Common use of Access and Cooperation Clause in Contracts

Access and Cooperation. From and after the Closing Date, the parties shall take the following measures in order to facilitate the timely and cost-effective performance of their obligations pursuant to either (x) any environmental transfer Laws ("Transfer Obligations") or (y) the Seller's Remediation pursuant to Section 14.4(b)(C)(ii) ("Seller's Remediation"), in each case concerning any particular property that is either Owned Real Property or Leased Real Property ("Subject Property"): (a) The Seller, and those persons and entities acting at the direction of the Seller, may enter upon and use the Subject Property, at reasonable times and with reasonable notice, including use of roads and driveways, for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation. (b) The Seller may undertake on the Subject Property such Remediation as the Seller, in the Seller's judgment reasonably exercised, deems necessary for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation, provided that such Remediation is in accordance with the standards set forth Sections 14.4(b)(B)(i) and (iii) hereof, and provided that the Seller gives the applicable Purchaser reasonable advance notice of such Remediation. (c) The Seller shall perform all Remediation at the Subject Property in compliance with all Laws, including without limitation, Environmental Laws and in such a manner as to minimize, to the extent practicable, damage to the Subject Property (including to the improvements, fixtures and appurtenances thereon) and the disruption of or interference with the applicable Purchaser's use of the Subject Property (including the improvements, fixtures and appurtenances thereon). (d) To the extent reasonably requested by the Seller, the applicable Purchaser shall: (i) reasonably cooperate with the Seller in all Remediation; (ii) provide reasonable on-site services and support to the Seller's Remediation; (iii) make officers and employees of such Purchaser reasonably available to meet on- or off-site with the Seller and its environmental consultants and other representatives on matters relating to Remediation; (iv) make officers and employees of such Purchaser available to meet with federal, state and local environmental regulatory officials when and as requested by such officials or as reasonably requested by the Seller; (v) provide the Seller reasonable access to and copies of such documents, records and other data of such Purchaser as the Seller may reasonably require

Access and Cooperation. From Seller will and after will cause each other Seller Entity (in each case, with respect to the Business) and each Acquired Company to (a) permit Buyer and its Debt Financing Sources and their representatives to have, upon reasonable advance notice, to Seller, reasonable access during normal business hours to all key personnel, books, properties, records, Contracts, documents and data of the Seller Entities (in each case to the extent relating to the Business) and the Acquired Companies and (b) furnish Buyer, its Debt Financing Sources, and their representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the parties end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices with respect to the Financial Statements and Cree Financial Statements. No information provided to or obtained by Buyer shall take affect any representation or warranty in this Agreement. Notwithstanding anything to the following measures contrary in order this Agreement, neither Seller nor any Affiliate of Seller shall be required to facilitate the timely disclose any information to Buyer, its Debt Financing Sources or its and cost-effective performance of their obligations pursuant to either (x) any environmental transfer Laws ("Transfer Obligations") respective representatives if such disclosure would, or (y) the Seller's Remediation pursuant to Section 14.4(b)(C)(ii) ("Seller's Remediation")would reasonably be expected to, in each case concerning any particular property that is either Owned Real Property or Leased Real Property in Seller’s sole discretion: ("Subject Property"): (ax) The cause significant competitive harm to Seller, and those persons and entities acting at the direction of the Seller, may enter upon and use the Subject Property, at reasonable times and with reasonable notice, including use of roads and driveways, for the purpose of complying with the Seller's Transfer Obligations its Affiliates or performing Seller's Remediation. (b) The Seller may undertake on the Subject Property such Remediation as the Seller, in the Seller's judgment reasonably exercised, deems necessary for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation, provided that such Remediation is in accordance with the standards set forth Sections 14.4(b)(B)(i) and (iii) hereof, and provided that the Seller gives the applicable Purchaser reasonable advance notice of such Remediation. (c) The Seller shall perform all Remediation at the Subject Property in compliance with all Laws, including without limitation, Environmental Laws and in such a manner as to minimize, to the extent practicable, damage to the Subject Property (including to the improvements, fixtures and appurtenances thereon) and the disruption of or interference with the applicable Purchaser's use of the Subject Property their respective businesses (including the improvementsBusiness) if the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; provided, fixtures however, in each case that Seller shall, and appurtenances thereon). (d) To shall cause each of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that the extent reasonably requested Buyer and the Debt Financing Sources and its and their respective representatives may have access to such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the Seller, terms of the applicable Purchaser shall: (i) reasonably cooperate Confidentiality Agreement with the Seller in all Remediation; (ii) provide reasonable on-site services and support respect to the Seller's Remediation; (iii) make officers and employees of such Purchaser reasonably available any access or information provided pursuant to meet on- this Section 4.4 or off-site with the Seller and its environmental consultants and other representatives on matters relating to Remediation; (iv) make officers and employees of such Purchaser available to meet with federal, state and local environmental regulatory officials when and as requested by such officials or as reasonably requested by the Seller; (v) provide the Seller reasonable access to and copies of such documents, records and other data of such Purchaser as the Seller may reasonably requireotherwise.

Access and Cooperation. From and after the Closing Date, the parties shall take the following measures in order to facilitate the timely and cost-effective performance of their obligations pursuant to either (x) any environmental transfer Laws ("Transfer Obligations") or ), (y) the any Seller's Remediation pursuant to or (z) any investigations described in Section 14.4(b)(C)(ii) ("Seller's Remediation")7.27 hereof, in each case concerning any particular property Real Property that is either Owned Real Property or Leased Real Property ("Subject Property"): (a) The Seller, and those persons and entities Persons acting at the direction of the Seller, may enter upon and use the Subject Property, at reasonable times and with reasonable prior notice, including use of roads and driveways, for the purpose of complying with the Seller's Transfer Obligations or and performing Seller's Remediation. (b) The Seller may undertake on the Subject Property such Remediation as the Seller, in the Seller's judgment reasonably exercised, deems necessary for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation, provided that such Remediation is in accordance with the standards set forth Sections 14.4(b)(B)(i) and (iii) hereof, and provided that the Seller gives the applicable Purchaser reasonable advance notice of such Remediation. (c) The Seller shall perform all Remediation at the Subject Property in compliance with all Laws, including without limitationEnvironmental Laws, Environmental Laws and in such a manner as to minimize, to the extent practicable, damage to the Subject Property (including to the improvementsImprovements, fixtures and appurtenances thereon) and the disruption of or interference with the applicable Purchaser's use of the Subject Property (including the improvementsImprovements, fixtures and appurtenances thereon). The Purchaser shall not use the Subject Property in such a manner as would exacerbate the condition that is subject to the Seller's Remediation. Without limiting the foregoing, the Purchaser shall not use the lime ponds at the Miamiville, Ohio, or the Ringgold, Georgia, facilities for any purpose until, with respect to each such facility, an approval from a Governmental Body indicating the completion of such Remediation has been obtained. (c) The Seller shall be responsible for the cost of any repairs, replacements or damages to the Purchaser's Improvements, fixtures and appurtenances within the Subject Property to the extent caused by the act or omission of the Seller or caused by any Seller's Remediation. The Purchaser shall be responsible for the cost of any repairs, replacements or damages to the Seller's Improvements, fixtures and appurtenances within the Subject Property to the extent caused by the act or omission of the Purchaser. (d) To The Seller may connect to any utility lines which serve the extent reasonably requested by the SellerSubject Property, the applicable Purchaser shall: (i) reasonably cooperate with in order to provide water, electric, telephone, sanitary sewer, storm sewer and other utility services to the Seller in all Remediation; (ii) provide reasonable on-site services and support to connection with the Seller's Remediation; (iii) make officers provided, that the Seller shall obtain all necessary utility approvals and employees permits prior to making any connections; and that further, the Seller shall reimburse the Purchaser for all costs which the Purchaser incurs as a result of the Seller's use of such Purchaser reasonably available to meet on- or off-site with the Seller and its environmental consultants and other representatives on matters relating to Remediation; (iv) make officers and employees of such Purchaser available to meet with federal, state and local environmental regulatory officials when and as requested by such officials or as reasonably requested by the Seller; (v) provide the Seller reasonable access to and copies of such documents, records and other data of such Purchaser as the Seller may reasonably requireutilities.

Access and Cooperation. From and after the Closing Date, the parties shall take the following measures in order to facilitate the timely and cost-effective performance of their the Sellers’ obligations pursuant to either (x) Section 13.2 with respect to any environmental transfer Laws ("Transfer Obligations") or (y) the Seller's Remediation pursuant to Section 14.4(b)(C)(ii) ("Seller's Sellers’ Remediation"), in each case concerning any particular property Real Property that is either Owned Real Property or Leased Real Property ("“Subject Property"”): (a) The SellerSellers, and those persons and entities Persons acting at the direction of the SellerSellers, may enter upon and use the Subject Property, at reasonable times and with reasonable prior notice, including use of roads and driveways, for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Sellers’ Remediation.; (b) The Seller may undertake on the Subject Property such Remediation as the Seller, in the Seller's judgment reasonably exercised, deems necessary for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation, provided that such Remediation is in accordance with the standards set forth Sections 14.4(b)(B)(i) and (iii) hereof, and provided that the Seller gives the applicable Purchaser reasonable advance notice of such Remediation. (c) The Seller Sellers shall perform all Sellers’ Remediation at the Subject Property in material compliance with all applicable Laws, including without limitationEnvironmental Laws, Environmental Laws and in such a manner as to minimize, to the extent reasonably practicable, damage to the Subject Property (including to the improvementsImprovements, fixtures and appurtenances thereon) and the disruption of or interference with the applicable Purchaser's ’s use of the Subject Property (including the improvementsImprovements, fixtures and appurtenances thereon).; (c) The Sellers shall be responsible for the reasonable cost of any repairs, replacements or damages to the Purchaser’s Improvements, fixtures and appurtenances within the Subject Property and for any other Losses to the extent caused by the act or wrongful omission of the Sellers in connection with any Sellers’ Remediation. The Purchaser shall be responsible for the reasonable cost of any repairs, replacements or damages to the Sellers’ Improvements, fixtures and appurtenances within the Subject Property and for any other Losses to the extent caused by the act or wrongful omission of the Purchaser; and (d) To The Sellers may connect to any utility lines that serve the extent reasonably requested by Subject Property, in order to provide water, electric, telephone, sanitary sewer, storm sewer and other utility services to the SellerSellers in connection with the Sellers’ Remediation; provided, that the Sellers shall, with the Purchaser’s reasonable cooperation, obtain all necessary utility approvals and permits prior to making any connections; and that further, the applicable Sellers shall reimburse the Purchaser shall: (i) reasonably cooperate with for all reasonable costs that the Seller in all Remediation; (ii) provide reasonable on-site services and support to Purchaser incurs as a result of the Seller's Remediation; (iii) make officers and employees Sellers’ use of such Purchaser reasonably available to meet on- or off-site with the Seller and its environmental consultants and other representatives on matters relating to Remediation; (iv) make officers and employees of such Purchaser available to meet with federal, state and local environmental regulatory officials when and as requested by such officials or as reasonably requested by the Seller; (v) provide the Seller reasonable access to and copies of such documents, records and other data of such Purchaser as the Seller may reasonably requireutilities.

Access and Cooperation. From and after the Closing Date, the parties shall take the following measures in order to facilitate the timely and cost-effective performance of their Seller’s obligations pursuant to either (x) Section 13.2 with respect to any environmental transfer Laws ("Transfer Obligations") or (y) the Seller's Remediation pursuant to Section 14.4(b)(C)(ii) ("Seller's ’s Remediation"), in each case concerning any particular property Real Property site that is either Owned Real Property or Leased Real Property ("Subject Property"):: (a) The Seller, and those persons and entities Persons acting at the direction of the Seller, may enter upon and use the Subject PropertyReal Property site, at reasonable times and with reasonable prior notice, including use of roads and driveways, for the purpose of complying with the Seller's Transfer Obligations or performing Seller's ’s Remediation.; (b) The Seller may undertake on the Subject Property such Remediation as the Seller, in the Seller's judgment reasonably exercised, deems necessary for the purpose of complying with the Seller's Transfer Obligations or performing Seller's Remediation, provided that such Remediation is in accordance with the standards set forth Sections 14.4(b)(B)(i) and (iii) hereof, and provided that the Seller gives the applicable Purchaser reasonable advance notice of such Remediation. (c) The Seller shall perform all Seller’s Remediation at the Subject Real Property site in material compliance with all applicable Laws, including without limitationEnvironmental Laws, Environmental Laws and in such a manner as to minimize, to the extent reasonably practicable, damage to the Subject Real Property site (including to the improvementsImprovements, fixtures and appurtenances thereon) and the disruption of or interference with the applicable Purchaser's ’s use of the Subject Real Property site (including the improvementsImprovements, fixtures and appurtenances thereon).; (c) The Seller shall be responsible for the reasonable cost of any repairs, replacements or damages to the Purchaser’s Improvements, fixtures and appurtenances within the Real Property site and for any other Losses to the extent caused by the act or wrongful omission of the Seller in connection with any Seller’s Remediation. The Purchaser shall be responsible for the reasonable cost of any repairs, replacements or damages to the Seller’s Improvements, fixtures and appurtenances within the Real Property site and for any other Losses to the extent caused by the act or wrongful omission of the Purchaser; and (d) To The Seller may connect to any utility lines that serve the extent reasonably requested by the SellerReal Property site, the applicable Purchaser shall: (i) reasonably cooperate with in order to provide water, electric, telephone, sanitary sewer, storm sewer and other utility services to the Seller in all connection with the Seller’s Remediation; (ii) provide provided, that the Seller shall, with the Purchaser’s reasonable on-site services cooperation, obtain all necessary utility approvals and support permits prior to making any connections; and that further, the Seller shall reimburse the Purchaser for all reasonable costs that the Purchaser incurs as a result of the Seller's Remediation; (iii) make officers and employees ’s use of such Purchaser reasonably available to meet on- or off-site with the Seller and its environmental consultants and other representatives on matters relating to Remediation; (iv) make officers and employees of such Purchaser available to meet with federal, state and local environmental regulatory officials when and as requested by such officials or as reasonably requested by the Seller; (v) provide the Seller reasonable access to and copies of such documents, records and other data of such Purchaser as the Seller may reasonably requireutilities.