PURCHASE PRICE
PURSUANT TO, AND IN ACCORDANCE WITH, THIS SECTION 6.3(F), THEN BUYER SHALL,
WITHIN FIVE (5) BUSINESS DAYS AFTER THE DATE ON WHICH THE CPUC ISSUES
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THE ORDER GRANTING SUCH AUTHORITY, PROVIDE WRITTEN NOTICE TO SELLER OF BUYER'S
ELECTION AND THE SPECIFIC REASONS (INCLUDING SPECIFIC REFERENCES TO THE ORDER)
WHY BUYER BELIEVES THAT IT IS NOT REQUIRED TO PAY THE CONTINGENT PURCHASE PRICE.
(G)
IN THE EVENT THAT, AS OF CLOSING, THE COMPANIES SHALL NOT HAVE
RECEIVED AN ORDER FROM THE CPUC GRANTING AUTHORITY FOR THE CONSTRUCTION AND
OPERATION OF THE KIRBY HILLS PHASE II NATURAL GAS STORAGE FACILITY, THEN BUYER
SHALL, AND SHALL ALSO CAUSE THE COMPANIES TO, USE COMMERCIALLY REASONABLE
EFFORTS TO SECURE SUCH ORDER FROM THE CPUC AS CONTEMPLATED BY SECTION 2.1(C).
Section 6.4
Public Disclosures.
Prior to the Closing Date, no party to
this Agreement or its representatives or Affiliates will issue any press release
or make any public disclosure concerning the transactions contemplated by this
Agreement without the prior written consent of the other party.
After the
Closing Date, no party will issue any press release or make any public
disclosure concerning the transactions contemplated by this Agreement or the
contents of this Agreement without the prior written consent of the other party,
which shall not be unreasonably withheld, delayed or conditioned.
Notwithstanding the above, nothing in this Section will preclude any party from
making any disclosures that are required by Law or the rules or regulations of
any agency with jurisdiction over such party (or the securities of any of its
Affiliates) or are necessary and proper in conjunction with the filing of any
Tax Return or other document required to be filed with any Governmental Entity;
provided that the party required to make such disclosure shall allow the other
party reasonable time to review and comment thereon in advance of such
disclosure.
Section 6.5
Access to Records and Personnel.
(A)
BUYER SHALL RETAIN (OR USE REASONABLE EFFORTS TO CAUSE THE COMPANIES
AFTER CLOSING TO RETAIN) THE BOOKS, RECORDS, DOCUMENTS, INSTRUMENTS, ACCOUNTS,
CORRESPONDENCE, WRITINGS, EVIDENCES OF TITLE AND OTHER PAPERS (IN EACH CASE,
INCLUDING ELECTRONIC VERSIONS THEREOF) RELATING TO THE BUSINESS OR THE COMPANIES
AND THE PERIOD BEFORE CLOSING (THE "BOOKS AND RECORDS") FOR THE PERIOD OF TIME
SET FORTH IN ITS RECORDS RETENTION POLICIES ON THE CLOSING DATE OR FOR SUCH
LONGER PERIOD AS MAY BE REQUIRED BY LAW OR ANY APPLICABLE COURT ORDER BUT IN ANY
EVENT FOR AT LEAST SEVEN (7) YEARS.
AFTER THE SEVEN-YEAR PERIOD, BEFORE BUYER
OR THE COMPANIES SHALL DISPOSE OF ANY SUCH BOOKS AND RECORDS, BUYER SHALL GIVE
AT LEAST FORTY-FIVE (45) DAYS' PRIOR WRITTEN NOTICE TO SUCH EFFECT TO SELLER,
AND SELLER SHALL BE GIVEN THE OPPORTUNITY, AT ITS EXPENSE, TO REMOVE AND RETAIN
ALL OR ANY PART OF SUCH BOOKS AND RECORDS AS SELLER MAY ELECT.
NOTWITHSTANDING
THE FOREGOING, BUYER SHALL RETAIN (OR CAUSE THE COMPANIES TO RETAIN) FOR SUCH
LONGER PERIODS ANY AND ALL MATERIAL BOOKS AND RECORDS THAT RELATE TO