinions as the Purchaser may reasonably request information only for the purpose of considering the transactions contemplated hereby, and if such transactions are not consummated as contemplated herein, will promptly return all such information and all information derived therefrom (aincluding all copies thereof) verifying to the information set forth in this Agreement or on any Schedule attached to this Agreement and Company. (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon Until the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to Purchaser shall promptly inform the Company in writing of any Information (as defined therein) material variances discovered by the Purchaser or its representatives in the representations and warranties of the Company and/or or the Business, and (b) continue Sellers contained in full force and effect with respect to any other Information of or relating to the Sellerthis Agreement.

Review of the Company. Prior The Purchaser may, prior to the Closing, the Seller will, and will cause the Company to, permit the PurchaserClosing Date, directly or through its Affiliates or representatives, to review the properties, books, books and records of the Company and their its financial and legal conditions condition to the extent the Purchaser deems it they deem necessary or advisable to familiarize itself with such properties and other matters. Should the Purchaser, provided, however, during the course of such review become aware of facts or circumstances concerning the Company or any of the Sellers which would constitute a breach of any of the representations and warranties of the Company or any Seller, the Purchaser shall promptly notify the Sellers thereof in writing, provided that the failure to so notify the Sellers shall not unreasonably disrupt affect the Company’s operation representations and provided further that no employee will be approached without consent and coordination warranties made by the Company in this Agreement or the remedies of the management Purchaser for breaches of those representations and warranties. The Purchaser has not knowingly withheld from the Company or the Sellers information concerning the Company or any of the CompanySellers which would constitute a breach of any of the representations and warranties of the Company or any Seller. The Seller will, and will cause the Company to, shall permit the Purchaser and their its representatives to have, after the date of execution of this Agreement, reasonable access to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company as the Purchaser may shall from time to time reasonably request, provided, however, such review shall not unreasonably disrupt the Company’s operation. The Seller will, and will cause the Company to, shall deliver or cause to be delivered to the Purchaser such additional instruments, documents, certificates, certificates and opinions as the Purchaser may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement hereto and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained byit being understood that any such additional instruments, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller documents, certificates and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller opinions shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of create liability for the Company and/or or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the SellerSellers not otherwise contemplated by this Agreement.