Common use of Investigation of Business; Access to Properties and Records Clause in Contracts

Investigation of Business; Access to Properties and Records. Records Retention. ----------------- (a) Between the date hereof and the Closing Date, each of the Company and Buyer shall (and shall cause each of its Subsidiaries to) afford to representatives of the other party ("Respective Representatives") reasonable -------------------------- access to their respective offices, properties, books and records during normal business hours in order that such party may have full opportunity to make such investigations as it desires of the affairs of the other party, and the Company and Buyer shall, and shall cause their employees and officers to furnish such data as is reasonably requested by the other party's representatives; provided, -------- however, that such investigation shall be upon reasonable prior written notice ------- and shall not unreasonably disrupt the personnel and operations of the other party. All requests for access shall be made to such representatives of the other party as such party shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither party nor its representatives shall contact any of the employees, customers, suppliers, joint venture partners, or other associates or affiliates of the other party, , in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of the other party. No information or knowledge obtained in any investigation pursuant to this Section 4.1(a) shall affect or be deemed to modify any representation or warranty contained in this Agreement or any disclosure schedule or the conditions to the obligations of the parties to consummate the Stock Exchange. (b) The Stockholder and the Company and Buyer will hold and will cause their respective employees, agents and representatives to hold in confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its legal counsel, by other requirements of law, all documents and information concerning the other party and its Subsidiaries furnished to it in connection with the transactions contemplated by this Agreement, including all analyses, abstracts and summaries thereof created by the other party, and will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors and other consultants and advisors in connection with this Agreement who need to know such information. If the transactions contemplated by this Agreement are not consummated, such confidence shall be maintained and, if requested by or on behalf of the furnishing party, the other party will, and will use all reasonable efforts to cause its auditors, attorneys, financial advisors and other consultants, agents and representatives to, return to the furnishing party or destroy all copies of written information so furnished to it or its agents and representatives. (c) Buyer agrees (1) to hold all of the books and records of the Company existing on the Closing Date and not to destroy or dispose of any thereof for a period of six years from the Closing Date or such longer time as may be required by law, and thereafter, if it proposes to destroy or dispose of any of such books and records, to offer first in writing at least sixty days prior to such proposed destruction or disposition to surrender them to the Stockholder and (2) at any time and from time to time following the Closing Date to afford the Stockholder, her accountants and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees of the Company to the extent that such access may be requested for any legitimate purpose (including, without limitation, for the purposes of determining the Tax treatment to the Stockholder of the Stock Exchange) at no cost to the Stockholder (other than for reasonable out-of-pocket expenses).

Investigation of Business; Access to Properties and Records. Records Retention. ----------------- (a) Between After the date hereof of this Agreement, to the extent reasonably requested, upon reasonable advance notice and the Closing Datesubject to applicable law, each of the Company and Buyer shall (and shall cause each of its Subsidiaries to) afford to the officers, employees and authorized representatives of the other party Parent ("Respective Representatives") reasonable -------------------------- access including its attorneys and accountants and any financial institution providing or proposing to their respective offices, properties, books and records during normal business hours in order that such party may have full opportunity to make such investigations as it desires of the affairs of the other party, and the Company and Buyer shall, and shall cause their employees and officers to furnish such data as is reasonably requested by the other party's representatives; provided, -------- however, that such investigation shall be upon reasonable prior written notice ------- and shall not unreasonably disrupt the personnel and operations of the other party. All requests for access shall be made to such representatives of the other party as such party shall designate in writing, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further understood and agreed that neither party nor its representatives shall contact any of the employees, customers, suppliers, joint venture partners, provide or other associates or affiliates of the other party, , underwrite financing in connection with the transactions contemplated by hereby) reasonable access during normal business hours to the properties, books, contracts, commitments, personnel, financial and operating data and records of the Company and its Subsidiaries, and shall furnish to Parent or its authorized representatives, such additional information concerning the Company, its Subsidiaries and their properties, assets, employees, businesses and operations as shall be reasonably requested; provided, however, that no access shall be given to any information that the Company, upon the advice of outside counsel, deems restricted under the HSR Act, including, certain types of information relating to market plans, pricing, customers and vendors. Parent and Merger Sub covenant that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the Company or its Subsidiaries. Parent and Merger Sub also agree that any such access shall not be deemed to permit Parent or Merger Sub to conduct any on site environmental investigations or examinations without the Company's prior written consent. Notwithstanding anything to the contrary contained in this Agreement, whether in person neither the Company nor any of its Subsidiaries shall be required to provide any information that (i) it reasonably believes it may not provide to Parent by reason of applicable law, rules or regulations, (ii) constitutes information protected by telephoneattorney/client privilege, mail or other means of communication, without (iii) the specific prior authorization of the other party. No information or knowledge obtained in any investigation pursuant to this Section 4.1(a) shall affect or be deemed to modify any representation or warranty contained in this Agreement Company or any disclosure schedule of its Subsidiaries is required to keep confidential by reason of contract, agreement or the conditions to the obligations of the parties to consummate the Stock Exchangeunderstanding with third parties. (b) The Stockholder Any information provided to Parent or Merger Sub or their respective representatives pursuant to this Agreement shall be held by Parent, Merger Sub and their representatives in accordance with, and shall be subject to the terms of, (i) that certain Confidentiality Agreement, dated as of December 16, 2003, by and between the Company and Berkshire Partners LLC and (ii) that certain Confidentiality Agreement dated as of January 15, 2004, by and between the Company and Weston Presidio (collectively, the "Confidentiality Agreement")], which is hereby incorporated in this Agreement by reference as though fully set forth in this Agreement and shall continue in force until the Effective Time, at which time such confidentiality agreement shall terminate; provided that Parent, Merger Sub and the Company and Buyer will hold and will cause their respective employees, agents and representatives to hold in confidence, unless compelled to may disclose by judicial or administrative process or, in the opinion of its legal counsel, by other requirements of law, all documents and such information concerning the other party and its Subsidiaries furnished to it as may be necessary in connection with seeking the transactions contemplated by this AgreementParent Required Governmental Approvals, including all analyses, abstracts the Company Required Governmental Approvals and summaries thereof created by the other party, and will not release or disclose such information to any other person, except its auditors, attorneys, financial advisors and other consultants and advisors in connection with Company Stockholder Approval; provided further that if this Agreement who need to know such information. If the transactions contemplated by is terminated in accordance with Article IX of this Agreement are not consummated, such confidence shall be maintained and, if requested by or on behalf of prior to the furnishing partyEffective Time, the other party willConfidentiality Agreement shall remain in full force and effect, and will use all reasonable efforts to cause in accordance with its auditors, attorneys, financial advisors and other consultants, agents and representatives to, return to the furnishing party or destroy all copies of written information so furnished to it or its agents and representativesterms. (c) Buyer agrees (1) to hold all of the books and records of the Company existing on the Closing Date and not to destroy or dispose of any thereof for a period of six years from the Closing Date or such longer time as may be required by law, and thereafter, if it proposes to destroy or dispose of any of such books and records, to offer first in writing at least sixty days prior to such proposed destruction or disposition to surrender them to the Stockholder and (2) at any time and from time to time following the Closing Date to afford the Stockholder, her accountants and counsel, during normal business hours, upon reasonable request, full access to such books, records and other data and to the employees of the Company to the extent that such access may be requested for any legitimate purpose (including, without limitation, for the purposes of determining the Tax treatment to the Stockholder of the Stock Exchange) at no cost to the Stockholder (other than for reasonable out-of-pocket expenses).