RELEASES ATTACHED HERETO AS EXHIBIT E OR SUCH
SUBSTANTIALLY SIMILAR PRESS
48
RELEASES TO BE ISSUED AT CLOSING ANNOUNCING THE CONSUMMATION OF THE TRANSACTIONS
CONTEMPLATED HEREIN) WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER PARTIES
HERETO EXCEPT TO THE EXTENT REQUIRED BY LAW, INCLUDING, WITHOUT LIMITATION, THE
RULES AND REGULATIONS OF ANY SECURITIES EXCHANGE OR SIMILAR REGULATORY AGENCY,
OR UPON ADVICE OF THE PARTIES' RESPECTIVE SECURITIES COUNSEL (AND SUBJECT TO THE
OTHER APPLICABLE REQUIREMENTS OF SECTION 15.11).
PARENT SHALL NOT UTILIZE ANY
NON-PUBLIC INFORMATION CONCERNING THE STOCKHOLDER, THE COMPANY OR ANY OF THEIR
RESPECTIVE AFFILIATES (OTHER THAN THE SURVIVING CORPORATION) OBTAINED IN
CONNECTION WITH THE MERGER AND THE TRANSACTIONS CONTEMPLATED HEREBY EXCEPT FOR
PURPOSES OF CONSUMMATING THE TRANSACTIONS CONTEMPLATED HEREBY.
FOLLOWING THE
CLOSING, THE STOCKHOLDER SHALL NOT UTILIZE ANY NON-PUBLIC INFORMATION CONCERNING
THE SURVIVING CORPORATION, EXCEPT (I) AS OTHERWISE PROVIDED FOR IN THIS
AGREEMENT, (II) IN CONNECTION WITH ANY CLAIMS ARISING UNDER THIS AGREEMENT,
(III) IN CONNECTION WITH ANY ASBESTOS-RELATED LITIGATION OR (IV) TO THE EXTENT
REQUIRED BY LAW OR LEGAL PROCESS.
IN THE EVENT THAT THIS AGREEMENT TERMINATES
WITHOUT THE CONSUMMATION OF THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT, PARENT AND ITS AFFILIATES AND AGENTS (I) SHALL HOLD IN STRICT
CONFIDENCE AND REFRAIN FROM USING ALL NON-PUBLIC INFORMATION RECEIVED IN
CONNECTION WITH THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT
AND (II) SHALL RETURN PROMPTLY UPON THE STOCKHOLDER'S REQUEST ALL SUCH
NON-PUBLIC INFORMATION TO THE PARTY TO WHICH SUCH INFORMATION RELATES.
EACH OF
THE STOCKHOLDER AND PARENT SHALL BE LIABLE FOR ANY BREACH OF ITS RESPECTIVE
OBLIGATIONS AND RESTRICTIONS SET FORTH IN THIS SECTION BY ANY OF ITS RESPECTIVE
EMPLOYEES, AGENTS OR REPRESENTATIVES.
8.5
BOOKS AND RECORDS.
FOLLOWING THE CLOSING, PARENT AND THE
SURVIVING CORPORATION (A) SHALL PERMIT THE STOCKHOLDER TO HAVE REASONABLE ACCESS
TO THE BOOKS AND RECORDS (INCLUDING, WITHOUT LIMITATION, THE ASBESTOS-RELATED
LITIGATION RECORDS) OF THE SURVIVING
49
CORPORATION TO THE EXTENT THE STOCKHOLDER HAS LEGITIMATE NEED THEREFOR RELATED
TO TRANSACTIONS OR EVENTS OCCURRING PRIOR TO THE CLOSING, (B) SHALL PERMIT THE
STOCKHOLDER TO HAVE REASONABLE ACCESS TO EMPLOYEES OF THE SURVIVING CORPORATION
TO OBTAIN INFORMATION RELATING TO SUCH MATTERS, AND (C) AGREE TO PROVIDE THE
STOCKHOLDER WITH SUCH ASSISTANCE AS FROM TIME TO TIME THE STOCKHOLDER MAY
REASONABLY REQUEST, AND SHALL USE THEIR REASONABLE EFFORTS TO COOPERATE WITH THE
STOCKHOLDER IN CONNECTION WITH THE PREPARATION OR FILING OF ANY MATERIALS
RELATING TO TAX, ACCOUNTING, WORKERS' COMPENSATION AND OTHER MATTERS AND THE
STOCKHOLDER'S REVIEW AND APPROVAL OF THE ADDITIONAL ESCROW DEPOSITS.
PARENT
SHALL MAINTAIN SUCH BOOKS AND RECORDS FOR A PERIOD OF TEN (10) YEARS FOLLOWING
THE CLOSING UTILIZING THE SAME STANDARD OF CARE AS IS USED TO MAINTAIN ITS BOOKS
AND RECORDS; PROVIDED, HOWEVER, THAT PARENT SHALL MAINTAIN THE ASBESTOS-RELATED
LITIGATION RECORDS INDEFINITELY UTILIZING THE SAME STANDARD OF CARE CONSISTENT
WITH THE CURRENT PRACTICES OF THE STOCKHOLDER AND THE COMPANY PRIOR TO THE
CLOSING; PROVIDED FURTHER THAT, FOLLOWING THE PASSAGE OF ANY ASBESTOS
LEGISLATION, THE FOREGOING PROVISO SHALL NOT APPLY FOLLOWING