ANY
SUCH PERSON MAY REASONABLY BE REQUIRED IN CONNECTION WITH ANY ACTION, SUIT,
PROCEEDING, CLAIM, ARBITRATION, LITIGATION, OR FORMAL OR INFORMAL REGULATORY
PROCEEDING OR INQUIRY, IN WHICH THE REQUESTING PARTY MAY FROM TIME TO TIME BE
INVOLVED RELATING TO OR REFERRING IN ANY MANNER TO THE BUSINESS, EITHER ACQUIRED
COMPANY (WHETHER OR NOT SUCH ACQUIRED COMPANY IS A PARTY TO SUCH MATTER) AS SUCH
BUSINESSES WERE CONDUCTED PRIOR TO THE CLOSING (AND THE PARTIES WILL CAUSE SUCH
REPRESENTATIVES TO COOPERATE WITH THE REQUESTING PARTY TO PRODUCE (AND PROVIDE
COPIES OR EXTRACTS THEREOF), SUBJECT TO AND IN ACCORDANCE WITH THIS SECTION,
SUCH BOOKS AND RECORDS (INCLUDING CORPORATE AND RELATED RECORDS) AS ARE
REASONABLY REQUIRED IN CONNECTION WITH SUCH MATTERS).
EXCEPT AS OTHERWISE
AGREED BETWEEN THE PARTIES, THE PARTIES AGREE TO REIMBURSE EACH OTHER FOR
REASONABLE OUT-OF-POCKET EXPENSES INCURRED BY THE OTHER IN CONNECTION WITH
PROVIDING INDIVIDUALS, WITNESSES AND/OR BOOKS AND RECORDS PURSUANT TO THIS
SECTION.
D)
UNTIL THE CLOSING, THE PARTIES PROMPTLY SHALL
NOTIFY EACH OTHER IN WRITING OF ANY FACT, CHANGE, CONDITION, CIRCUMSTANCE OR
OCCURRENCE OR NONOCCURRENCE OF ANY EVENT OF WHICH IT IS AWARE THAT WILL OR IS
REASONABLY LIKELY TO RESULT IN ANY OF THE CONDITIONS BECOMING INCAPABLE OF BEING
SATISFIED OR THAT WILL OR IS REASONABLY LIKELY TO RESULT IN A CLAIM FOR
INDEMNIFICATION.
e)
Nothing in this Contract limits GE User and
BAC's ability and rights to use and have access to the areas subleased or to be
subleased to them or to be allocated to them under other contractual
arrangements in accordance with the terms thereof.
ARTICLE VII
COVENANTS
SECTION 7.1
DUE DILIGENCE REVIEW.
IN ORDER
TO ACCOMMODATE THE SELLERS' DESIRED CLOSING DATE, THE BUYERS HAVE BEEN UNABLE TO
COMPLETE A FULL DUE DILIGENCE REVIEW OF THE ASSETS, PROPERTIES, BOOKS AND
RECORDS OF THE ACQUIRED COMPANIES.
THE SELLERS SHALL PROVIDE THE BUYERS AND/OR
THEIR DESIGNATED AGENTS OR CONSULTANTS WITH THE ACCESS TO SUCH PROPERTY WHICH
BUYERS, THEIR AGENTS OR CONSULTANTS REQUIRE TO CONDUCT THE DUE DILIGENCE REVIEW
TO THE EXTENT FEASIBLE PRIOR TO THE CLOSING DATE.
SECTION 7.2
CONFIDENTIALITY.
A)
SUBJECT TO SECTION 10.2, EACH SELLER
UNDERTAKES TO THE BUYERS, FOR ITSELF AND AS AGENTS AND TRUSTEES OF THE ACQUIRED
COMPANIES, AND EACH BUYER UNDERTAKES TO THE SELLERS, THAT IT SHALL TREAT AS
CONFIDENTIAL ALL PROPRIETARY OR CONFIDENTIAL INFORMATION AND ANY OTHER
INFORMATION RECEIVED OR OBTAINED AS A RESULT OF ENTERING INTO OR PERFORMING THIS
AGREEMENT WHICH RELATES TO:
I.
THE OTHER PARTY AND ITS BUSINESS
INCLUDING, WHERE THAT OTHER PARTY IS THE SELLER, THE ACQUIRED COMPANIES PRIOR TO
THE CLOSING DATE;
21
II.
THE PROVISIONS OR THE SUBJECT
MATTER OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT AND ANY CLAIM OR
POTENTIAL CLAIM THEREUNDER; OR
III.
THE NEGOTIATIONS RELATING TO THIS
AGREEMENT AND THE TRANSACTION DOCUMENTS.
B)
SECTION 7.2(A) DOES NOT APPLY TO DISCLOSURE
OF ANY SUCH INFORMATION:
I.
WHICH IS REQUIRED TO BE
DISCLOSED BY LAW, BY A RULE OF A LISTING AUTHORITY OR STOCK EXCHANGE TO WHICH
ANY PARTY OR AN