NORMAL WORKING HOURS TO THE BOOKS, RECORDS AND PERSONNEL OF COMPANY OR
COMPANY SUBSIDIARIES RELATING TO SUCH ASSUMED REMEDIATION OBLIGATIONS AND THE
RELATED OPERATIONS, FACILITIES AND PROPERTIES OF COMPANY AND COMPANY
SUBSIDIARIES.
PRIOR TO DISPOSING OF ANY SUCH BOOKS OR RECORDS, BUYER WILL (OR
WILL CAUSE COMPANY TO) GIVE SELLER A REASONABLE OPPORTUNITY TO TAKE POSSESSION
THEREOF.
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(D)
ANY CLAIM FOR INDEMNIFICATION OR OTHER CLAIM
ARISING UNDER THIS SECTION 11.4 SHALL BE SUBJECT TO THE PROCEDURES SET FORTH IN
SECTIONS 13.3, 13.4, 13.5 AND 13.6 (BUT NOT BY ANY OTHER PROVISIONS OF
ARTICLE 13).
11.5
CASH SWEEP.
IN THE ORDINARY COURSE OF BUSINESS, ALL
CASH BALANCES REMAINING IN COMPANY'S BANK ACCOUNTS AFTER THE PAYMENT OF
OBLIGATIONS DUE ARE TRANSFERRED EACH BUSINESS DAY ON A SAME DAY BASIS TO
SELLER.
EACH SUCH TRANSFER OF CASH BETWEEN COMPANY AND SELLER IS RECORDED AS A
RECEIVABLE OR PAYABLE, AS APPLICABLE, ON EACH ENTITY'S ACCOUNTING RECORDS.
ANY
CASH BALANCES REMAINING IN COMPANY'S OR COMPANY'S SUBSIDIARIES' BANK ACCOUNTS,
AFTER THE PAYMENT OF NORMAL OBLIGATIONS THEN DUE, ON THE LAST BUSINESS DAY
IMMEDIATELY PRECEDING THE CLOSING DATE WILL BE TRANSFERRED ON THE CLOSING DATE
TO AN ACCOUNT DESIGNATED BY SELLER.
DEPOSITS INTO SUCH ACCOUNTS OF COMPANY OR
COMPANY SUBSIDIARIES MADE ON AND AFTER THE CLOSING DATE WILL NOT BE TRANSFERRED
TO SELLER.
IN ADDITION, ANY PAYABLE BALANCE ON THE ACCOUNTING RECORDS OF SELLER
REPRESENTING SWEEPS OF CASH FROM COMPANY OR COMPANY SUBSIDIARIES WILL BE CLEARED
ON THE LAST BUSINESS DAY PRECEDING CLOSING IN THE FORM OF A DIVIDEND FROM
COMPANY TO SELLER AND ANY CASH THAT HAD PREVIOUSLY BEEN SWEPT TO SELLER WILL
REMAIN WITH SELLER.
11.6
CONFIDENTIALITY.
(A)
"CONFIDENTIAL INFORMATION" MEANS THE
FOLLOWING TYPES OF INFORMATION CONCERNING THE BUSINESS AND AFFAIRS OF COMPANY
AND THE COMPANY SUBSIDIARIES TO THE EXTENT THAT COMPANY CURRENTLY TREATS SUCH
INFORMATION AS PROPRIETARY AND CONFIDENTIAL IN THE ORDINARY COURSE OF BUSINESS:
(1)
THE INTELLECTUAL PROPERTY, INCLUDING
PRODUCT SPECIFICATIONS, FORMULAE, COMPOSITIONS, PROCESSES, DESIGNS, SKETCHES,
PHOTOGRAPHS, GRAPHS, DRAWINGS, SAMPLES, INVENTIONS AND IDEAS, PAST, CURRENT AND
PLANNED RESEARCH AND DEVELOPMENT, CURRENT AND PLANNED MANUFACTURING AND
DISTRIBUTION METHODS AND PROCESSES, CUSTOMER LISTS, CURRENT AND ANTICIPATED
CUSTOMER REQUIREMENTS, PRICE LISTS, MARKET STUDIES, BUSINESS PLANS, SOFTWARE,
DATABASE TECHNOLOGIES, SYSTEMS, STRUCTURES, ARCHITECTURES AND DATA (AND RELATED
PROCESSES, FORMULAE, COMPOSITIONS, IMPROVEMENTS, DEVICES, KNOW-HOW, INVENTIONS,
DISCOVERIES, CONCEPTS, IDEAS, DESIGNS, METHODS AND INFORMATION) OF THE BUSINESS,
(2)
ANY AND ALL INFORMATION OF COMPANY
CONCERNING THE BUSINESS (INCLUDING HISTORICAL FINANCIAL STATEMENTS, FINANCIAL
PROJECTIONS AND BUDGETS, HISTORICAL AND PROJECTED SALES, CAPITAL SPENDING
BUDGETS AND PLANS, THE NAMES AND BACKGROUNDS OF KEY PERSONNEL, PERSONNEL
TRAINING AND TECHNIQUES AND MATERIALS), OTHER THAN IN CONNECTION WITH SELLER'S
FINANCIAL REPORTING, AND
(3)
ANY AND ALL NOTES, ANALYSES, COMPILATIONS,
STUDIES, SUMMARIES AND OTHER MATERIAL CONTAINING OR BASED, IN WHOLE OR IN PART,
ON ANY INFORMATION OF COMPANY INCLUDED IN THE FOREGOING.
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Information that is available to the public (other than as a result of any
breach of this Agreement by Seller or its Affiliates) is not Confidential
Information.
(B)
FOR A PERIOD OF