Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. From the date of this Agreement until the earlier of (i) the Closing, and (ii) the termination of this Agreement in accordance with Article X, the Company shall allow Buyer and its Representatives to make such reasonable 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 66 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Subsidiary of the Company as is reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective Representatives of the Company and its Subsidiaries and the properties, books, records and commitments of the Company and its Subsidiaries. The Company shall furnish Buyer and its Representatives with such financial, operating and other data and information maintained by the Company in the ordinary course of business with respect to the Company or any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request (for the avoidance of doubt, the Company shall not be required to prepare any additional materials that are not otherwise prepared by the Company absent entering into this Agreement, except as explicitly set forth herein). Notwithstanding the foregoing, no access or information shall be required pursuant to 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 confidentiality obligations to a third party or (iii) disclosure of any such information or document would jeopardize attorney-client privilege or the attorney-client work product doctrine; provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to negotiate in good faith agreements or arrangements that permit the provision of such information to Buyer without having any such effects. As soon as reasonably practicable following the date hereof, and in any event no later than October 15, 2018, the Company shall provide to 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 for the nine months ended September 30, 2018 as soon as reasonably practicable thereafter.

Access and Information; Confidentiality. From (a) 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 ClosingCompany Subsidiaries’ books, records, systems, Contracts, facilities and employees and (iib) the termination of this Agreement in accordance with Article X, the Company shall allow Buyer furnish to Parent and its Representatives to make such reasonable investigationall financial, 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 66 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Subsidiary of the Company as is reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective Representatives of the Company and its Subsidiaries and the properties, books, records and commitments of the Company and its Subsidiaries. The Company shall furnish Buyer and its Representatives with such financial, operating operational and other data and information maintained (and shall provide reasonable consultation with respect thereto) promptly following a request by Parent (and to the Company 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 with respect prior to the Company or any date of the transactions contemplated by this Agreement as Buyer shall from time in any event no later than the timeframe for which such data or information has been provided historically to time reasonably request (for the avoidance of doubtParent); provided, that, the Company shall not be required obligated to prepare any additional materials that are not otherwise prepared by the Company absent entering into this Agreement, except as explicitly set forth herein). Notwithstanding the foregoing, no provide such access or information shall be required pursuant to this Section 6.2 to if the extent Company determines, in its reasonable judgment, that in the reasonable good faith judgment of the Company, (i) doing so would violate applicable Law requires or any agreement or obligation of confidentiality owing to a third party, jeopardize protections afforded to the Company or its Subsidiaries to restrict or prohibit access to any such properties or information, (ii) Company Subsidiary under the information is subject to confidentiality obligations to a third party or (iii) disclosure of any such information or document would jeopardize attorney-client privilege or the attorney-client attorney work product doctrine; doctrine or expose the Company or any Company Subsidiary to risk of liability for disclosure of sensitive or personal information, and provided, howeverfurther, that the Company shall, and shall cause each not be obligated to provide any minutes of its Subsidiaries to, use commercially reasonable efforts to negotiate in good faith agreements meetings or arrangements that permit resolutions of the provision of such information to Buyer without having any such effects. As soon as reasonably practicable following the date hereof, and in any event no later than October 15, 2018, 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 pursuant to this Section 5.05 shall provide affect or be deemed to Buyer its financial statements for modify or affect the month ended August 31representations, 2018. In additionwarranties, following September 30, 2018, covenants or agreements of the Company shall use commercially reasonable efforts to perform a quarter-end closing of its financial results and provide to Buyer its financial statements for the nine months ended September 30, 2018 as soon as reasonably practicable thereaftercontained herein.

Access and Information; Confidentiality. From (a) 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 XVII, the Company shall allow Buyer and its authorized Representatives to make such reasonable 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, investigation of the business, operations and properties of the Company or any 66 * Omitted information is the subject of a as Buyer may from time to time reasonably request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Subsidiary of the Company as is reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and other Representatives (including legal counsel and independent accountants) of the Company and its Subsidiaries the properties and the properties, books, books and records and commitments of the Company and its SubsidiariesCompany. The Without limiting the Company’s obligations under Section 5.14, the Company shall (A) furnish Buyer and its Representatives Representatives, including prospective financing sources, with such financial, operating and other data and information maintained by the Company in the ordinary course and copies of business documents with respect to the Company or any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request and (for B) instruct the avoidance employees, counsel, independent accountants and financial advisors of doubt, the Company shall not be required and its Subsidiaries to prepare any additional materials that are not otherwise prepared by use their commercially reasonable efforts to cooperate with Buyer in its investigation of the Company absent entering into this Agreement, except as explicitly set forth herein)and its Subsidiaries. Notwithstanding the foregoing, no All access or information shall be required and investigation pursuant to this Section 6.2 5.3 shall be coordinated through the Company’s Executive Vice President and General Counsel or such other personnel as the parties may agree, shall occur only upon reasonable notice and during normal business hours and shall be conducted at Buyer’s expense and in such a manner as not to interfere unreasonably with the normal operations of the business of the Company and its Subsidiaries. Notwithstanding anything herein to the extent that contrary, 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 (x) violate or prejudice the rights of its clients, (y) in the reasonable Company’s good faith judgment opinion, after consultation with legal counsel, jeopardize the attorney-client privilege 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 confidentiality obligations to a third party or (iiiz) disclosure of contravene any such information Law or document would jeopardize attorney-client privilege or the attorney-client work product doctrine; provided, however, that the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts any binding agreement entered into prior to negotiate in good faith agreements or arrangements that permit the provision of such information to Buyer without having any such effects. As soon as reasonably practicable following the date hereof, and in any event no later than October 15, 2018, the Company shall provide to 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 for the nine months ended September 30, 2018 as soon as reasonably practicable thereafterthis Agreement.

Access and Information; Confidentiality. From (a) The Company shall (i) afford to Parent and its Representatives such reasonable access during normal business hours and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Company Subsidiary throughout the period from the date of this Agreement until to the earlier Effective Time to the Company’s and each of (i) the ClosingCompany Subsidiaries’ books, records, systems, Contracts, facilities and employees and (ii) the termination of this Agreement in accordance with Article X, the Company shall allow Buyer give access or make available to Parent and its Representatives to make such reasonable investigationall financial, 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 66 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Subsidiary of the Company as is reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include reasonable access to the respective Representatives of the Company and its Subsidiaries and the properties, books, records and commitments of the Company and its Subsidiaries. The Company shall furnish Buyer and its Representatives with such financial, operating operational and other data and information maintained by (and shall provide reasonable consultation with respect thereto) concerning the Company and Company Subsidiaries 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 with respect prior to the Company or any date of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request (in any event no later than the timeframe for the avoidance of doubt, the Company shall not be required to prepare any additional materials that are not otherwise prepared by the Company absent entering into this Agreement, except as explicitly set forth herein). Notwithstanding the foregoing, no access which such data or information shall be required pursuant has been provided historically to 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 confidentiality obligations to a third party or (iii) disclosure of any such information or document would jeopardize attorney-client privilege or the attorney-client work product doctrineParent); provided, however, that the Company shallshall not be obligated to provide such access or information if the Company determines, and 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 or any Company Subsidiary under the attorney-client privilege or attorney work product doctrine (it being agreed that the parties shall cause each of its Subsidiaries to, use commercially their reasonable best efforts to negotiate in good faith agreements or arrangements that permit the provision of cause such information or the greatest portion possible to Buyer without having any be provided in a manner that does not cause such effects. As soon as reasonably practicable following the date hereofjeopardization or contravention); provided, and in any event no later than October 15further, 2018, that the Company shall not be obligated to provide or give access to Buyer its financial statements for any minutes of meetings or resolutions of the month ended August 31, 2018. In addition, following September 30, 2018, Special Committee or the Company shall use commercially reasonable efforts to perform a quarterBoard (or any sub-end closing committees thereof) or any other business records or reports of or communication with any of its financial results and provide advisors relating to Buyer its financial statements for the nine months ended September 30, 2018 as soon as reasonably practicable thereafterevaluation or negotiation of this Agreement or the transactions contemplated hereby or any alternatives thereto.

Access and Information; Confidentiality. From (a) 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 XXI, the Company shall (x) allow Buyer and its Representatives to make such reasonable 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, investigation of the business, operations and properties of the Company or any 66 * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. Subsidiary of the Company as is reasonably necessary in connection with the transactions contemplated by this Agreement. Such investigation shall include Company, including granting reasonable access to the respective Representatives of the Company and its Subsidiaries and the properties, books, books and records and commitments of the Company and its Subsidiaries. The Company shall Subsidiaries and (y) furnish Buyer and its Representatives with such financial, operating and other data and information maintained by the Company in the ordinary course and copies of business documents with respect to the Company or any of the transactions contemplated by this Agreement as Buyer shall from time to time reasonably request request. Notwithstanding anything to the contrary in this Section 6.2(a), the foregoing shall (for a) be permitted only to the avoidance 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 doubtwhich 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 be required apply with respect to prepare any additional materials that are not otherwise prepared by document or information regarding the Company absent entering Company’s or any of its Subsidiaries’ entry into or conducting of a competitive sale process prior to the execution of this Agreement, except as explicitly set forth herein). Notwithstanding the foregoing(d) not apply with respect to any investigation, no access sampling or information shall be required pursuant to this Section 6.2 to the extent that in the reasonable good faith judgment testing of the Company, (i) applicable Law requires any environmental media at any properties of the Company or its Subsidiaries Subsidiaries, except with the Company’s prior written consent (e) not apply to restrict such portions of documents or prohibit access information relating to any pricing or other matters that are highly sensitive if the exchange of such properties 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 (iif) not apply with respect to any document or information the information is subject to confidentiality obligations to a third party or (iii) disclosure of which would be in violation of applicable Laws of any such information or document would jeopardize attorney-client privilege Governmental Entity or the attorney-client work product doctrine; provided, however, that provisions of any agreement to which the Company shall, and shall cause each or any of its Subsidiaries tois a party. Neither Buyer nor Merger Sub shall, use commercially reasonable efforts prior to negotiate in good faith agreements or arrangements that permit the provision of such information Closing Date, have any contact whatsoever with respect to Buyer without having any such effects. As soon as reasonably practicable following the date hereof, and in any event no later than October 15, 2018, the Company shall provide or any of its Subsidiaries or with respect to Buyer its financial statements for the month ended August 31transactions contemplated by this Agreement, 2018. In additionwith any partner, following September 30lender, 2018lessor, vendor, customer, supplier, employee or consultant of the Company shall use commercially reasonable efforts to perform a quarter-end closing or any of its financial results Subsidiaries, except in consultation with the Company and provide to Buyer its financial statements for then only with the nine months ended September 30express prior approval of the Company (which approval shall not be unreasonably withheld, 2018 as soon as reasonably practicable thereafterconditioned or delayed).