Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the Pre-Closing Period, GHX shall (and shall cause its Subsidiaries to): (a) provide the Stockholder and the Stockholder’s Representatives with reasonable access during normal business hours, upon reasonable notice to GHX, to GHX’s and its Subsidiaries’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries; and (b) provide or make available to the Stockholder and the Stockholder’s Representatives such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Stockholder may reasonably request. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and subject to applicable Antitrust Laws, GHX and the Stockholder shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or the Stockholder, as applicable, in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement (the “Pre-Closing Period”), GHX shall (upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to): : (a) provide the Stockholder Parent and the StockholderParent’s Representatives with reasonable access during normal business hourshours of the Company to the Acquired Corporations’ Representatives, upon reasonable notice to GHXpersonnel, to GHX’s and its Subsidiaries’ personnel and properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariesthe Acquired Corporations; and (b) provide or make available furnish promptly to the Stockholder Parent and the StockholderParent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as the Stockholder Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of any appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period Period, the Company shall, and subject shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to applicable Antitrust LawsParent a copy of all monthly and other interim financial statements as the same become available, GHX (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the Stockholder general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall promptly provide any action described in clauses (i), (ii) and (iii) interfere unreasonably with the other party with copies normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any notice, report customer or other document filed with or sent to any Governmental Body on behalf vendor of GHX or the Stockholder, as applicable, Company in connection with the Merger Mergers or any of the other Contemplated Transactions. The foregoing transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not require GHX to permit be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably such contact shall be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation arranged and supervised by the Stockholder shall limit or otherwise affect any Representatives of the representations, warranties, covenants or obligations of GHX contained in this AgreementCompany.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement (the "Pre-Closing Period"), GHX shall (the Company shall, and shall cause its Subsidiaries the respective Representatives of the Acquired Corporations to): : (a) provide the Stockholder Parent and the Stockholder’s Parent's Representatives with reasonable access during normal business hourshours to the Acquired Corporations' Representatives, upon reasonable notice to GHX, to GHX’s and its Subsidiaries’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariesthe Acquired Corporations; and (b) provide or make available to the Stockholder Parent and the Stockholder’s Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Corporations as the Stockholder Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, GHX and the Stockholder shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or any of the Stockholder, as applicable, Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, ; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the waiver Company or the Company's Representatives with copies of any applicable attorney-client privilege so long as GHX has taken reasonable steps material notice, report or other document filed with or sent to permit inspection any Governmental Body on behalf of Parent or to disclose information described Merger Sub in this clause (ii) on a basis that does not compromise GHX’s privilege connection with respect thereto the Merger or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this Agreementother Contemplated Transactions.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), GHX shall (subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of information, the Company shall, and shall cause its Subsidiaries to): the Representatives of the Acquired Companies to (ai) provide the Stockholder Parent and the StockholderParent’s Representatives with reasonable access during normal business hours, hours upon reasonable advance notice to GHXthe respective Representatives, to GHX’s and its Subsidiaries’ personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries; the Acquired Companies, and (bii) provide or make available to the Stockholder Parent and the StockholderParent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, as the Stockholder Parent may reasonably request. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and subject to applicable Antitrust LawsPeriod, GHX and the Stockholder Company shall promptly provide or make available to Parent with copies of (A) all material operating and financial reports prepared by the Company for the Company’s senior management, including if any (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows, (2) copies of any sales forecasts, marketing plans, development plans, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management, and (3) to the extent not otherwise publicly available in the Company’s filings with the SEC on the SEC website, copies of the audited annual consolidated financial statements of the Company and its consolidated subsidiaries, (B) any written materials or communications sent by or on behalf of the Company to its shareholders, (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies to any party to any Acquired Company Contract or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Contract and that is of the type sent in the ordinary course of business and consistent with copies of past practices), (D) any notice, report or other document filed with or delivered or sent to any Governmental Body on behalf of GHX or the Stockholder, as applicable, in connection with the Merger or any of the other Contemplated Transactionstransactions contemplated by this Agreement, and (E) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body. The foregoing Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall not require GHX to permit any inspection, or to disclose any information, that be conducted in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis manner that does not compromise GHX’s privilege unreasonably interfere with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any conduct of the representations, warranties, covenants business of the Acquired Companies or obligations damage or destroy any material property or assets of GHX contained in this Agreementthe Acquired Companies.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), GHX subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company and Parent shall (each, and shall cause its each of their respective Subsidiaries to): : (a) provide the Stockholder and Representatives of the Stockholder’s Representatives other party with reasonable access during normal business hourshours to its personnel, upon reasonable notice to GHX, to GHX’s tax and its Subsidiaries’ personnel accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide or make available to the Stockholder and Representatives of the Stockholder’s Representatives other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or such Entity and its Subsidiaries as reasonably requested by Parent or the Stockholder Company, as the case may reasonably requestbe. During the Pre- Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and Period, subject to applicable Antitrust LawsLegal Requirements, GHX the Company and the Stockholder Parent shall each promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX any of the Company Entities or the Stockholder, as applicable, Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the “Pre-Closing Period”), GHX shall subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company the Company shall, and shall cause its Subsidiaries to): : (a) provide the Stockholder and the Stockholder’s Representatives of Parent with reasonable access during normal business hours, upon reasonable notice hours to GHX, to GHX’s and its Subsidiaries’ the personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating of the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; provided, that any such access shall be conducted at a reasonable time and in such a manner as not to GHX interfere unreasonably with the operation of any business conducted by the Company or any of its Subsidiaries; and (b) provide or make available to the Stockholder and the Stockholder’s Representatives of Parent with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or of the Company and its Subsidiaries as reasonably requested by Parent. During the Stockholder Pre-Closing Period, the Company and the Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may reasonably requestdeem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and (but subject to applicable Antitrust LawsLegal Requirements, GHX and except in the Stockholder case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), (x) the Company and Parent shall each promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX any of the Target Companies or the Stockholder, as applicable, Parent or Purchaser in connection with the Merger or any of the other Contemplated TransactionsTransactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof, and (y) schedule a weekly meeting (either in person or by phone or video link) of the senior management of the Target Companies with Representatives of Parent to discuss any topics material to the operation of the Target Companies that arose in the prior week or are reasonably expected to arise in the coming week. The foregoing Nothing herein shall not require GHX the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which a Target Company is a party); provided that the parties shall, to the extent reasonably practicable, disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. Nothing in this Section 4.1 shall require the Company to permit any inspectioninspection of, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in disclose: (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX information concerning Acquisition Proposals, which shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosurebe governed by Section 4.4, (ii) any information regarding the waiver deliberations of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of the Company Board or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege the Special Committee with respect thereto to the Contemplated Transactions or any similar transaction or transactions with any other person, the entry into the Agreement, or any materials provided to the Company Board or Special Committee in connection therewith, or (iii) materials prepared by the violation of Company’s, the Company Board’s, or any applicable Legal RequirementSpecial Committee’s financial, accounting, or legal advisors with respect to the Contemplated Transactions or which is subject to an attorney/client or an attorney work product privilege. The parties All information exchanged pursuant to this Section 4.1 shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which be subject to the immediately preceding sentence appliesConfidentiality Agreement. No investigation access or information pursuant to this Section 4.1 shall affect or be deemed to modify any representation or warranty made or deemed made by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this AgreementCompany herein.

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the “Pre-Closing Period”), GHX shall (the Acquired Companies shall, and shall cause its Subsidiaries their Representatives to): : (a) provide the Stockholder Parent and the StockholderParent’s Representatives with reasonable access during normal business hoursto the Acquired Companies’ Representatives, upon reasonable notice to GHX, to GHX’s and its Subsidiaries’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariesthe Acquired Companies; and (b) provide or make available to the Stockholder Parent and the StockholderParent’s Representatives such with copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, as the Stockholder Parent may reasonably request; provided, however, that no information discovered through the access afforded by this 4.1 shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, breach of warranty or breach of covenant. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and subject to applicable Antitrust LawsPeriod, GHX and the Stockholder Company shall promptly provide the other party Parent with copies of: (i) unaudited monthly management accounts of the Acquired Companies and the related unaudited monthly management accounts relating to the operations and statements of cash flows, together with all other material operating and financial reports prepared by the Company for the Company’s senior management; (ii) any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or any of the Stockholder, as applicable, Acquired Companies in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in transactions contemplated by the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or Agreement; (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation material notice, report or other document received by the Stockholder shall limit or otherwise affect any of the representationsAcquired Companies from any Governmental Body; and (iv) any non-privileged notice, warrantiesdocument or other communication sent by or on behalf of, covenants or obligations of GHX contained in this Agreementsent to, the Acquired Companies relating to any pending or threatened Legal Proceeding involving or affecting the Acquired Companies.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement (the “Pre-Closing Period”), GHX shall (upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to): : (a) provide the Stockholder Parent and the StockholderParent’s Representatives with reasonable access during normal business hourshours of the Company to the Acquired Corporations’ Representatives, upon reasonable notice to GHXpersonnel, to GHX’s and its Subsidiaries’ personnel and properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariesthe Acquired Corporations; and (b) provide or make available furnish promptly to the Stockholder Parent and the StockholderParent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as the Stockholder Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of any appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period Period, the Company shall, and subject shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to applicable Antitrust LawsParent a copy of all monthly and other interim financial statements as the same become available, GHX (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the Stockholder general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall promptly provide any action described in clauses (i), (ii) and (iii) interfere unreasonably with the other party with copies normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any notice, report customer or other document filed with or sent to any Governmental Body on behalf vendor of GHX or the Stockholder, as applicable, Company in connection with the Merger 39 Mergers or any of the other Contemplated Transactions. The foregoing transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not require GHX to permit be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably such contact shall be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation arranged and supervised by the Stockholder shall limit or otherwise affect any Representatives of the representations, warranties, covenants or obligations of GHX contained in this AgreementCompany.

Access and Investigation. During Subject to the confidentiality provisions of the Nondisclosure Agreement, during the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time and the valid termination of this Agreement (the “Pre-Closing Period”), GHX shall (the Company shall, and the Company shall cause its Subsidiaries the respective Representatives of the Acquired Corporations to): : (a) provide the Stockholder Parent and the StockholderParent’s Representatives with reasonable access during normal business hoursto the Acquired Corporations’ Representatives, upon reasonable notice to GHX, to GHX’s and its Subsidiaries’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariesthe Acquired Corporations; and (b) provide or make available to the Stockholder Parent and the StockholderParent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Corporations as the Stockholder Parent may reasonably request. Subject to the confidentiality provisions of the Nondisclosure Agreement, during the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and Period, the Company shall, subject to applicable Antitrust Lawsthe confidentiality provisions of the Nondisclosure Agreement, GHX promptly provide Parent with copies of: (i) all material operating and financial reports prepared by the Acquired Corporations for the Company’s senior management, including copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the Stockholder shall promptly provide related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business and consistent with past practices) sent by or on behalf of any of the Acquired Corporations to any party with copies to any Company Contract or sent to any of the Acquired Corporations by any party to any Company Contract; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or any of the Stockholder, as applicable, Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit ; and (v) any inspectionmaterial notice, report or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation other document received by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this AgreementAcquired Corporations from any Governmental Body.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), GHX subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company and Parent shall (each, and shall cause its each of their respective Subsidiaries to): : (a) provide the Stockholder and Representatives of the Stockholder’s Representatives other party with reasonable access during normal business hourshours to its personnel, upon reasonable notice to GHX, to GHX’s tax and its Subsidiaries’ personnel accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide or make available to the Stockholder and Representatives of the Stockholder’s Representatives other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or such Entity and its Subsidiaries as reasonably requested by Parent or the Stockholder Company, as the case may reasonably requestbe. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and Period, subject to applicable Antitrust LawsLegal Requirements, GHX the Company and the Stockholder Parent shall each promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX any of the Company Entities or the Stockholder, as applicable, Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement (the “Pre-Closing Period”), GHX shall (upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to): : (a) provide the Stockholder Parent and the StockholderParent’s Representatives with reasonable access during normal business hourshours of the Company to the Acquired Corporations’ Representatives, upon reasonable notice to GHXpersonnel, to GHX’s and its Subsidiaries’ personnel and properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariesthe Acquired Corporations; and (b) provide or make available furnish promptly to the Stockholder Parent and the StockholderParent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as the Stockholder Parent may reasonably request. Without limiting ; provided, however, that any such access shall be conducted at Parent’s expense, under the generality supervision of any appropriate personnel of the foregoingCompany, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period Period, the Company shall, and subject shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to applicable Antitrust LawsParent a copy of all monthly and other interim financial statements as the same become available, GHX (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the Stockholder general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall promptly provide any action described in clauses (i), (ii) and (iii) interfere unreasonably with the other party with copies normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any notice, report customer or other document filed with or sent to any Governmental Body on behalf vendor of GHX or the Stockholder, as applicable, Company in connection with the Merger Mergers or any of the other Contemplated Transactions. The foregoing transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not require GHX to permit be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably such contact shall be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation arranged and supervised by the Stockholder shall limit or otherwise affect any Representatives of the representations, warranties, covenants or obligations of GHX contained in this AgreementCompany.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with ‎Article 8 (the “Pre-Closing Period”), GHX subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company and Parent shall (each, and shall cause its each of their respective Subsidiaries to): : (a) provide the Stockholder and Representatives of the Stockholder’s Representatives other party with reasonable access during normal business hourshours to its personnel, upon reasonable notice to GHX, to GHX’s tax and its Subsidiaries’ personnel accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide or make available to the Stockholder and Representatives of the Stockholder’s Representatives other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or such Entity and its Subsidiaries as reasonably requested by Parent or the Stockholder Company, as the case may reasonably requestbe. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Company Entities to, permit Parent’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period and Period, subject to applicable Antitrust LawsLegal Requirements, GHX the Company and the Stockholder Parent shall each promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX any of the Company Entities or the Stockholder, as applicable, Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. During Subject to applicable Law, during the Pre-Closing Period, GHX the Company shall, shall ensure that each of the Company’s controlled Subsidiaries (excluding, for the avoidance of doubt, GAC) shall, and shall use reasonable best efforts to cause its Subsidiaries (including by exercising any rights under any applicable governing document) each of the other Acquired Companies to): : (ai) provide the Stockholder Parent and the StockholderParent’s Representatives with reasonable access during normal business hours, upon reasonable notice to GHX, to GHX’s such Acquired Company and its Subsidiaries’ personnel personnel, properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariessuch Acquired Company upon reasonable advance notice during normal business hours and in such a manner as not to unreasonably interfere with the normal operation of the business of such Acquired Company; and (bii) provide or make available to the Stockholder Parent and the StockholderParent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX such Acquired Company, and with such additional financial, operating and other data and information (including preparing and providing complete lists or its Subsidiaries reports of employee and independent contractor information reasonably requested by Parent) regarding such Acquired Company, as the Stockholder Parent may reasonably request. Without limiting ; and (iii) use commercially reasonably efforts to cause such Acquired Companies’ third-party Representatives to cooperate with Parent and Parent’s Representatives in such investigations; provided, that no information or knowledge obtained by Parent or Merger Sub or investigation pursuant to this Section 4.1 or otherwise shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the generality Company herein or the conditions to the obligation of any of party to effect the foregoing, during Merger and otherwise consummate the Pre-Closing Period and subject to applicable Antitrust Laws, GHX and the Stockholder shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or the Stockholder, as applicable, Contemplated Transactions in connection accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or any of investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the other Contemplated Transactions. The representations, warranties, covenants and agreements made by the Company in this Agreement; provided, further, that the foregoing shall not require GHX the Acquired Companies to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could would reasonably be expected to (a) result in (i) the disclosure of any trade secrets of third parties or the violation violate any of any its obligations of GHX to third parties with respect to confidentiality if GHX shall confidentiality, (b) result in a waiver or otherwise jeopardize the protection of any applicable privilege (including attorney‑client privilege) or other immunity or protection or (c) contravene any (1) Law applicable to any of the Acquired Companies or their respective businesses or (2) Contract to which any of the Acquired Companies is a party or by which any of their assets or properties are bound (so long as the Acquired Companies have used reasonable commercially reasonably efforts to obtain the required consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps ). All requests for access or information made pursuant to permit inspection of this Section 4.1 shall be directed to an executive officer or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation other Person designated by the Stockholder Company. All such information shall limit or otherwise affect any be governed by the terms of the representations, warranties, covenants or obligations of GHX contained in this Confidentiality Agreement.

Access and Investigation. During the period from the date of this Agreement through the acceptance of shares of Company Common Stock for purchase pursuant to the Offer (the "Pre-Closing Period"), GHX shall (the Company shall, and shall cause its Subsidiaries the respective Representatives of the Acquired Companies to): : (a) provide the Stockholder Parent and the Stockholder’s Parent's Representatives with reasonable access during normal business hoursto the Acquired Companies' Representatives, upon reasonable notice to GHX, to GHX’s and its Subsidiaries’ personnel and assets Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiariesthe Acquired Companies; and (b) provide or make available to the Stockholder Parent and the Stockholder’s Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as the Stockholder Parent may reasonably request. ; (c) provide to Parent all information concerning the Acquired Companies' business that Parent reasonably requests; (d) permit Parent and its Representatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any customer contact shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such customer contact; and (e) advise Parent of any changes in the shares of Company Common Stock being held in escrow in connection with the acquisition of Altra Software Services, Inc. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and subject (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to applicable Antitrust LawsParent, GHX and the Stockholder Parent shall promptly provide during the other party Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (b) the failure by it to comply with copies or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect, or (d) the commencement of any litigation or Proceeding against or affecting this Agreement, the Offer or the Merger. Notwithstanding anything in this Section 5.1 to the contrary, no notice, report or other document filed with or sent given pursuant to any Governmental Body on behalf of GHX or the Stockholder, as applicable, in connection with the Merger or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX this Section 5.1 shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) effect on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX agreements contained in this AgreementAgreement for purposes of determining satisfaction of any condition contained herein.

Access and Investigation. During Subject to the Pre-Closing Periodterms of the Confidentiality Agreements, GHX shall (during the period commencing upon the execution and shall cause its Subsidiaries to): (a) provide delivery of this Agreement by all of the Stockholder parties hereto and terminating upon the earlier to occur of the Effective Time and the Stockholder’s Representatives termination of this Agreement pursuant to and in accordance with Section 10.1, upon reasonable access notice and during normal business hours, the Company shall, and shall cause the officers, employees, auditors and agents of the Company and each Company Subsidiary to, (i) afford the officers, employees and authorized agents and representatives of Parent reasonable access to the offices, properties, books and records and appropriate officers, employees and representatives of the Company and the Company Subsidiaries, and (ii) furnish to the officers, employees and authorized agents and representatives of Parent such additional financial, Tax and operating data and other information regarding the assets, properties, goodwill and business of the Company and the Company Subsidiaries as Parent may from time to time reasonably request; provided, however, that Parent shall not unreasonably interfere with any of the businesses or operations of the Company or any Company Subsidiary. Subject to the terms of the Confidentiality Agreements, during the period commencing upon the execution and delivery of this Agreement by all of the parties hereto and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 10.1, upon reasonable notice and during normal business hours, Parent shall, and shall cause the officers, employees, auditors and agents of Parent and each Parent Subsidiary to, (i) afford the officers, employees and authorized agents and representatives of the Company reasonable access to GHXthe offices, properties, books and records and appropriate officers, employees and representatives of Parent and the Parent Subsidiaries, and (ii) furnish to GHX’s the officers, employees and its Subsidiaries’ personnel authorized agents and assets and to all existing books, recordsrepresentatives of the Company such additional financial, Tax Returns, work papers and operating data and other documents information regarding the assets, properties, goodwill and information relating to GHX or its Subsidiaries; and (b) provide or make available to the Stockholder business of Parent and the Stockholder’s Representatives such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Parent Subsidiaries as the Stockholder Company may from time to time reasonably request. Without limiting ; provided, however, that the generality of Company shall not unreasonably interfere with any of the foregoing, during the Pre-Closing Period and subject to applicable Antitrust Laws, GHX and the Stockholder shall promptly provide the other party with copies businesses or operations of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or the Stockholder, as applicable, in connection with the Merger Parent or any of the other Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or otherwise affect any of the representations, warranties, covenants or obligations of GHX contained in this AgreementParent Subsidiary.