PURCHASER REASONABLE ACCESS TO THE BOOKS AND
RECORDS OF THE COMPANY AND TO THE EMPLOYEES WORKING FOR THE COMPANY (ALL AT
REASONABLE TIMES DURING REGULAR BUSINESS HOURS, UPON PRIOR NOTICE TO THE PLANT
MANAGER OF THE COMPANY LISTED ON SCHEDULE 1.1 HERETO AND IN A MANNER SO AS NOT
TO INTERFERE WITH THE NORMAL BUSINESS OPERATIONS OF THE COMPANY) IN ORDER THAT
PURCHASER MAY HAVE AN OPPORTUNITY TO MAKE SUCH INVESTIGATIONS AS IT SHALL DESIRE
INTO THE COMPANY AND ITS BUSINESS.
7.02
CONFIDENTIALITY.
(A)
GENERAL.
ANY CONFIDENTIAL INFORMATION FURNISHED BY SELLER TO
PURCHASER ON AND AFTER THE EFFECTIVE DATE SHALL BE SUBJECT TO THE
CONFIDENTIALITY AGREEMENT.
IN THE EVENT OF ANY CONFLICT BETWEEN THIS AGREEMENT
AND THE CONFIDENTIALITY AGREEMENT, THE PROVISIONS OF THE CONFIDENTIALITY
AGREEMENT SHALL PREVAIL.
(B)
REGULATORY AUTHORITIES AND COURT OF COMPETENT JURISDICTION. EITHER
PARTY MAY DISCLOSE CONFIDENTIAL INFORMATION TO ANY GOVERNMENTAL AUTHORITY OR
COURT OF COMPETENT JURISDICTION WHERE SUCH DISCLOSURE IS NECESSARY TO COMPLY
WITH SECTION 7.13 HEREOF.
TO THE EXTENT PERMITTED BY APPLICABLE GOVERNMENTAL
RULES, THE DISCLOSING PARTY SHALL SEEK CONFIDENTIAL TREATMENT FOR THE
CONFIDENTIAL INFORMATION PROVIDED TO ANY GOVERNMENTAL AUTHORITY AND THE
DISCLOSING PARTY SHALL NOTIFY THE OTHER PARTY AS FAR IN ADVANCE AS IS
PRACTICABLE OF ITS INTENTION TO RELEASE CONFIDENTIAL INFORMATION TO ANY
GOVERNMENTAL AUTHORITY TO ENABLE THE OTHER PARTY TO SEEK INJUNCTIVE RELIEF.
(C)
DISCLAIMER REGARDING TAX TREATMENT.
NOTWITHSTANDING ANYTHING IN
THIS AGREEMENT OR IN ANY OTHER WRITTEN OR ORAL UNDERSTANDING OR AGREEMENT TO
WHICH THE PARTIES HERETO MAY BE BOUND, EACH PARTY MAY (I) CONSULT ANY TAX
ADVISOR REGARDING THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT, AND (II) AT ANY TIME DISCLOSE TO ANY
24
PERSON, INSOFAR AS REQUIRED TO COMPLY WITH TREASURY REGULATIONS SECTION
1.6011-4(B)(3), THE TAX TREATMENT AND TAX STRUCTURE OF SUCH TRANSACTIONS AND ALL
MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX ANALYSES) THAT ARE
PROVIDED RELATING TO SUCH TAX TREATMENT OR TAX STRUCTURE.
THE PRECEDING
SENTENCE IS INTENDED TO SATISFY THE REQUIREMENTS FOR THE TRANSACTIONS
CONTEMPLATED HEREIN TO AVOID CLASSIFICATION AS A "CONFIDENTIAL TRANSACTION" FOR
PURPOSES OF TREASURY REGULATIONS SECTION 1.6011-4(B)(3) AND SHALL BE INTERPRETED
CONSISTENT WITH SUCH INTENT.
THIS AUTHORIZATION IS NOT INTENDED TO PERMIT
DISCLOSURE OF ANY INFORMATION THAT IS UNRELATED TO THE TAX TREATMENT OR TAX
STRUCTURE OF ANY TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING (I) THE IDENTITIES
OF PARTICIPANTS OR POTENTIAL PARTICIPANTS IN ANY SUCH TRANSACTIONS, (II) THE
EXISTENCE OR STATUS OF ANY NEGOTIATIONS, AND (III) ANY PRICING OR FINANCIAL
INFORMATION, EXCEPT IN EACH CASE TO THE EXTENT SUCH INFORMATION IS RELATED TO
THE TAX TREATMENT OR TAX STRUCTURE OF ANY SUCH TRANSACTIONS.
IN ADDITION, EACH
PARTY ACKNOWLEDGES THAT IT HAS NO PROPRIETARY OR EXCLUSIVE RIGHTS TO THE FEDERAL
TAX STRUCTURE OF SUCH TRANSACTIONS OR ANY FEDERAL TAX MATTER OR FEDERAL TAX IDEA
RELATED TO SUCH TRANSACTIONS.
(D)
SURVIVAL.
THE OBLIGATIONS OF THE PARTIES IN THIS SECTION 7.02
WILL SURVIVE THE TERMINATION OF THIS AGREEMENT, THE DISCHARGE OF ALL OTHER
OBLIGATIONS OWED BY THE PARTIES TO EACH