THE BUSINESS AND THE PURCHASED ASSETS (OTHER THAN THE
EXCLUDED ASSETS AND ANY BOOKS AND RECORDS RELATING THERETO), AND SHALL, TO THE
EXTENT PERMITTED BY APPLICABLE LAW ANY APPLICABLE ORDER, MAKE AVAILABLE TO
PURCHASER SUCH FINANCIAL AND OPERATING DATA AND OTHER AVAILABLE INFORMATION WITH
RESPECT TO THE BUSINESS AND THE PURCHASED ASSETS (TO THE EXTENT SUCH DATA OR
INFORMATION IS READILY AVAILABLE UNDER NORMAL OPERATING PROCEDURES), INCLUDING
SUCH INFORMATION RELATING TO THE EMPLOYMENT OF THE BUSINESS EMPLOYEES WITH
RESPECT TO COMPENSATION, SERVICE AND OTHER SIMILAR INFORMATION RELATING TO
SELLER'S EMPLOYMENT OF THE BUSINESS EMPLOYEES, AS PURCHASER SHALL FROM TIME TO
TIME REASONABLY REQUEST FOR THE PURPOSES OF ENABLING PURCHASER TO (I) CONSUMMATE
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, (II) EVALUATE THE POTENTIAL FOR
AND TO PREPARE FOR THE SALE OF CERTAIN OF THE PURCHASED ASSETS (THE "ON-SALE")
(INCLUDING BUT NOT LIMITED TO COOPERATING WITH PURCHASER'S INDEPENDENT
ACCOUNTANTS IN PREPARING AN AUDIT OF THE FINANCIAL RESULTS OF THE PURCHASED
ASSETS OF WHICH PURCHASER MAY DISPOSE, COOPERATING WITH PURCHASER AND ITS
INVESTMENT BANKERS AND INDEPENDENT ACCOUNTANTS IN PREPARING AN INFORMATION
MEMORANDUM WITH RESPECT TO SUCH PURCHASED ASSETS AND PREPARING AN ANALYSIS OF
ISSUES WITH RESPECT TO THE SEPARATION OF SUCH PURCHASED ASSETS FROM THE
BUSINESS); PROVIDED, HOWEVER, THAT IN THE EVENT EMPLOYEES OF SELLER AT ITS
HARRISBURG, PENNSYLVANIA SHARED SERVICES FACILITY DEVOTE MORE THAN ONE HUNDRED
TWENTY (120) HOURS (THE "HOURS CAP") OF EMPLOYEE TIME TO SUCH ON-SALE, PURCHASE
SHALL REIMBURSE SELLER FOR ANY TIME IN EXCESS OF THE HOURS CAP AT THE RATE SET
FORTH IN ITEM FIFTEEN (15) OF THE SERVICES AND PRICING SCHEDULE, WITH RESPECT TO
INFORMATION TECHNOLOGY MATTERS, AND AT THE RATE SET FORTH IN ITEM TWENTY-ONE
(21) OF THE SERVICES AND PRICING SCHEDULE, WITH RESPECT TO FINANCE MATTERS AND
(III) OPERATE THE BUSINESS AS OPERATED PRIOR TO CLOSING IMMEDIATELY AFTER
CLOSING; PROVIDED, HOWEVER, THAT NO SUCH ACCESS SHALL UNREASONABLY INTERFERE
WITH THE SELLER ENTITIES' OR THE CONVEYED ENTITIES' OPERATION OF THEIR
RESPECTIVE BUSINESSES, INCLUDING THE BUSINESS; AND PROVIDED, FURTHER, THAT
SELLER SHALL NOT BE REQUIRED TO TAKE ANY ACTION WHICH COULD CONSTITUTE A WAIVER
OF ATTORNEY-CLIENT PRIVILEGE.
IN CONNECTION WITH ANY ON-SALE, PURCHASER MAY
PROVIDE ANY INFORMATION (AS SUCH TERM IS DEFINED IN THE CONFIDENTIALITY
AGREEMENT) (OTHER THAN ANY INFORMATION THAT WAS PROVIDED TO PURCHASER AND ITS
REPRESENTATIVES IN A "RESTRICTED FOLDER" IN THE ON-LINE DATA ROOM) IN ITS
POSSESSION TO ANY POTENTIAL PURCHASER; PROVIDED THAT (I) PURCHASER SHALL
39
provide to Seller the name of each potential purchaser to whom Purchaser intends
to provide Information in connection with an On-Sale prior to providing any such
Information and (ii) no potential purchaser in connection with an On-Sale shall
be granted access to any employees of Seller and its Affiliates.
Prior to
Purchaser providing any Information to a potential purchaser, such potential
purchaser shall have executed a confidentiality agreement with terms that are no
less restrictive to the potential purchaser than the Confidentiality Agreement
(other than with respect to the cap for consequential and indirect damages) and