Common use of Access and Information; Confidentiality Clause in Contracts

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Parent (and its officers, directors, employees, accountants, actuaries, legal counsel, financial advisors, financing sources, agents and other representatives, collectively, "Parent Representatives"), at reasonable times and upon reasonable intervals and notice and following advance consultation with the Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to the Company and the Company Subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as Parent or the Parent Representatives may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company and the Company Subsidiaries (including providing Parent and the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to Parent prior to the date hereof, of the Company and providing Parent and the Parent Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors of the Company and the Company Subsidiaries to cooperate with Parent and the Parent Representatives in their investigation of the Company and the Company Subsidiaries (including by reading available independent public accountant's work papers), and a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities Laws; provided that Parent and the Parent Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company. No such access, inspections or furnishing of information shall have any adverse effect on Parent or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Merger have not been satisfied. Table of Contents

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeSubject to Applicable Law, Competition Law or any applicable Orders, the Company will giveshall, and shall direct cause its accountants Subsidiaries to, during the period from and legal counsel to giveafter the date hereof until the Effective Time or the earlier termination of this Agreement, upon reasonable advance notice: (i) afford Parent (and its authorized officers, directors, employees, accountants, actuaries, legal counsel, financial advisorsinvestment bankers, financing sources, agents consultants and other representatives, advisors and agents (collectively, "Parent “Representatives")”) reasonable access, at reasonable times and upon reasonable intervals and notice and following advance consultation with during normal business hours, in the presence of at least one (1) Representative of the Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employeesthe premises, properties, contracts, agreements, commitmentsContracts, books and records records, and other documents and financial, operating and other data of or pertaining to the Company and the Company its Subsidiaries as Parent may reasonably request; (including Tax Returns, internal work papers, client files, client contracts ii) furnish to Parent and director service agreements) and Merger Sub such financial and operating data and other information, all of information that is available relating to the foregoing Business (but only to the extent directly and solely related to the Business) as Parent or the Parent Representatives may reasonably request regarding request; and (iii) instruct the business, assets, liabilities, appropriate employees and other aspects of the Company and the Company its Subsidiaries (including providing to cooperate reasonably with Parent and its Representatives in connection with the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statementforegoing; provided that, in each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt the form such financial statements have been delivered to Parent prior to the date hereof, operations of the Company and providing Parent and or any of its Subsidiaries, (x) require the Parent Representatives with Company or any of its Subsidiaries to permit any inspection or to disclose any information that in the financial results reasonable judgment of the Company or any of its Subsidiaries, as applicable, would result in advance the disclosure of any filing by trade secrets or violate any of their respective obligations or policies with respect to confidentiality, (y) require the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors or any of its Subsidiaries to disclose any privileged information of the Company and or any of its Subsidiaries or (z) require the Company or any of its Subsidiaries to cooperate with Parent and disclose any financial or proprietary information of or regarding the Parent Representatives in their investigation Affiliates of the Company and (excluding the Company Subsidiaries (including by reading available independent public accountant's work papers), and a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities Laws; provided that Parent and the Parent Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company. No such access, inspections ) or furnishing of otherwise disclose information shall have any adverse effect on Parent or Merger Sub's ability to assert that conditions to Closing or to regarding the consummation Affiliates of the Merger have not been satisfied. Table Company (excluding Subsidiaries of Contentsthe Company) which the Company deems to be commercially sensitive.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective Time, the Company will give, and shall direct its accountants and legal counsel to give, Parent (and its officers, directors, employees, accountants, actuaries, legal counsel, financial advisors, financing sources, agents and other representatives, collectively, "Parent Representatives"), at reasonable times and upon reasonable intervals and notice and following advance consultation with the Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employees, properties, contracts, agreements, commitments, books and records of or pertaining to the Company and the Company Subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information, all of the foregoing as Parent or the Parent Representatives may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company and the Company Subsidiaries (including providing Parent and the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to Parent prior to the date hereof, of the Company and providing Parent and the Parent Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors of the Company and the Company Subsidiaries to cooperate with Parent and the Parent Representatives in their investigation of the Company and the Company Subsidiaries (including by reading available independent public accountant's work papers), and a copy of each material report, schedule and other document filed or received by the Company pursuant to the requirements of applicable securities Laws; provided that Parent and the Parent Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company. No such access, inspections or furnishing of information shall have any adverse effect on Parent or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Merger have not been satisfied. Table of Contents.

Access and Information; Confidentiality. (a) Between the date of this Agreement and the Effective TimeSubject to Applicable Law, Competition Law or any applicable Orders, the Company will giveshall, and shall direct cause its accountants Subsidiaries to, during the period from and legal counsel to giveafter the date hereof until the Effective Time or the earlier termination of this Agreement, upon reasonable advance notice: (i) afford Parent (and its authorized officers, directors, employees, accountants, actuaries, legal counsel, financial advisors, financing sources, agents investment bankers and other representatives, consultants (collectively, "Parent “Representatives")”) reasonable access, at Parent’s expense and at reasonable times and upon reasonable intervals and notice and following advance consultation with during normal business hours, in the presence of at least one (1) Representative of the Company's Chief Executive Officer or Chief Operating Officer, access to all offices and other facilities and to all employeesthe premises, properties, contracts, agreements, commitments, books and records of the Company and its Subsidiaries as Parent may reasonably request; (ii) furnish to Parent and Merger Sub such monthly financial and operating reports as are prepared by the Company in the ordinary course relating to the Business (but only to the extent directly and solely related to the Business) as Parent may reasonably request; and (iii) instruct the appropriate employees of the Company and its Subsidiaries to cooperate reasonably with Parent and its Representatives in connection with the foregoing; provided that, in each case, such access, furnishing of information and cooperation shall not (w) unreasonably disrupt the operations of the Company or pertaining any of its Subsidiaries, (x) require the Company or any of its Subsidiaries to permit any inspection or to disclose any information that in the reasonable judgment of the Company or any of its Subsidiaries, as applicable, would result in the disclosure of any trade secrets or violate any of their respective obligations or policies with respect to confidentiality, (y) require the Company or any of its Subsidiaries to disclose any privileged information of the Company or any of its Subsidiaries or (z) require the Company or any of its Subsidiaries to disclose any financial or proprietary information of or regarding the Affiliates of the 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 or contrary to Applicable Law. Notwithstanding anything expressed or implied in this Agreement, neither the Company nor any of its Subsidiaries shall be required to (1) disclose to any Person, any Tax information or Tax Return that does not relate to the Company and or its Subsidiaries or (2) provide any information regarding the Company or any of its Subsidiaries (including Tax Returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating in any other format or otherwise to manipulate or reconfigure any data and other information, all of the foregoing as Parent or the Parent Representatives may reasonably request regarding the Company’s or any of its Subsidiaries’ business, assets, liabilities, employees and other aspects of the Company and the Company Subsidiaries (including providing Parent and the Parent Representatives with unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, in the form such financial statements have been delivered to Parent prior to the date hereof, of the Company and providing Parent and the Parent Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and instruct the officers, directors, employees, accountants, consultants, legal counsel and financial advisors of the Company and the Company Subsidiaries to cooperate with Parent and the Parent Representatives in their investigation of the Company and the Company Subsidiaries (including by reading available independent public accountant's work papers), and a copy of each material report, schedule and other document filed performance or received by the Company pursuant to the requirements of applicable securities Laws; provided that Parent and the Parent Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business condition or operations of the Company. No such access, inspections or furnishing of information shall have any adverse effect on Parent or Merger Sub's ability to assert that conditions to Closing or to the consummation of the Merger have not been satisfied. Table of Contentsoperations.