confidential and not disclose to any other Person or use for his or its
own benefit or the benefit of any other Person any trade secrets or other
confidential proprietary information in its possession or control relating to
the Transferred Assets. The obligations of Seller under this Section 4.6 shall
not apply to information which (a) is or becomes generally available to the
public without breach of the commitment provided for in this Section; or (b) is
required to be disclosed by law, order or regulation of a court or tribunal or
governmental authority; provided, however, that, in any such case, Seller shall
notify Purchaser as early as reasonably practicable prior to disclosure to allow
Purchaser to take appropriate measures to preserve the confidentiality of such
information.
4.7
Access
(A)
INFORMATION. SELLER AND PURCHASER SHALL
REASONABLY COOPERATE WITH EACH OTHER AFTER THE CLOSING SO THAT (SUBJECT TO ANY
LIMITATIONS THAT ARE REASONABLY REQUIRED TO PRESERVE ANY APPLICABLE
ATTORNEY-CLIENT PRIVILEGE) EACH PARTY HAS ACCESS WITHOUT CAUSING EXCESSIVE
HARDSHIP TO NORMAL OPERATIONS TO THE BUSINESS RECORDS, CONTRACTS AND OTHER
INFORMATION EXISTING AT THE CLOSING DATE AND RELATING TO SELLER (WHETHER IN THE
POSSESSION OF SELLER OR PURCHASER) (INCLUDING COPIES THEREOF) AS IS REASONABLY
NECESSARY FOR THE (I) PREPARATION FOR OR THE PROSECUTION OR DEFENSE OF ANY SUIT,
ACTION, LITIGATION OR ADMINISTRATIVE, ARBITRATION OR OTHER PROCEEDING OR
INVESTIGATION (OTHER-THAN ONE BY OR ON BEHALF OF A PARTY TO THIS AGREEMENT) BY
OR AGAINST PURCHASER OR SELLER (II) PREPARATION AND FILING OF ANY TAX RETURN OR
ELECTION RELATING TO SELLER AND ANY AUDIT BY ANY TAXING AUTHORITY OF ANY RETURNS
OF PURCHASER OR SELLER RELATING THERETO, (III) PREPARATION AND FILING OF ANY
OTHER DOCUMENTS REQUIRED BY GOVERNMENTAL OR REGULATORY BODIES, (IV) TRANSFER OF
DATA TO PURCHASER RELATING TO SELLER AND (V) THE PREPARATION OF ANY REPORTS
NECESSARY FOR THEIR FINANCIAL REPORTING PURPOSES INCLUDING THAT REQUIRED IN
CONNECTION WITH ANY REGISTRATION STATEMENT OR REPORT FILED BY PURCHASER WITH ANY
GOVERNMENTAL AGENCY, THE PARTY REQUESTING SUCH INFORMATION AND ASSISTANCE SHALL
REIMBURSE THE OTHER PARTY FOR ALL OUT-OF-POCKET COSTS AND EXPENSES INCURRED BY
SUCH PARTY IN PROVIDING SUCH INFORMATION AND IN RENDERING SUCH ASSISTANCE. THE
ACCESS TO FILES, BOOKS AND RECORDS CONTEMPLATED BY THIS SECTION 4.7 SHALL BE
DURING NORMAL BUSINESS HOURS AND UPON NOT LESS THAN TWO (2) BUSINESS DAYS PRIOR
WRITTEN REQUEST, AND SHALL IDENTIFY THE SCOPE OF THE INFORMATION TO BE REVIEWED
AND SHALL BE SUBJECT TO SUCH FURTHER REASONABLE LIMITATIONS AS THE PARTY HAVING
CUSTODY OR CONTROL THEREOF MAY IMPOSE TO PRESERVE THE CONFIDENTIALITY OF
INFORMATION CONTAINED THEREIN, AND SHALL NOT EXTEND TO MATERIAL SUBJECT TO A
CLAIM OF PRIVILEGE UNLESS EXPRESSLY WAIVED BY THE PARTY ENTITLED TO CLAIM THE
SAME. THE PARTIES MUTUALLY AGREE TO USE THEIR COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THEIR INDEPENDENT PUBLIC ACCOUNTANTS TO PROVIDE EACH OTHER WITH ANY
NECESSARY OR REQUIRED CONSENTS IN CONNECTION WITH AUDIT OF SELLER.
(B)
FACILITY. FOR COMPLETION OF THE EXISTING
PROJECTS, [***] AFTER THE CLOSING, SELLER SHALL BE ALLOWED TO OVERSEE THE DESIGN