Common use of ACCESS AND COOPERATION; DUE DILIGENCE Clause in Contracts

ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of HDS access to all of the COMPANY's key employees, sites, properties, books and records and will furnish HDS with such additional financial and operating data and other information as to the business and properties of the COMPANY as HDS may from time to time reasonably request. The COMPANY will cooperate with HDS, its representatives, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY shall provide reasonable access to the COMPANY's key employees, books, records and other financial data to all Other Companies and their representatives, auditors and counsel; provided that, the COMPANY will not -------- ---- be required to disclose competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Companies as confidential in accordance with the provisions of Section 14 hereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, HDS will cause each of the Other Companies to enter into a provision similar to this Section 7.1 requiring each such Other Company to keep confidential any information obtained by such Other Company and to not use such information for any purpose other than for the evaluation of the transactions contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third-party beneficiary with respect to the covenant of the Other Companies and their respective shareholders restricting the use of COMPANY information received by such Other Companies and shareholders. (ii) Between the date of this Agreement and the Closing Date, HDS will afford to the officers and authorized representatives of the COMPANY access to all of HDS's (including HDS's Subsidiaries') sites, properties, books and records (including without limitation the records, reports and other communications regarding the COMPANY to HDS by the auditors engaged by HDS to review and audit the COMPANY) and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of HDS (including HDS's Subsidiaries) as the COMPANY may from time to time reasonably request. HDS will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of HDS access to all of the COMPANY's key employees, sites, properties, books and records and will furnish HDS with such additional financial and operating data and other information as to the business and properties of the COMPANY as HDS may from time to time reasonably request. The COMPANY will cooperate with HDS, its representatives, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY shall provide reasonable access to the COMPANY's key employees, books, records and other financial data to all Other Companies and their representatives, auditors and counsel; provided that, the COMPANY -------- ---- will not -------- ---- be required to disclose competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Companies as confidential in accordance with the provisions of Section 14 hereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, HDS will cause each of the Other Companies to enter into a provision similar to this Section 7.1 requiring each such Other Company to keep confidential any information obtained by such Other Company and to not use such information for any purpose other than for the evaluation of the transactions contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third-party beneficiary with respect to the covenant of the Other Companies and their respective shareholders restricting the use of COMPANY information received by such Other Companies and shareholdersCompanies. (ii) Between the date of this Agreement and the Closing Date, HDS will afford to the officers and authorized representatives of the COMPANY access to all of HDS's (including HDS's Subsidiaries') sites, properties, books and records (including without limitation the records, reports and other communications regarding the COMPANY to HDS by the auditors engaged by HDS to review and audit the COMPANY) and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of HDS (including HDS's Subsidiaries) as the COMPANY may from time to time reasonably request. HDS will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of HDS access to all of the COMPANY's key employees, sites, properties, books and records and will furnish HDS with such additional financial and operating data and other information as to the business and properties of the COMPANY as HDS may from time to time reasonably request. The COMPANY will cooperate with HDS, its representatives, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY shall provide reasonable access to the COMPANY's key employees, books, records and other financial data to all Other Companies and their representatives, auditors and counsel; provided that, the COMPANY will not be required -------- ---- be required to disclose competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Companies as confidential in accordance with the provisions of Section 14 hereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, HDS will cause each of the Other Companies to enter into a provision similar to this Section 7.1 requiring each such Other Company to keep confidential any information obtained by such Other Company and to not use such information for any purpose other than for the evaluation of the transactions contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third-party beneficiary with respect to the covenant of the Other Companies and their respective shareholders restricting the use of COMPANY information received by such Other Companies and shareholdersCompanies. (ii) Between the date of this Agreement and the Closing Date, HDS will afford to the officers and authorized representatives of the COMPANY access to all of HDS's (including HDS's Subsidiaries') sites, properties, books and records (including without limitation the records, reports and other communications regarding the COMPANY to HDS by the auditors engaged by HDS to review and audit the COMPANY) and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of HDS (including HDS's Subsidiaries) as the COMPANY may from time to time reasonably request. HDS will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between the date of this Agreement and the Closing Date, the COMPANY will shall afford to the officers and authorized representatives of HDS access to all of the COMPANY's (including the COMPANY's Subsidiaries') key employeesemployees (which, for purposes of this Section 7.1(i), means the STOCKHOLDERS and ▇▇▇▇ ▇▇▇▇▇▇▇), sites, properties, books and records and will furnish HDS with such additional financial and operating data and other information as to the business and properties of the COMPANY (including the COMPANY's Subsidiaries) as HDS may from time to time reasonably request. The COMPANY will cooperate with HDS, its representatives, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY shall not unreasonably refuse to provide reasonable access to the COMPANY's (including the COMPANY's Subsidiaries) key employees, employees books, records and other financial data to all Other Companies and their representatives, auditors and counsel; , provided that, that the COMPANY will not -------- ---- be required to disclose competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Companies as confidential in accordance with the provisions of Section 14 hereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, HDS will cause each of the Other Companies to enter into a provision similar to this Section 7.1 requiring each such Other Company to keep confidential any information obtained by such Other Company and to not use such information for any purpose other than for the evaluation of the transactions contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third-party beneficiary with respect to the covenant of the Other Companies and their respective shareholders restricting the use of COMPANY information received by such Other Companies and shareholdersCompanies. (ii) Between the date of this Agreement and the Closing Date, HDS will shall afford to the officers and authorized representatives of the COMPANY access to all of HDS's ' (including HDS's HDS Subsidiaries') key employees, sites, properties, books and records (including without limitation the records, reports and other communications regarding the COMPANY to HDS by the auditors engaged by HDS to review and audit the COMPANY) and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of HDS (including HDS's HDS Subsidiaries) as the COMPANY may from time to time reasonably request. HDS will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between Provided that each of the Other Agreements has a provision which is substantively substantially the same as this Section 7.1(i), between the date of this Agreement and the Closing Date, : (i) the COMPANY will afford to the officers and authorized representatives of HDS access to all of the COMPANY's key employees, sites, properties, books and records and will furnish HDS with such additional financial and operating data and other information as to the business and properties of the COMPANY as HDS may from time to time reasonably request. The ; (ii) the COMPANY will cooperate with HDS, its representatives, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The ; and (iii) the COMPANY shall provide reasonable access to the COMPANY's key employees, books, records and other financial data to all Other Companies and their representatives, auditors and counsel; provided that, the COMPANY will not -------- ---- be required to -------- ---- disclose competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Companies as confidential in accordance with the provisions of Section 14 hereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, HDS will cause each of the Other Companies to enter into a provision similar to this Section 7.1 requiring each such Other Company to keep confidential any information obtained by such Other Company and to not use such information for any purpose other than for the evaluation of the transactions contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third-third- party beneficiary with respect to the covenant of the Other Companies and their respective shareholders restricting the use of COMPANY information received by such Other Companies and shareholdersCompanies. (ii) Between the date of this Agreement and the Closing Date, HDS will afford to the officers and authorized representatives of the COMPANY access to all of HDS's (including HDS's Subsidiaries') sites, properties, books and records (including without limitation the records, reports and other communications regarding the COMPANY to HDS by the auditors engaged by HDS to review and audit the COMPANY) and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of HDS (including HDS's Subsidiaries) as the COMPANY may from time to time reasonably request. HDS will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.

ACCESS AND COOPERATION; DUE DILIGENCE. (i) Between the date of this Agreement and the Closing Date, the COMPANY will afford to the officers and authorized representatives of HDS access to all of the COMPANY's key employees, sites, properties, books and records and will furnish HDS with such additional financial and operating data and other information as to the business and properties of the COMPANY as HDS may from time to time reasonably request. The COMPANY will cooperate with HDS, its representatives, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY shall provide reasonable access to the COMPANY's key employees, books, records and other financial data to all Other Companies and their representatives, auditors and counsel; provided that, the COMPANY will not -------- ---- be required to disclose -------- ---- competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Companies as confidential in accordance with the provisions of Section 14 hereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, HDS will cause each of the Other Companies to enter into a provision similar to this Section 7.1 requiring each such Other Company to keep confidential any information obtained by such Other Company and to not use such information for any purpose other than for the evaluation of the transactions -26- contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third-party beneficiary with respect to the covenant of the Other Companies and their respective shareholders restricting the use of COMPANY information received by such Other Companies and shareholdersCompanies. (ii) Between the date of this Agreement and the Closing Date, HDS will afford to the officers and authorized representatives of the COMPANY access to all of HDS's (including HDS's Subsidiaries') sites, properties, books and records (including without limitation the records, reports and other communications regarding the COMPANY to HDS by the auditors engaged by HDS to review and audit the COMPANY) and will furnish the COMPANY with such additional financial and operating data and other information as to the business and properties of HDS (including HDS's Subsidiaries) as the COMPANY may from time to time reasonably request. HDS will cooperate with the COMPANY, its representatives, engineers, auditors and counsel in the preparation of any documents or other material which may be required by this Agreement. The COMPANY will cause all information obtained in connection with the negotiation and performance of this Agreement to be treated as confidential in accordance with the provisions of Section 14 hereof.