Common use of ACCESS AND COOPERATION; DUE DILIGENCE Clause in Contracts

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Consummation Date, the Company will afford to the officers and authorized representatives of Pentacon and the Other Founding Companies access to all of the Company's sites, properties, books and records and will furnish Pentacon with such additional financial and operating data and other information as to the business and properties of the Company as Pentacon or the Other Founding Companies may from time to time reasonably request; provided, however, that the Company shall not prior to the Closing Date be required to disclose to the Other Founding Companies, and Pentacon shall not without first obtaining the written approval of the Company disclose to the Other Founding Companies, information relating to pricing or profitability on an account-by-account basis or any pricing information relating to the Company's suppliers on a supplier-by-supplier basis. The Company will cooperate with Pentacon, its representatives, auditors and counsel and the Other Founding Companies in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. Pentacon, Newco, the Stockholders and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, Pentacon will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1(a) requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Consummation Date, the Company will afford to the officers and authorized representatives of Pentacon and the Other Founding Companies access to all of the Company's sites, properties, books and records and will furnish Pentacon with such additional financial and operating data and other information as to the business and properties of the Company as Pentacon or the Other Founding Companies may from time to time reasonably request; provided, however, that the Company shall not prior to the Closing Date be required to disclose to the Other Founding Companies, and Pentacon shall not without first obtaining the written approval of the Company disclose to the Other Founding Companies, information relating to pricing or profitability on an account-by-account basis or any pricing information relating to the Company's suppliers on a supplier-by-supplier basis. The Company will cooperate with Pentacon, its representatives, auditors and counsel and the Other Founding Companies in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. Pentacon, Newco, the Stockholders Stockholder and the Company will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, Pentacon will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1(a) requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Funding and Consummation Date, the Company COMPANY will afford to the officers and authorized representatives of Pentacon CEI and the Other Founding Companies access reasonable access, during normal business hours, to all of the CompanyCOMPANY's sites, properties, books and records and will furnish Pentacon CEI with such additional financial and operating data and other information as to the business and properties of the Company COMPANY as Pentacon CEI or the Other Founding Companies may from time to time reasonably request; provided, however, that the Company shall not prior to the Closing Date be required to disclose to the Other Founding Companies, and Pentacon shall not without first obtaining the written approval of the Company disclose to the Other Founding Companies, information relating to pricing or profitability on an account-by-account basis or any pricing information relating to the Company's suppliers on a supplier-by-supplier basis. The Company COMPANY will cooperate with Pentacon, its representatives, auditors and counsel CEI and the Other Founding Companies and their respective representatives, including CEI's auditors and counsel, in the preparation of any documents or other material (including the Registration Statement) which may be required in connection with any documents or materials required the transactions contemplated by this Agreement. PentaconCEI, NewcoNEWCO, the Stockholders STOCKHOLDERS and the Company COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, Pentacon CEI will cause each of the Other Agreements, binding each of the Other Founding Companies Companies, to enter into contain a provision similar to this Section 7.1(a) 7.1 and a provision similar to Section 14 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents to keep confidential any information obtained by such Other Founding CompanyCompany and to provide the COMPANY with reasonable access and information as will be provided by the COMPANY pursuant to this Section 7.1(a).

ACCESS AND COOPERATION; DUE DILIGENCE. (a) Between the date of this Agreement and the Consummation Date, the Company COMPANY will afford to the officers and authorized representatives of Pentacon VESTCOM and the Other other Founding Companies access to all of the CompanyCOMPANY's (including COS and the COMPANY's other Subsidiaries) key employees, sites, properties, books and records during regular business hours and will furnish Pentacon VESTCOM with such additional financial and operating data and other information as to the business and properties of the Company COMPANY (including the COMPANY'S Subsidiaries) as Pentacon VESTCOM or the Other other Founding Companies may from time to time reasonably request; provided, however, that . The COMPANY will cooperate with VESTCOM and the Company shall not prior to the Closing Date be required to disclose to the Other other Founding Companies, and Pentacon shall not without first obtaining VESTCOM's and the written approval of the Company disclose to the Other other Founding Companies, information relating to pricing or profitability on an account-by-account basis or any pricing information relating to the Company's suppliers on a supplier-by-supplier basis. The Company will cooperate with Pentacon, its ' representatives, auditors and counsel and the Other Founding Companies in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. PentaconVESTCOM, NewcoNEWCO, the Stockholders STOCKHOLDERS party hereto and the Company COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other other Founding Companies as confidential in accordance with the provisions of Section 14 hereof. In addition, Pentacon VESTCOM will cause each of the Other Founding Companies other than the COMPANY to enter into a provision similar identical to this Section 7.1(a) 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents Company to keep confidential any information obtained by such Other Founding Company.

ACCESS AND COOPERATION; DUE DILIGENCE. (ai) Between Provided that each of the Other Agreements has a provision which is substantively substantially the same as this Section 7.1(i), between the date of this Agreement and the Consummation Closing Date, : (i) the Company COMPANY will afford to the officers and authorized representatives of Pentacon and the Other Founding Companies HDS access to all of the CompanyCOMPANY's key employees, sites, properties, books and records and will furnish Pentacon HDS with such additional financial and operating data and other information as to the business and properties of the Company COMPANY as Pentacon or the Other Founding Companies HDS may from time to time reasonably request; provided, however, that (ii) the Company shall not prior to the Closing Date be required to disclose to the Other Founding Companies, and Pentacon shall not without first obtaining the written approval of the Company disclose to the Other Founding Companies, information relating to pricing or profitability on an account-by-account basis or any pricing information relating to the Company's suppliers on a supplier-by-supplier basis. The Company COMPANY will cooperate with PentaconHDS, its representatives, auditors and counsel and the Other Founding Companies in the preparation of any documents or other material which may be required in connection with any documents or materials required by this Agreement. Pentacon; and (iii) the COMPANY shall provide reasonable access to the COMPANY's key employees, Newcobooks, records and other financial data to all Other Companies and their representatives, auditors and counsel; provided that, the Stockholders COMPANY will not be required to -------- ---- disclose competitively-sensitive information to such Other Companies. HDS, the STOCKHOLDERS and the Company COMPANY will treat all information obtained in connection with the negotiation and performance of this Agreement or the due diligence investigations conducted with respect to the Other Founding Companies as confidential in accordance with the provisions of Section 14 hereofhereof and will not use such information for any purpose other than for the evaluation of the transactions contemplated by this Agreement. In addition, Pentacon HDS will cause each of the Other Founding Companies to enter into a provision similar to this Section 7.1(a) 7.1 requiring each such Other Founding Company, its stockholders, directors, officers, representatives, employees and agents Company to keep confidential any information obtained by such Other Founding CompanyCompany and to not use such information for any purpose other than for the evaluation of the transactions contemplated by the applicable Other Agreement. All Other Companies shall be third-party beneficiaries with respect to the covenant of the COMPANY and the STOCKHOLDERS restricting the use of information received by the COMPANY and such STOCKHOLDERS, and the COMPANY shall be a third- party beneficiary with respect to the covenant of the Other Companies restricting the use of COMPANY information received by such Other Companies.