Common use of Review of the Company Clause in Contracts

Review of the Company. Prior to the Closing, the Seller will, and will cause the Company to, permit the Purchaser, directly or through its Affiliates or representatives, to review the properties, books, and records of the Company and their financial and legal conditions to the extent the Purchaser deems it necessary or advisable to familiarize itself with such properties and other matters, provided, however, such review shall not unreasonably disrupt the Company’s operation and provided further that no employee will be approached without consent and coordination of the management of the Company. The Seller will, and will cause the Company to, permit the Purchaser and their representatives to have, after the date of execution of this Agreement, reasonable access to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets and Liabilities of the Company as the Purchaser may from time to time reasonably request, provided, however, such review shall not unreasonably disrupt the Company’s operation. The Seller will, and will cause the Company to, deliver or cause to be delivered to the Purchaser such additional instruments, documents, certificates, and opinions as the Purchaser may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of the Company and/or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the Seller.

Review of the Company. Prior Subject to applicable laws relating to the Closingexchange of information, the Seller willParent may, and will cause prior to the Company to, permit the PurchaserClosing Date, directly or through its Affiliates or representatives, to review the properties, books, books and records of the Company and its subsidiaries and their respective financial and legal conditions condition to the extent the Purchaser deems it they deem necessary or advisable to familiarize itself with such properties and other matters, provided; such review shall not, however, such review shall not unreasonably disrupt affect the Company’s operation representations and provided further that no employee will be approached without consent and coordination warranties made by the Company in this Agreement or the remedies of the management Parent for breaches of those representations and warranties. Subject to applicable laws relating to the Company. The Seller willexchanges of information, and will cause upon reasonable notice, the Company to, shall permit the Purchaser Parent and their its representatives to have, after the date of execution of this Agreement, reasonable full access to the premises and to all the books and records of the Company and its subsidiaries and to cause the officers of the Company to furnish the Purchaser Parent with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company as the Purchaser may Parent shall from time to time reasonably request, provided, however, such review shall not unreasonably disrupt the Company’s operation. The Seller will, and will cause the Company to, shall deliver or cause to be delivered to the Purchaser Parent such additional instruments, documents, certificates, certificates and opinions as the Purchaser Parent may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement hereto and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided Notwithstanding anything herein to the contrary, neither the Company nor any of its subsidiaries shall be required to provide access to, or obtained byto disclose, Purchaser in connection information where such access or disclosure would violate the rights of any customer of the Company or any of its subsidiaries under a written contract with the transactions contemplated hereby shall Company or any of its subsidiaries which is listed on Schedule 6.3, jeopardize the attorney-client privilege, or contravene any judgment, decree or agreement which is binding on the Company entered into prior to the date of this Agreement and which is listed on Schedule 6.3. The Company and its subsidiaries will endeavor to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. The parties hereto acknowledge that the Parent and Custom Papers Group Inc. have entered into a Confidentiality Agreement dated May 21, 1996 (the "Confidentiality Agreement") and that information obtained during any such review will be “Information” for purposes subject to the terms of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of the Company and/or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the Seller.

Review of the Company. Prior The Purchaser may, prior to the ClosingClosing Date, the Seller will, and will cause the Company to, permit the Purchaser, either directly or through its Affiliates or representatives, to review and investigate the properties, books, books and records of the Company and their its financial and legal conditions condition to the extent the Purchaser it deems it necessary or advisable to familiarize itself with such the properties and business and other matters, providedmatters of the Company (such review and investigation is hereinafter referred to as the "Due Diligence Review"); such Due Diligence Review shall not, however, such review shall not unreasonably disrupt affect the Company’s operation right of Purchaser to rely upon (i) the representations and provided further that no employee will be approached without consent warranties made by the Stockholder in this Agreement, and coordination (ii) all information contained in the Exhibits, Schedules and certificates or statements in writing furnished prior to or on the Closing Date to Purchaser by or on behalf of the management Stockholder or by any of the Company's directors or officers in connection with the transactions contemplated by this Agreement. The Seller will, and will Stockholder shall cause the Company to, to permit the Purchaser and their its representatives to havehave full access (during business hours, after the date of execution of this Agreement, upon reasonable access request with notice) to the premises and to all the books and records of the Company and to shall cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company as the Purchaser may shall from time to time reasonably request. The Purchaser's Due Diligence Review shall be conducted in a manner which shall not, providedin any way, however, such review shall not unreasonably disrupt the business of the Company’s operation. Before the Purchaser may commence its Due Diligence Review, the Stockholder shall set forth the reasonable parameters and rules which shall govern Purchaser's conduct of the Due Diligence Review and Purchaser's requirements of discretion and confidentiality pertaining thereto. The Seller willPurchaser shall strictly follow the Stockholder's parameters and rules. In the event of termination of this Agreement, and will cause Purchaser shall keep confidential any information obtained from the Stockholder or the Company toconcerning the properties, operations and business of the Company (unless readily ascertainable from public or published information or trade sources) until the same becomes ascertainable without breach by Purchaser of its obligations hereunder and shall, upon the written request of the Stockholder, return to the Company (whether obtained prior to or after execution of this Agreement) any schedules, statements, documents or other written information obtained in connection therewith. The Stockholder shall deliver or cause to be delivered to Purchaser on the Purchaser Closing Date, and at such other times and places as shall be reasonably agreed upon, such additional instruments, documents, certificates, certificates and opinions as the Purchaser and its counsel may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of the Company and/or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the Seller.

Review of the Company. Prior The Purchaser may, prior to the Closing, the Seller will, and will cause the Company to, permit the PurchaserClosing Date, directly or through its Affiliates or representatives, to review the properties, books, books and records of the Company and their its financial and legal conditions condition to the extent the Purchaser deems it they deem necessary or advisable to familiarize itself with such properties and other matters. Should the Purchaser, provided, however, during the course of such review become aware of facts or circumstances concerning the Company or any of the Sellers which would constitute a breach of any of the representations and warranties of the Company or any Seller, the Purchaser shall promptly notify the Sellers thereof in writing, provided that the failure to so notify the Sellers shall not unreasonably disrupt affect the Company’s operation representations and provided further that no employee will be approached without consent and coordination warranties made by the Company in this Agreement or the remedies of the management Purchaser for breaches of those representations and warranties. The Purchaser has not knowingly withheld from the Company or the Sellers information concerning the Company or any of the CompanySellers which would constitute a breach of any of the representations and warranties of the Company or any Seller. The Seller will, and will cause the Company to, shall permit the Purchaser and their its representatives to have, after the date of execution of this Agreement, reasonable access to the premises and to all the books and records of the Company and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company as the Purchaser may shall from time to time reasonably request, provided, however, such review shall not unreasonably disrupt the Company’s operation. The Seller will, and will cause the Company to, shall deliver or cause to be delivered to the Purchaser such additional instruments, documents, certificates, certificates and opinions as the Purchaser may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement hereto and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained byit being understood that any such additional instruments, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes of the Confidentiality Agreement entered into by the Seller documents, certificates and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller opinions shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Information (as defined therein) of create liability for the Company and/or or the Business, and (b) continue in full force and effect with respect to any other Information of or relating to the SellerSellers not otherwise contemplated by this Agreement.

Review of the Company. Prior The Purchaser may, prior to the Closing, the Seller will, and will cause the Company to, permit the PurchaserClosing Date, directly or and through its Affiliates or representatives, to review the properties, books, books and records of the Company and their its financial and legal conditions as and to the extent the Purchaser deems it they deem necessary or advisable to familiarize itself themselves with such properties and other matters; such review, providedand any information known to the Purchaser, shall not, however, such affect the binding nature of representations and warranties made by the Company or the Principal Shareholders hereunder or the remedies of the Purchaser for breaches of those representations and warranties. With respect to Intellectual Property, notwithstanding anything to the contrary in this paragraph, Purchaser's access to the Intellectual Property shall be limited to review shall not unreasonably disrupt of summary documents regarding patents and trade secrets and engineering documents that show the capability and performance of Company technology, all as the Company may reasonably determine to provide to Purchaser. In furtherance of the foregoing, and notwithstanding anything to the contrary in this paragraph, Purchaser's access to the Company’s operation 's facilities, equipment, technical data, books, records and provided further that no employee will employees may be approached without consent and coordination of the management of limited in the Company's reasonable discretion. The Seller will, and will cause the Company to, shall permit the Purchaser and their its representatives to have, after the date of execution of this Agreement, reasonable full access to the premises premises, personnel, accountants and to all the books and records of the Company and to cause the officers of the Company to furnish the Purchaser with such financial and operating data and other information with respect to the Business, properties, assets business and Liabilities properties of the Company as the Purchaser may from time to time reasonably shall request. In the event of termination of this Agreement without consummation of the transactions contemplated hereby, provided, however, such review the Purchaser shall not unreasonably disrupt keep confidential any information obtained from the Company concerning the Company’s operation. The Seller will's properties, operations and will cause business (unless readily ascertainable from public or published information or trade sources) until the or becomes so ascertainable and, at the request of the Company, shall return to the Company toall copies of any schedules, statements, documents or other written information obtained in connection therewith. In the event that Purchaser in the course of its investigation obtains actual knowledge of a matter and if Purchaser recognizes that such matter constitutes a material breach of a representation or warranty of the Company, Purchaser shall promptly notify the Company of such breach. Within ten (10) days after the date of this Agreement, the Company shall deliver or cause to be delivered to the Purchaser such additional instrumentsa complete and accurate list, documents, certificates, and opinions as certified by the Purchaser may reasonably request for the purpose of (a) verifying the information set forth in this Agreement or on any Schedule attached to this Agreement and (b) consummating or evidencing the transactions contemplated by this Agreement. All nonpublic information provided to, or obtained by, Purchaser in connection with the transactions contemplated hereby shall be “Information” for purposes President of the Confidentiality Agreement entered into by Company, of each Person that at any time received Restricted Shares which timely filed an election under Section 83(b) of the Seller and the Purchaser dated as of December 9, 2009 (the “Non-Disclosure Agreement”). Notwithstanding the foregoing, Seller shall not be required to disclose any information if such disclosure would contravene any applicable Law. Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate Code with respect to any Information (as defined therein) such Restricted Shares, together with copies of the Company and/or the Businesssuch elections, and (b) continue in full force and effect with respect to any other Information of or relating related documents reasonably requested by and satisfactory to the SellerPurchaser.