OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED OR INCORPORATED BY REFERENCE THEREIN OR NECESSARY IN ORDER
TO MAKE THE STATEMENTS THEREIN, IN THE LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING.
(G)
EACH OF THE AUDITED AND UNAUDITED FINANCIAL STATEMENTS (INCLUDING ANY
RELATED NOTES) INCLUDED IN THE COMPANY REPORTS TO BE FILED BY THE COMPANY AFTER
THE DATE OF THIS AGREEMENT, WHEN FILED, WILL COMPLY IN ALL MATERIAL RESPECTS
WITH ALL APPLICABLE ACCOUNTING REQUIREMENTS AND WITH THE PUBLISHED RULES AND
REGULATIONS OF THE SEC WITH RESPECT THERETO, WILL HAVE BEEN PREPARED IN
ACCORDANCE WITH GAAP (EXCEPT, IN THE CASE OF UNAUDITED QUARTERLY STATEMENTS, AS
PERMITTED BY FORM 10-Q OF THE SEC) APPLIED ON A CONSISTENT BASIS THROUGHOUT THE
PERIODS INVOLVED (EXCEPT AS MAY BE INDICATED IN THE NOTES THERETO) AND WILL
FAIRLY PRESENT THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS
SUBSIDIARIES AT THE RESPECTIVE DATE THEREOF AND THE CONSOLIDATED RESULTS OF ITS
AND THEIR OPERATIONS AND CASH FLOWS FOR THE PERIODS INDICATED (SUBJECT, IN THE
CASE OF UNAUDITED QUARTERLY STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS,
WHICH WERE NOT AND ARE NOT EXPECTED TO BE MATERIAL IN AMOUNT).
SECTION 6.02.
ACCESS TO INFORMATION; CONFIDENTIALITY OF INFORMATION.
(A)
FROM THE DATE OF THIS AGREEMENT TO THE EFFECTIVE TIME, THE COMPANY SHALL,
AND SHALL CAUSE ITS SUBSIDIARIES AND ITS AND THEIR RESPECTIVE REPRESENTATIVES
TO, AFFORD PARENT AND NEWCO AND THEIR REPRESENTATIVES REASONABLE ACCESS AT ALL
REASONABLE TIMES TO THE OFFICERS, EMPLOYEES, AGENTS, PROPERTIES, OFFICES, PLANTS
AND OTHER FACILITIES AND TO THE BOOKS, PERSONNEL, CONTRACTS AND RECORDS OF THE
COMPANY AND ITS SUBSIDIARIES, AND SHALL FURNISH PARENT AND NEWCO AND THEIR
REPRESENTATIVES WITH ALL SUCH INFORMATION CONCERNING THE BUSINESS, PROPERTIES,
CONTRACTS, ASSETS, LIABILITIES, PERSONNEL AND OTHER ASPECTS OF THE COMPANY AND
ITS SUBSIDIARIES AS PARENT AND NEWCO AND THEIR REPRESENTATIVES MAY FROM TIME TO
TIME REASONABLY REQUEST, SUBJECT TO REQUIREMENTS OF APPLICABLE LAW.
31
(B)
EACH OF THE COMPANY, PARENT, AND NEWCO WILL HOLD ANY NONPUBLIC INFORMATION,
INCLUDING ALL INFORMATION PROVIDED PURSUANT TO SECTION 6.02(A), IN CONFIDENCE TO
THE EXTENT REQUIRED BY, AND IN ACCORDANCE WITH, THE PROVISIONS OF THE LETTER
DATED MARCH 10, 2006 BETWEEN THE COMPANY, PARENT AND NEWCO
(THE "NON-DISCLOSURE
AGREEMENT").
NOTWITHSTANDING THE FOREGOING OR ANYTHING CONTAINED IN THE
NON-DISCLOSURE AGREEMENT TO THE CONTRARY, (I) PARENT AND NEWCO MAY DISCLOSE ANY
SUCH INFORMATION TO ANY POTENTIAL EQUITY OR DEBT FINANCING SOURCES PURSUANT TO
SECTION 6.09 OR TO ANY POTENTIAL STRATEGIC PARTNERS OF PARENT AND NEWCO OR ANY
OF THEIR AFFILIATES AND MAY ENTER INTO DISCUSSIONS AND AGREEMENTS WITH ANY SUCH
EQUITY OR DEBT FINANCING SOURCES OR ANY SUCH STRATEGIC PARTNERS OF PARENT AND
NEWCO OR THEIR AFFILIATES IN CONNECTION WITH EFFECTING THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT (INCLUDING ANY MODIFICATIONS PROPOSED BY PARENT
AND NEWCO PURSUANT TO SECTION 6.3); PROVIDED THAT SUCH FINANCING SOURCES AND
PARTNERS AGREE TO KEEP SUCH INFORMATION CONFIDENTIAL IN ACCORDANCE WITH THE
TERMS OF THE NON-DISCLOSURE AGREEMENT AND (II) THE COMPANY MAY DISCLOSE
INFORMATION IN ACCORDANCE WITH