Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. ‌ (a) From the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VII, the Company shall allow Parent and its financing parties and their respective representatives to make such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessary. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and its Subsidiaries and their respective properties, books, records and commitments. The Company shall promptly furnish Parent and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent (but in any event within three (3) Business Days'), but only during normal business hours, and shall be conducted at Parent's expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders' equity and cash flow within thirty calendar days after the end of each month. (b) The parties hereto will hold any non-public information regarding the other parties, their Subsidiaries and their respective businesses in confidence in accordance with the terms of the Confidentiality Agreement.

Access and Information; Confidentiality. ‌ (a) From Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VIIVIII, the Company shall allow Parent Buyer and its financing parties authorized representatives (including legal counsel, accountants, consultants and their respective representatives Financing Sources) to make such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessarynecessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and the properties and books and records of the Company and its Subsidiaries and their respective properties, books, records and commitmentsSubsidiaries. The Company shall promptly furnish Parent Buyer and its such representatives with such financial, operating and other data and information and copies of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent Buyer shall from time to time reasonably request. All access and investigation pursuant to this Section 5.2 6.3 shall be permitted reasonably promptly following coordinated through the Company’s General Counsel, shall occur only upon reasonable notice by Parent (but in any event within three (3) Business Days'), but only and during normal business hours, hours and shall be conducted at Parent's Buyer’s expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice Notwithstanding anything herein to the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoingcontrary, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where to the extent such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders' equity and cash flow within thirty calendar days after the end of each month. (b) The parties hereto will hold any non-public information regarding the other parties, their Subsidiaries and their respective businesses which is obtained in confidence connection herewith in accordance with the terms of the Confidentiality Agreement and, in the event this Agreement is terminated for any reason, the parties hereto shall promptly return or destroy such information in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall survive any termination of this Agreement.

Access and Information; Confidentiality. ‌ (a) From the date of this Agreement until the earlier of (i) the Closing Closing, and (ii) the termination of this Agreement in accordance with Article VIIX, the Company shall allow Parent Buyer and its financing parties and their respective representatives Representatives to make such reasonable investigation investigation, upon reasonable notice and during normal business hours, under the supervision of the Company’s personnel and in such a manner as not to materially interfere with the normal operations of the Company, of the business, operations and properties of the Company or any * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and its Subsidiaries has been filed separately with the Securities and Exchange Commission. Subsidiary of the Company as Parent deems is reasonably necessarynecessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) Representatives of the Company and its Subsidiaries and their respective the properties, books, records and commitmentscommitments of the Company and its Subsidiaries. The Company shall promptly furnish Parent Buyer and its representatives Representatives with such financial, operating and other data and information and copies maintained by the Company in the ordinary course of documents business with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent Buyer shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent request (but in any event within three (3) Business Days')for the avoidance of doubt, but only during normal business hours, and shall be conducted at Parent's expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or not be required to prepare any additional materials that Parent or its representatives intend to conduct or revieware not otherwise prepared by the Company absent entering into this Agreement, except as applicable. The Company shall be entitled to have representatives present at all times during any such inspectionexplicitly set forth herein). Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries no access or information shall be required pursuant to provide this Section 6.2 to the extent that in the reasonable good faith judgment of the Company, (i) applicable Law requires the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) the information is subject to disclose confidentiality obligations to a third party or (iii) disclosure of any such information where such access or disclosure document would jeopardize attorney-client privilege or the attorney-client privilege of work product doctrine; provided, however, that the Company or any shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to negotiate in good faith agreements or contravene arrangements that permit the provision of such information to Buyer without having any Lawsuch effects. During As soon as reasonably practicable following the period prior to the Closing Datedate hereof, and in any event no later than October 15, 2018, the Company shall provide Parent consolidated monthly balance sheetsto Buyer its financial statements for the month ended August 31, 2018. In addition, following September 30, 2018, the Company shall use commercially reasonable efforts to perform a quarter-end closing of its financial results and provide to Buyer its financial statements of operationsfor the nine months ended September 30, stockholders' equity and cash flow within thirty calendar days after the end of each month2018 as soon as reasonably practicable thereafter. (b) The parties hereto will hold any non-public information regarding the other parties, their Subsidiaries and their respective businesses in confidence in accordance with the terms of the Confidentiality Agreement.

Access and Information; Confidentiality. ‌ (a) From Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing Closing, and (ii) the termination of this Agreement in accordance with Article VIIXI, the Company shall (x) allow Parent Buyer and its financing parties and their respective representatives Representatives to make such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessary. Such investigation shall include Company, including granting reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) Representatives of the Company and its Subsidiaries and their respective the properties, books, books and records and commitments. The of the Company shall promptly furnish Parent and its representatives Subsidiaries and (y) furnish Buyer and its Representatives with such financial, operating and other data and information and copies of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent Buyer shall from time to time reasonably request. Notwithstanding anything to the contrary in this Section 6.2(a), the foregoing shall (a) be permitted only to the extent reasonably necessary to enable Buyer to complete the transactions contemplated by this Agreement, (b) not apply with respect to any information the disclosure of which would, based on the advice of the Company’s outside counsel, waive any privilege or breach any duty of confidentiality owed to any Person without the consent of the beneficiary thereof of which the Company shall promptly notify Buyer, (c) not apply with respect to any document or information regarding the Company’s or any of its Subsidiaries’ entry into or conducting of a competitive sale process prior to the execution of this Agreement, (d) not apply with respect to any investigation, sampling or testing of any environmental media at any properties of the Company or its Subsidiaries, except with the Company’s prior written consent (e) not apply to such portions of documents or information relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Company’s outside counsel, might reasonably result in antitrust difficulties between the Company and its Subsidiaries and Buyer or any of their respective Affiliates and (f) not apply with respect to any document or information the disclosure of which would be in violation of applicable Laws of any Governmental Entity or the provisions of any agreement to which the Company or any of its Subsidiaries is a party. Neither Buyer nor Merger Sub shall, prior to the Closing Date, have any contact whatsoever with respect to the Company or any of its Subsidiaries or with respect to the transactions contemplated by this Agreement, with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of the Company or any of its Subsidiaries, except in consultation with the Company and then only with the express prior approval of the Company (which approval shall not be unreasonably withheld, conditioned or delayed). (b) All access and investigation pursuant to this Section 5.2 6.2 shall be permitted reasonably promptly following coordinated through the Company’s Chief Financial Officer, shall occur only upon reasonable notice by Parent (but in any event within three (3) Business Days'), but only and during normal business hours, hours and shall be conducted at Parent's Buyer’s expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company Subsidiaries and shall be entitled subject to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege existing confidentiality obligations of the Company or any of and its Subsidiaries or contravene any and applicable Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders' equity and cash flow within thirty calendar days after the end of each month. (b) The parties hereto will hold any non-public information regarding the other parties, their Subsidiaries and their respective businesses in confidence in accordance with the terms of the Confidentiality Agreement.

Access and Information; Confidentiality. ‌ (a) From Subject to Applicable Law, Competition Law or any applicable Orders, the Company shall, and shall cause its Subsidiaries to, during the period from and after the date hereof until the Effective Time or the earlier termination of this Agreement until the earlier of Agreement, upon reasonable advance notice: (i) the Closing and (ii) the termination of this Agreement in accordance with Article VII, the Company shall allow afford Parent and its financing parties authorized officers, directors, employees, accountants, counsel, investment bankers, consultants and their respective representatives to make such other advisors and agents (collectively, “Representatives”) reasonable investigation access, at reasonable times during normal business hours, in the presence of at least one (1) Representative of the businessCompany, operations to the premises, properties, Contracts, books and properties records, and other documents and financial, operating and other data of the Company and its Subsidiaries as Parent deems may reasonably necessary. Such investigation shall include reasonable access request; (ii) furnish to Parent and Merger Sub such financial and operating data and other information that is available relating to the respective directors, officers, employees, agents Business (but only to the extent directly and representatives solely related to the Business) as Parent may reasonably request; and (including legal counsel and independent accountantsiii) instruct the appropriate employees of the Company and its Subsidiaries and their respective properties, books, records and commitments. The Company shall promptly furnish to cooperate reasonably with Parent and its representatives Representatives in connection with the foregoing; provided that, in each case, such financialaccess, operating and other data and furnishing of information and copies cooperation shall not (w) unreasonably disrupt the operations of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent its Subsidiaries, (but in any event within three (3x) Business Days'), but only during normal business hours, and shall be conducted at Parent's expense and in such a manner as not to interfere with the normal operations of the business of require the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to permit any inspection or to disclose any information where such access that in the reasonable judgment of the Company or any of its Subsidiaries, as applicable, would result in the disclosure would jeopardize of any trade secrets or violate any of their respective obligations or policies with respect to confidentiality, (y) require the attorney-client privilege Company or any of its Subsidiaries to disclose any privileged information of the Company or any of its Subsidiaries or contravene any Law. During the period prior to the Closing Date, (z) require the Company shall provide Parent consolidated monthly balance sheets, statements or any of operations, stockholders' equity and cash flow within thirty calendar days after its Subsidiaries to disclose any financial or proprietary information of or regarding the end Affiliates of each monththe Company (excluding the Subsidiaries of the Company) or otherwise disclose information regarding the Affiliates of the Company (excluding Subsidiaries of the Company) which the Company deems to be commercially sensitive. (b) The parties hereto will hold any non-public information regarding Prior to the other partiesClosing, their Subsidiaries Parent, Merger Sub and their respective businesses Representatives shall not contact or communicate with (i) the employees of the Company or any of its Subsidiaries or (ii) the customers and suppliers of the Company or any of its Subsidiaries, in confidence in accordance each case except with the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed to the extent customary for transactions of this kind). Xxxxxxx Sachs & Co. and Xxxxxxxxxxx & Co. Inc. shall be copied on all material requests for information made pursuant to this Section 6.1. All such information provided or obtained pursuant to subsection (a) above shall be governed by and subject to the terms of the Confidentiality Agreement, dated January 3, 2011 between the Company and Parent (the “Confidentiality Agreement”). (c) Parent and Merger Sub (and, after the Effective Time, the Surviving Corporation) agree to indemnify and hold the Company and its Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of Parent or Merger Sub, and any loss, damage to or destruction of any property owned by the Company and its Subsidiaries or others (including claims or liabilities for loss of use of any property) to the extent resulting directly or indirectly from the action of any of the Representatives of Parent or Merger Sub during any visit to the business or property sites of the Company and its Subsidiaries prior to the Effective Time, whether pursuant to this Section 6.1 or otherwise, except in the case of the Company’s or its Subsidiaries’ gross negligence or willful misconduct. During any visit to the business or property sites of the Company and its Subsidiaries, each of Parent and Merger Sub shall, and shall cause its respective Representatives accessing such properties to, comply with all Applicable Laws and applicable Orders and all of the safety and security procedures of the Company and its Subsidiaries, and to conduct itself in a manner that could not reasonably be expected to interfere with the operation, maintenance or repair of the assets of the Company and its Subsidiaries. None of Parent, Merger Sub nor any of their Representatives shall conduct any environmental testing or sampling on any of the business or property sites (including the Leased Facilities) of the Company or its Subsidiaries prior to the Effective Time.

Access and Information; Confidentiality. ‌ (a) From Subject to the terms of the Confidentiality Agreement, from the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VIIX, the Company shall allow Parent Buyer and its financing parties and their respective representatives Representatives to make such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems they may deem reasonably necessarynecessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) Representatives of the Company and its Subsidiaries and their respective the properties, booksfinancial, tax and accounting books and records (including using commercially reasonable efforts to provide access to the work papers of the Company’s independent accountants), contracts, commitments and other records and commitmentsdocuments, and personnel, of or pertaining to the Company and each Subsidiary. The Company shall promptly furnish Parent Buyer and its representatives Representatives with such financial, operating and other data and information and copies of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent Buyer shall from time to time reasonably request. request unless the disclosure of any information would jeopardize attorney-client privilege or the attorney-client work product doctrine. (b) Buyer shall, and shall cause its Representatives to, hold any information regarding the Company or any of its Subsidiaries that is non-public in confidence in accordance with the terms of the Confidentiality Agreement. (c) All access and investigation pursuant to this Section 5.2 6.2 shall be permitted reasonably promptly following coordinated through the Company’s President and Chief Executive Officer, General Counsel or Hxxxxx Xxxxxxxx & Co., shall occur only upon reasonable notice by Parent (but in any event within three (3) Business Days'), but only and during normal business hours, and shall be conducted at Parent's expense hours and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company Subsidiaries and shall be entitled subject to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege existing confidentiality obligations of the Company or any of and its Subsidiaries or contravene any and applicable Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders' equity and cash flow within thirty calendar days after the end of each month. (b) The parties hereto will hold any non-public information regarding the other parties, their Subsidiaries and their respective businesses in confidence in accordance with the terms of the Confidentiality Agreement.

Access and Information; Confidentiality. ‌ (a) From the date of this Agreement until the earlier of (i) the Closing and (ii) the termination of this Agreement in accordance with Article VII, the Company shall allow Parent and its financing parties and their respective representatives to make such reasonable investigation of the business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessary. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and its Subsidiaries and their respective properties, books, records and commitments. The Company shall promptly furnish Parent and its representatives with such financial, operating and other data and information and copies of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent (but in any event within three (3) Business Days'’), but only during normal business hours, and shall be conducted at Parent's ’s expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or contravene any Law. During the period prior to the Closing Date, the Company shall provide Parent consolidated monthly balance sheets, statements of operations, stockholders' ’ equity and cash flow within thirty calendar days after the end of each month. (b) The parties hereto will hold any non-public information regarding the other parties, their Subsidiaries and their respective businesses in confidence in accordance with the terms of the Confidentiality Agreement.

Access and Information; Confidentiality. ‌ (a) From The Company shall (a) afford to Parent and its Representatives such access during normal business hours throughout the period from the date of this Agreement until to the earlier Effective Time to the Company’s and each of (i) the Closing Company Subsidiaries’ books, records, systems, Contracts, facilities and employees and (iib) the termination of this Agreement in accordance with Article VII, the Company shall allow furnish to Parent and its financing parties and their respective representatives to make such reasonable investigation of the Representatives all financial, business, operations and properties of the Company and its Subsidiaries as Parent deems reasonably necessary. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) of the Company and its Subsidiaries and their respective properties, books, records and commitments. The Company shall promptly furnish Parent and its representatives with such financial, operating operational and other data and information (and copies of documents shall provide reasonable consultation with respect thereto) promptly following a request by Parent (and to the extent that the data or information is of the type of data or information that has been provided to Parent in the ordinary course of business prior to the date of this Agreement in any event no later than the timeframe for which such data or information has been provided historically to Parent); provided, that, the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or any agreement or obligation of confidentiality owing to a third party, jeopardize protections afforded to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement as Parent shall from time to time reasonably request. All access pursuant to this Section 5.2 shall be permitted reasonably promptly following notice by Parent (but in any event within three (3) Business Days'), but only during normal business hours, and shall be conducted at Parent's expense and in such a manner as not to interfere with the normal operations of the business of the Company and its Subsidiaries. Parent shall include in such notice the inspection or materials that Parent or its representatives intend to conduct or review, as applicable. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize Subsidiary under the attorney-client privilege of or attorney work product doctrine or expose the Company or any Company Subsidiary to risk of its Subsidiaries liability for disclosure of sensitive or contravene any Law. During the period prior to the Closing Datepersonal information, and provided, further, that the Company shall not be obligated to provide any minutes of meetings or resolutions of the Special Committee or the Company Board (or any sub-committees thereof) relating to the evaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto. No information, knowledge, investigation obtained or made by Parent consolidated monthly balance sheetspursuant to this Section 5.05 shall affect or be deemed to modify or affect the representations, statements warranties, covenants or agreements of operations, stockholders' equity and cash flow within thirty calendar days after the end of each monthCompany contained herein. (b) The parties hereto will hold any non-public Each of the Company and Parent shall hold, and shall cause their Representatives to hold, all information regarding received from the other partiesparty, their Subsidiaries and their respective businesses directly or indirectly, in confidence in accordance with with, and shall otherwise abide by and remain subject to, the terms and conditions of the Confidentiality Agreement dated as of August 9, 2011 between the Company and Axxxxx, Xxxxxx & Co. (the “Confidentiality Agreement”).