ANY ONGOING
LITIGATION, INVESTIGATION, ACTION OR PROCEEDING UNTIL SUCH TIME AS BUYER IS
NOTIFIED OF THE FINAL CONCLUSION OF SUCH MATTER.
(B)
THE PARTIES WILL ALLOW EACH OTHER REASONABLE ACCESS TO SUCH BOOKS AND
RECORDS, AND TO PERSONNEL HAVING KNOWLEDGE OF THE WHEREABOUTS AND/OR CONTENTS OF
SUCH BOOKS AND RECORDS, FOR LEGITIMATE BUSINESS REASONS, SUCH AS THE PREPARATION
OF TAX RETURNS OR THE DEFENSE OF LITIGATION AND RESPONDING TO DATA REQUESTS FROM
GOVERNMENTAL ENTITIES.
EACH PARTY SHALL BE ENTITLED TO RECOVER ITS
OUT-OF-POCKET COSTS (INCLUDING COPYING COSTS) INCURRED IN PROVIDING SUCH RECORDS
AND/OR PERSONNEL TO THE OTHER PARTY.
THE REQUESTING PARTY WILL HOLD IN
CONFIDENCE
33
(EXCEPT AS REQUIRED BY APPLICABLE LAW, AND THEN ONLY AFTER GIVING THE DISCLOSING
PARTY AN OPPORTUNITY TO SEEK AN APPROPRIATE REMEDY) ALL CONFIDENTIAL INFORMATION
IDENTIFIED AS SUCH BY, AND OBTAINED FROM, THE DISCLOSING PARTY, ANY OF ITS
OFFICERS, AGENTS, REPRESENTATIVES OR EMPLOYEES, PROVIDED, HOWEVER, THAT
INFORMATION WHICH (I) WAS IN THE PUBLIC DOMAIN; (II) WAS IN FACT KNOWN TO THE
REQUESTING PARTY PRIOR TO DISCLOSURE BY THE DISCLOSING PARTY, ITS OFFICERS,
AGENTS, REPRESENTATIVES OR EMPLOYEES; OR (III) BECOMES KNOWN TO THE REQUESTING
PARTY FROM OR THROUGH A THIRD PARTY NOT UNDER AN OBLIGATION OF NON-DISCLOSURE TO
THE DISCLOSING PARTY, SHALL NOT BE DEEMED TO BE CONFIDENTIAL INFORMATION.
Section 6.6
Employee Matters.
(A)
PRE-CLOSING AND POST-CLOSING COMPENSATION AND BENEFITS.
THE PARTIES
ACKNOWLEDGE THAT PRIOR TO THE DATE OF THIS AGREEMENT, LODI MANAGEMENT HAS
FURNISHED CERTAIN ADMINISTRATIVE, MANAGEMENT, ACCOUNTING AND OPERATIONAL
SERVICES TO LODI GAS PURSUANT TO THE MANAGEMENT AND SUPPORT SERVICES AGREEMENT
EFFECTIVE AS OF DECEMBER 15, 2005, BY AND BETWEEN LODI MANAGEMENT AND LODI GAS
(THE "SERVICES AGREEMENT").
SELLER SHALL USE ITS REASONABLE EFFORTS TO CAUSE
LODI MANAGEMENT AND LODI GAS TO PERFORM THEIR RESPECTIVE OBLIGATIONS PURSUANT TO
THE SERVICES AGREEMENT DURING THE PERIOD FOLLOWING THE EXECUTION OF THIS
AGREEMENT UNTIL THE CLOSING DATE, AT WHICH TIME THE SERVICES AGREEMENT SHALL BE
TERMINATED.
AS OF THE CLOSING DATE, BUYER SHALL, OR SHALL CAUSE LODI GAS OR ONE
OF BUYER'S AFFILIATES TO, EITHER (I) OFFER TO EMPLOY EACH OF THE LODI MANAGEMENT
EMPLOYEES LISTED IN SCHEDULE 6.6 (WHICH SCHEDULE 6.6 MAY BE UPDATED TO REFLECT
CHANGES THEREIN SINCE THE DATE OF THIS AGREEMENT THROUGH THE CLOSING DATE THAT
HAVE BEEN MADE IN THE ORDINARY COURSE OF BUSINESS; SUCH LISTED EMPLOYEES BEING
TOGETHER, THE "EMPLOYEES"), IN EACH CASE WITH COMPENSATION NOT LESS THAN SUCH
EMPLOYEE'S ANNUAL BASE SALARY FOR 2007 AS OF THE DATE OF THIS AGREEMENT AND WITH
A REASONABLE OPPORTUNITY TO RECEIVE A COMPARABLE BONUS FOR THEIR TARGETED 2007
BONUS AMOUNT AS OF THE DATE OF THIS AGREEMENT (EXCEPT, IN EACH CASE, FOR ANY
EMPLOYEE WHO HAS STARTED EMPLOYMENT AFTER THE DATE OF THIS AGREEMENT, AND THEN
SUCH AMOUNTS SHALL BE AS OF THE DATE OF SUCH EMPLOYMENT) AND OTHERWISE ON TERMS
AND CONDITIONS CONSISTENT WITH THE PROVISIONS OF THIS SECTION 6.6, OR (II)
PROVIDE A SEVERANCE BENEFIT EQUAL TO SUCH EMPLOYEE'S ANNUAL BASE SALARY.
EACH
EMPLOYEE ACTUALLY EMPLOYED BY BUYER, OR ONE