Common use of Access and Information Clause in Contracts

Access and Information. (a) The Seller Parties shall permit, and shall cause each of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunder.

Access and Information. (a) The For the six months following the Closing Date, Seller Parties shall permitprovide, and shall cause each of the Company’s Subsidiaries Seller Affiliates to permitprovide, Purchaser to Parent and the Representatives of Purchaser (including legal its officers, employees, accountants, counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliersother representatives, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons Parent shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shallprovide, and shall cause the Company’s Subsidiaries toParent Affiliates to provide, compile and provide Purchaser to Seller and its representatives with such additional financialofficers, operating employees, accountants, counsel and other data representatives, upon reasonable request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege, privacy or legal or contractual third party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller and Seller Affiliates, or Parent and Parent Affiliates, respectively, shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual third party confidentiality obligation), reasonable access for inspection and copying of information existing as Purchaser of the Closing Date, in each case, solely to the extent solely relating to the Business, the Transferred Assets, the Assumed Liabilities or the Rehired Employees and shall otherwise use commercially reasonable efforts to reasonably assist and cooperate with Parent, in each case, in Parent’s, or Seller, in each case, in Seller’s, respectively, preparation of historical or pro forma financial statements related to the Business for purposes of complying, or preparing to comply, with any rules or regulations of the Securities and Exchange Commission, including all such historical depreciation and amortization expenses of the Business as may reasonably requestbe required by the Securities and Exchange Commission as part of such historical or pro forma financial statements. The Company access to files, books and records contemplated by this Section 7.8 shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During be during normal business hours, hours and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with upon reasonable prior notice and shall be subject to such reasonable limitations as Seller or Parent, respectively, may impose to preserve the Company, employees confidentiality of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereundertherein.

Access and Information. From and after the Signing Date, the Company will give the Buyer and its Representatives reasonable access during normal business hours to the Books and Records and Assets and Properties of the Company and will furnish such information and documents in its possession relating to the Company as the Buyer may reasonably request, including arranging for in person or phone call meetings among the Buyer and material client/customer relationships, provided however, that (ai) The Seller Parties such access and visits shall permitbe scheduled through a representative designated by the Company and shall not unreasonably interfere with the conduct of the Business; (ii) the Company shall have the right to have a representative present for any communication with the Company’s clients or customers (iii) the Buyer shall, and shall cause each its Representatives to, observe and comply with all health, safety, and security requirements of the Company, and (iv) neither the Buyer nor any of its Affiliates or Representatives, shall conduct any environmental site assessment, compliance evaluation, or any other such investigation with respect to any of the Assets and Properties of the Company without the prior written consent of the Company (which may be provided or withheld in the Company’s Subsidiaries sole discretion) and without ongoing consultation with Company with respect to permitany such activity. All such information and documents obtained by the Buyer shall be subject to the terms and conditions of that certain letter agreement, Purchaser dated August 11, 2017, by and between the Buyer and Petsky Xxxxxxx LLC, as authorized representative of the Company (the “Confidentiality Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, the Buyer shall have no right of access to, and the Representatives of Purchaser Beneficial Owners and Company shall have no obligation to provide to the Buyer, information relating to (a) bids received from others in connection with the Contemplated Transactions and information and analysis (including financial analysis) relating to such bids; (b) any information, the disclosure of which could jeopardize any legal counsel privilege available to the Company, the Beneficial Owners or any Affiliate of the Company or the Beneficial Owners relating to such information or which would cause the Company, the Beneficial Owners or any Affiliate of the Company or the Beneficial Owners to breach a confidentiality obligation contained in a binding Contract; (c) personnel records of the Company relating to individual performance or evaluation records, medical histories or other information, the disclosure of which would, in the Company’s good faith opinion, violate applicable Law; or (d) any other information, the disclosure of which would result in a violation of applicable Law. Notwithstanding anything to the contrary contained herein, without the prior written consent of the Company, which may be withheld for any reason, the Buyer shall have no right to perform invasive or subsurface investigations of any of the Assets and accountantsProperties or the Facilities of the Company (i.e. investigations involving boring or drilling upon land, soil testing or water or groundwater testing, or activities of a similar nature); provided, that in each case of clauses (b), (c) and (d), the Company shall be required to notify the Buyer that it is withholding documents or information because of such legal privilege, protection, Law or Contract and provide documents and information (or the contents thereof) to have upon the extent practicable without waiving such privilege or protection, and shall cooperate in all reasonable notice respects with the Buyer in any arrangement designed to provide the Buyer with such access or information. Except as provided in this Section 5.2, this Section 5.2 shall not in any way be deemed to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documentsprovide the Buyer with authority or permission to contact any customers, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access third parties related to the management and, with reasonable prior notice to Business regarding the Company, employees Business without the written consent of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunderBeneficial Owner Representative.

Access and Information. The Company will allow and will cause each of its Subsidiaries to allow Parent and Merger Sub and their financial advisors, legal counsel, accountants, consultants, financing sources, and other authorized representatives access during normal business hours throughout the period prior to the Effective Time to all of its books, records, properties, contracts, leases, plants and personnel and, during such period, each shall furnish promptly to the other (a) The Seller Parties shall permita copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws and pursuant to this Agreement, and shall cause each of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountantsb) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser such other party reasonably may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any provided that no investigation pursuant to this Section 6.07 or otherwise 5.1 shall affect any representations or be deemed to modify any representation or warranty contained in this Agreement warranties made herein or the conditions to the obligations of the Parties respective parties to consummate the Transaction Merger. Company shall have the right to have representatives present at all times of any such inspections, interviews and communications conducted by Parent or Merger Sub. Each party shall hold in confidence all nonpublic information until such time as such information is otherwise publicly available and, if this Agreement is terminated, each party will deliver to the other all documents, work papers and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. Notwithstanding the foregoing, the Confidentiality Agreement shall survive the execution and delivery of this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to provide access to nonpublic information if doing so would result in the Company being deprived of its attorney-client privilege. The Company shall confer with Parent to the extent reasonably requested by Parent, report on operational and financial matters and promptly advise Parent orally and in writing of any other rights hereunder.change or event having, or which, insofar as reasonably can be foreseen, could have, a Company Material Adverse Effect. The Company shall promptly notify Parent and the Parent shall promptly notify Company of:

Access and Information. (a) The Seller Parties Between the date of this Agreement and the Closing Date, the Sellers and the Blocker Sellers shall permitgive, and shall cause each of the Company’s Subsidiaries Sold Entity to permitgive, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company Buyer and its SubsidiariesRepresentatives, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at reasonable times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal during regular business hours, hours and with reasonable prior written notice (which shall not require more than one day’s noticemay be electronic), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice books and records and senior executives of each Sold Entity and relating to the Company, employees business of the Company and its Subsidiaries and will furnish to Buyer and its Representatives such information regarding each Sold Entity and the business of the Company and its Subsidiaries as Buyer or its Representatives may reasonably request; provided, that, the rights of Buyer hereunder shall not be exercised in such a manner as to unreasonably interfere with the operations of the Company’s other Representativesand its Subsidiaries’ business. Each Party shall comply with its obligations under the Confidentiality Agreement. No All information or knowledge obtained in any investigation received pursuant to this Section 6.07 or otherwise 5.1 (Access and Information) shall affect or be deemed governed by the terms of Section 5.2 (Confidentiality). Buyer shall treat all information obtained pursuant hereto which is non-public as Confidential Information (as such term is defined in the Confidentiality Agreement) and Buyer shall continue to modify any representation or warranty contained in this Agreement honor, and cause Buyer’s Representatives to honor, its obligations thereunder. Notwithstanding the foregoing, none of the Sellers or the conditions Sold Entities shall be required to the obligations provide access to or to disclose information which would be reasonably expected to (i) be prohibited under applicable Law, or (ii) cause any of the Parties Sellers or the Sold Entities to consummate the Transaction or any other rights hereunderwaive its attorney-client privilege.

Access and Information. (a) The Seller Parties shall permitFrom the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Xxxxxx Xxxxxx shall cause each afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the CompanyCompanies and to the extent related thereto, of the Manager and Operators, furnish to Buyer such additional financial and operational data and other information regarding the Companies as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Manager and Operators whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s Subsidiaries preparation to permitintegrate the Companies into Buyer’s organization following the Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by the Sellers and (ii) be conducted in such a manner so as not to interfere with any of the businesses or operations of the Sellers, Purchaser and U.S. General Partner, the Representatives of Purchaser Companies or their respective Affiliates (including legal counsel the Manager and accountantsOperators) and shall not contravene any applicable Law. All requests for information made pursuant to have upon reasonable notice this Section 7.1(a) shall be directed to such Person or Persons as may be designated by the Sellers, and Buyer shall not directly or indirectly contact any Representative of the Sellers, U.S. General Partner, any of the Companies, or any of their respective Affiliates (including the Manager and Operators) without the prior approval of such designated Person or Persons. In no event shall the auditors and independent accountants of the Sellers, U.S. General Partner, the Companies or their respective Affiliates be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to all properties, premises, books, records (including Tax records), Contracts, financial statements, work papers in form and substance reasonably acceptable to such auditors or independent accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested . If requested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties Sellers, Buyer shall, and shall cause the Company’s Subsidiaries its Buying Affiliates and its Affiliates (as applicable) to, compile and provide Purchaser and its representatives enter into a customary joint defense agreement with such additional financialthe Sellers, operating and other data and U.S. General Partner, the Companies or their respective Affiliates with respect to any information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access be provided to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation Buyer pursuant to this Section 6.07 or otherwise shall affect or 7.1(a). Buyer agrees to be deemed liable to modify any representation or warranty contained in this Agreement or and to indemnify, defend and hold harmless the conditions Sellers, U.S. General Partner, the Companies and their respective Affiliates, directors, officers and employees and, to the obligations extent related thereto, the Manager and Operators, from and against any and all Liabilities, claims and causes of action for personal injury, death or property damage occurring as a result of Buyer’s or any of its Representatives’ access to the books and records, offices and properties of U.S. General Partner, the Companies or of the Parties Manager and Operators; provided, however, that such indemnity will not apply to consummate the Transaction extent that any such Liabilities, claims or causes of action arise out of the gross negligence or willful misconduct of the Sellers, U.S. General Partner, the Companies or any of their respective Affiliates, directors, officers or employees, or of the Manager or Operators. Buyer further agrees to comply fully with all rules, regulations and instructions issued by the Sellers, U.S. General Partner, the Companies and their respective Affiliates or other rights hereunderPersons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of U.S. General Partner, the Companies or of the Manager and Operators.

Access and Information. (a) The Seller Parties shall permitFrom the date hereof until the Closing Date (or if earlier termination of this Agreement, and shall cause each the date of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax recordssuch termination), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Companypurposes of this Section 6.3, and Marketing Affiliates; provided(i) Seller shall, that communications with suppliers and other Persons shall include the Company (so long as the Company subject to applicable confidentiality requirements in any Contracts to which it or any of its Subsidiaries is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall party, use its reasonable best efforts to cause such Persons the Company and each of the Company Subsidiaries to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shallpermit officers, employees and shall cause the Company’s Subsidiaries toauthorized representatives (including independent public accountants, compile attorneys and provide Purchaser and its representatives with such additional financialinvestment bankers, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies “Representatives”) of all such documents to Purchaser and its representatives promptly Buyer, upon request. During request by Buyer, reasonable access during normal business hours, hours and with upon reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Companyofficers, books, records, certain pertinent officers and employees and properties of the Company and each of the Company Subsidiaries, during such period, to make available to Buyer a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or state insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (ii) Buyer shall, subject to applicable confidentiality requirements in any Contracts to which it or any of its Subsidiaries is party, permit Seller, and shall use reasonable best efforts to cause each of its Subsidiaries to permit Representatives of Seller, upon request by Seller, reasonable access during normal business hours and upon reasonable notice to the Company’s other Representatives. Each Party officers, books, records, certain pertinent officers and employees and properties of Buyer and its Subsidiaries; provided that this clause (ii) shall comply with its obligations under the Confidentiality Agreement. No be limited to information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions concerning Buyer that is reasonably related to the obligations prospective value of the Parties Buyer Common Shares or to Buyer’s ability to consummate the Transaction or any other rights hereundertransactions contemplated hereby. The parties shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which confidentiality restrictions restrict access.

Access and Information. (a) The Seller Parties shall permitFrom the date of this Agreement until the Closing, subject to Section 6.6 and shall cause each of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser any applicable Laws (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax recordsapplicable antitrust Laws), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser (i) afford Parent and its authorized representatives with such additional financial(“Parent’s Representatives”) reasonable access, operating at Parent’s sole cost and other data expense, during regular business hours and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior advance notice to the Company, employees of to the Company DQ Companies, their properties, their Books and its Subsidiaries Records and to the employees (including employment information with respect to the employees set forth on Schedule 6.7(a)) specified by the Company in connection with each such visit; provided, however, (x) access to such employees will only be available upon reasonable notice to the Company to the attention of and consented to by the Chief Executive Officer or pursuant to Coordinated Planning Activities and (y) any Books and Records or other information that is subject to attorney-client or other legal privilege or obligation of confidentiality or disclosure shall not be made so accessible; provided that the Company shall give Parent notice of any access or examination so withheld and shall use its commercially reasonable efforts to allow for such access or examination in a manner that would not result in a loss of such privilege or conflict with such obligation of confidentiality. Any access shall be conducted (i) under the supervision of the Company’s or its Affiliate’s personnel, (ii) subject to all of the standard protocols and procedures of the DQ Companies, including the requirement that visitors be escorted at all times, (iii) subject to any additional procedures required by any landlord, and (iv) in such a manner as does not unreasonably interfere with the normal operations of the DQ Companies or any COVID-19 Measures; provided, that, such access or related activities may be limited due to the COVID-19 or COVID-19 Measures (and the Company’s response thereto) and no access need be granted if the Company reasonably believes it may jeopardize the health and safety of any employee, independent contract or other Representativesagent of any DQ Company. Each Party Parent acknowledges that it remains bound by the Confidentiality Agreement and that all information it obtains as a result of access under this Section 6.7 shall comply with its obligations under be subject to the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunder.

Access and Information. (a) The Seller Parties shall permit, and shall cause each Subject to applicable Laws relating to the exchange of the Company’s Subsidiaries to permit, Purchaser information and the Representatives direction of Purchaser any Governmental Entity, prior to the Closing, (including legal counsel and accountantsi) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons Sellers shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, provide and shall cause the Company’s Partnership to provide to Purchaser and its representatives after the date of execution of this Agreement any information and documents reasonably requested by Purchaser primarily relating to the Partnership and Subsidiaries toand their respective businesses, compile operations, affairs, properties, books and records, including such information and documents relating to Subsidiaries of the Partnership, that are not available at or through the Partnership or its Subsidiaries and shall use commercially reasonable efforts to provide Purchaser and its representatives with reasonable access to personnel from Gxxxx Xxxxxxxx LLP directly involved in the audit of the 2006 Audited Financial Statements (it being understood that all such additional financialaccess be coordinated through Sellers), operating (ii) Sellers shall, and other data cause the Partnership and its Subsidiaries to, permit Purchaser and its representatives after the date of execution of this Agreement to have reasonable access at reasonable times to the personnel, properties, books and records of the Partnership and its Subsidiaries, provided that any such access may not unreasonably interfere with the conduct of the business of Sellers, the Partnership or its Subsidiaries, and (iii) Sellers shall cause the Partnership and its Subsidiaries to furnish such information and documents in its possession relating to the Partnership and its Subsidiaries as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access Prior to the management andClosing, with reasonable prior notice all information provided or obtained pursuant to the Company, employees of the Company foregoing shall be held by Purchaser in accordance with and its Subsidiaries and subject to the Company’s other Representatives. Each Party shall comply with its obligations under terms of the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or , dated July 18, 2006, between Purchaser and the conditions to Partnership (the obligations of the Parties to consummate the Transaction or any other rights hereunder“Confidentiality Agreement”).

Access and Information. (a) The Seller Parties From the date hereof until the Closing, subject to applicable Law, the Sellers’ Representative shall permitand shall cause any other relevant members of Sellers’ Group to afford the Purchasers’ Representative, subject to any contractual restrictions, reasonable access during normal business hours upon reasonable advance notice to the assets, books and records, offices and other facilities of the Target Business and senior management of the Target Companies, in each case, to the extent reasonably required by the Purchasers’ Representative to ensure an orderly and efficient transition of the Target Business to the Purchasers and to prepare for the launch of the Offer and the Closing; provided, however, that in no event shall the Purchasers’ Group have access to any information that (x) relates solely to a part of the business of the Sellers’ Group or its subsidiaries that are not being transferred pursuant to this Agreement, (y) based on advice of Sellers’ outside counsel, or in Sellers’ reasonable determination, would violate applicable Law or fiduciary standards, or could reasonably be expected to destroy any legal privilege or (z) in the reasonable judgment of any member of the Sellers’ Group could violate any obligation of the Sellers’ Group with respect to confidentiality (provided that the Sellers’ Representative shall, and shall cause each such member of the Company’s Subsidiaries to permitSellers’ Group to, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause narrow any such Persons confidentiality obligation or to communicate with Purchaser but cannot guarantee that obtain a waiver or consent from such Persons will communicate with Purchaserthird party so as to allow disclosure to the Purchasers as set forth herein). The Seller Parties shallNotwithstanding anything to the contrary in this Section 5.5 (Access and Information), the Purchasers’ Representative shall have the right to review, and shall cause the Company’s Subsidiaries have reasonable access to, compile and provide Purchaser and its representatives with such additional financialledgers, operating sub ledgers and other data relevant books and information records of the Target Companies and all relevant work papers and relevant supporting documentation prepared by the Sellers’ Representative or any member of the Sellers’ Group (including the Target Companies) or their accountants in connection with the preparation of the Net Debt Statement, each Draft Net Debt Statement, and each calculation of Company Salary Mass contemplated by this Agreement (subject, in the case of independent accountants of the Sellers’ Group, to the appropriate members of the Purchasers’ Group executing customary confidentiality and hold harmless agreements relating to access to such working papers in form and substance reasonably acceptable to such independent accountants), as Purchaser well as to relevant personnel of Sellers’ Representative or any members of the Sellers’ Group (including relevant personnel of the Target Companies) which Purchasers’ Representative may reasonably request. The Company shall provide copies of all such documents to Purchaser and request in connection with its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees review of the Company and its Subsidiaries and to the Company’s other Representativesinformation contemplated herein. Each Party shall comply with its obligations under the Confidentiality Agreement. No All information or knowledge obtained in any investigation received pursuant to this Section 6.07 or otherwise 5.5(a) (Access and Information) shall affect or be deemed to modify any representation or warranty contained in this Agreement or governed by the conditions to the obligations terms of the Parties to consummate the Transaction or any other rights hereunderConfidentiality Agreement.

Access and Information. (a) The Seller From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Buyer, its Affiliates and the Financing Parties shall permitbe entitled, including through its and their Representatives, to make such investigation of the Business, the Purchased Companies, the Transferred Assets and Assumed Liabilities, and shall cause each to receive such information (to the extent relating to such investigation), as it reasonably requests and to make extracts and copies of the Company’s Subsidiaries Transferred Business Records or the business and records of the Purchased Companies. Any such investigation and examination shall be conducted after reasonable advance notice under reasonable circumstances and shall be subject to permit, Purchaser any restrictions under applicable Law and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaserthis Agreement. The Seller Parties shall, and shall cause the Company’s Subsidiaries its Affiliates and Representatives to, compile cooperate with Buyer, its Affiliates and provide Purchaser the Financing Parties and their respective Representatives in connection with such investigation and examination, and Buyer, its Affiliates and the Financing Parties and their respective Representatives shall cooperate with the respective Representatives of Seller and its representatives with such additional financial, operating Affiliates and other data and information as Purchaser may reasonably request. The Company shall provide copies minimize any disruption to the business of all such documents to Purchaser Seller and its representatives promptly upon requestAffiliates. During normal This Section 5.2 shall not entitle Buyer, its Affiliates and the Financing Parties or their respective Representatives to contact any third party doing business hourswith Seller or its Affiliates, access the properties or records of any such third party or access the properties of Seller or its Affiliates, in each case without Seller’s prior written consent. For the avoidance of doubt, Buyer, its Affiliates and with reasonable notice the Financing Parties shall not be entitled to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive environmental or subsurface investigation, including any “Phase II” environmental site assessment or similar work on any Owned Real Property without the prior written consent of Seller (which shall not require more than one day’s noticemay be withheld in its sole discretion), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunder.

Access and Information. (a) The Seller Parties shall permitBetween the date hereof and the Closing, and the Sellers shall cause each LLC and Partnership in which such Sellers hold an Ownership Interest to give to representatives of the Company’s Subsidiaries Purchasers reasonable access during normal business hours to permit, Purchaser each LLC's and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, Partnership's premises, books, accounts and records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliersand all other relevant documents and will make available, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its their reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating their accountants and other data and information as Purchaser may reasonably request. The Company shall provide representatives to make available, copies of all such documents and information with respect to Purchaser the business and its properties of each such LLC or Partnership as representatives promptly upon of Purchasers may from time to time reasonably request, all in such manner as to not unduly disrupt each LLC's or Partnership's normal business activities; provided, however, that no disclosure shall be required which would result in a violation of any obligation of confidentiality or the loss of the attorney-client privilege with respect to any matter. Such access shall include consultations with the employees of each such LLC. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access the period from the date hereof to the management andClosing, the Managers shall confer on a regular and reasonable basis with reasonable one or more representatives of Purchasers to report material operational matters of each Center and to report the general status of ongoing operations of the center. Each Manager shall notify the Purchasers of any Material Adverse Change to each LLC (or to such LLC's Applicable Partnership) after the date hereof and prior notice to the CompanyClosing and of any written notice received by such Manager of any governmental complaints, employees investigations or hearings or adjudicatory proceedings (or communications indicating that the same may be contemplated) or of the Company and its Subsidiaries and any other matter which may be material to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in such Manager, any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction LLC or any other rights hereunderPartnership and shall keep the Purchasers reasonably informed of such events.

Access and Information. Prior to the Closing, the Purchaser shall be entitled to make or cause to be made such investigation of the Companies, and the financial and legal condition thereof, as the Purchaser deems necessary or advisable, and the Company and the Counsel Entities shall cooperate with any such investigation. In furtherance of the foregoing, but not in limitation thereof, the Company shall (a) The Seller Parties shall permitpermit the Purchaser and its agents and representatives or cause them to be permitted to have full and complete access to the premises, operating systems, computer systems (hardware and shall cause each software) and books and records of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have Companies upon reasonable notice during regular business hours, (b) furnish or cause to be furnished to the Purchaser such financial and operating data, projections, forecasts, business plans, strategic plans and other data relating to the Companies and the Businesses as the Purchaser shall request from time to time and (c) cause the Accountants to furnish to the Purchaser and its accountants access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with papers relating to any of the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested periods covered by the Company) Financial Statements. Prior to the Closing, the Purchaser shall not use any information provided to it in confidence for any purpose unrelated to the Transaction Agreements. The Counsel Entities and the Company shall not use any information provided to them in confidence by the Purchaser for any purposes unrelated to the Transaction Agreements. Except with respect to publicly available documents, in the event that this Agreement is terminated, (a) the Purchaser will deliver to the Company all documents obtained by it from the Companies or the Counsel Entities in confidence and any copies thereof in the possession of the Purchaser or its reasonable best efforts agents and representatives or, at the option of the Purchaser, the Purchaser shall cause all of such documents and all of such copies to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, be destroyed and shall cause certify the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access destruction thereof to the management and, with reasonable prior notice Company and the Counsel Entities and (b) the Counsel Entities and the Company will deliver to the CompanyPurchaser all documents obtained by them from the Purchaser in confidence and any copies thereof in the possession of the Company and/or either of the Counsel Entities or their agents and representatives or, employees at the option of the Company and its Subsidiaries the Counsel Entities, the Company and the Counsel Entities shall cause all of such documents and all of such copies to be destroyed and shall certify the destruction thereof to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality AgreementPurchaser. No information investigation by the Purchaser heretofore or knowledge obtained in hereafter made shall modify or otherwise affect (a) any investigation representations and warranties of the Company or the Counsel Entities made pursuant to this Section 6.07 Agreement, which shall survive any such investigation, or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or (b) the conditions to the obligations obligation of the Parties Purchaser to consummate the Transaction or transactions contemplated hereby, provided that the Purchaser shall promptly notify the Counsel Entities in writing of any other rights hereunderfacts and circumstances of which it obtains knowledge prior to the Closing that indicate that any such representations and warranties are inaccurate in any material respect (except for any representation and warranty which is qualified hereunder as to materiality, as to which such notification shall be given if the Purchaser obtains knowledge that such representation and warranty is inaccurate in any respect); failure to comply with this notification obligation with respect to particular facts and circumstances shall preclude the Purchaser from relying upon such facts and circumstances in bringing any action hereunder for indemnification.

Access and Information. (a) The Seller Parties shall permit, and shall cause each From the date of this Agreement until the first to occur (i) of the Company’s Closing Date and (ii) the termination of this Agreement in accordance with Section 6.2, the Company and its Subsidiaries shall permit Heafxxx, xxs financing parties and their respective representatives to permitmake such investigation of the business, Purchaser operations and properties of the Company and its Subsidiaries as Heafxxx xx such financing parties deem reasonably necessary in connection with the transactions contemplated by this Agreement and the Representatives of Purchaser financing thereof. Such investigation shall include reasonable access to the respective directors, officers, employees, agents and representatives (including legal counsel and independent accountants) to have upon reasonable notice access to all of the Company and its Subsidiaries and the properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with commitments of the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the . The Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and furnish Heafxxx xxx its representatives with such additional financial, operating and other data and information information, and copies of documents with respect to the Company and its Subsidiaries or any of the transactions contemplated by this Agreement, as Purchaser may Heafxxx xx such financing parties shall from time to time reasonably request. The Such access and investigation shall be made upon reasonable notice and at reasonable places and times, and shall not unreasonably disrupt the personnel and operations of 37 44 the Company and its Subsidiaries. All requests for such access shall be made only to such representatives of the Company as are listed in Section 3.5 of the Company Disclosure Schedule, which representatives shall be solely responsible for coordinating all such requests and all such access. Such access and information shall not in any way affect or diminish any of the representations or warranties hereunder. Without limiting the foregoing, during such period, the Company shall provide copies keep Heafxxx xxxsonably informed as to the business and operations of all such documents to Purchaser the Company and its representatives promptly upon requestSubsidiaries and shall consult with Heafxxx xx appropriate. During normal business hours, Heafxxx xxx the Company each agree to consult and coordinate with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access each other in good faith with respect to the management and, with reasonable timing and substance of any discussions prior notice to the CompanyClosing with suppliers, vendors and employees of the Company and its Subsidiaries and to regarding the transactions contemplated by this Agreement; provided that no such discussions may take place without the prior written consent of the Company’s other Representatives. Each Party , which consent shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or not be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunderunreasonably withheld.

Access and Information. (a) The Seller Parties shall permitFrom and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, the Company will permit the Buyer and shall cause each of its representatives, upon reasonable notice, to have reasonable access to the Company’s Subsidiaries to permitand its subsidiaries’ members, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all managers, officers, employees, agents, assets, properties, premises, books, records (including Tax records), Contractsand documents of or relating to the Business and the Company’s and its subsidiaries’ assets during normal business hours and will furnish to the Buyer such information, financial statementsrecords and other documents as the Buyer may reasonably request. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, accountantsthe Company will permit the Buyer and its representatives reasonable access to the Company’s and its subsidiaries’ work papers, documents, suppliersaccountants and auditors for consultation or verification of any information obtained by the Buyer and will use its commercially reasonable efforts, and other Persons having business relationships with the Company and will cause its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall subsidiaries to use its commercially reasonable best efforts efforts, to cause such Persons to communicate cooperate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser Buyer and its representatives with in such additional financialconsultations and in verifying such information. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which the Buyer shall not require more than one day’s notice), Purchaser contact suppliers and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees customers of the Company and its Subsidiaries subsidiaries without the prior consent of the Seller Representative, provided, however, that (i) the Buyer or its representatives may respond to unsolicited questions from customers and to suppliers of the Company’s other Representatives. Each Party shall comply Company and its subsidiaries as long as such responses are consistent with its obligations under an agreed upon communications plan approved by both the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained Seller Representative and the Buyer, and (ii) nothing in this Agreement or shall be interpreted as limiting in any way the conditions to Buyer and its Affiliates from communicating freely with their customers and suppliers regarding matters other than the obligations of the Parties to consummate the Transaction or any other rights hereundertransactions contemplated by this Agreement.

Access and Information. (a) The Seller Parties shall permit, and shall cause each Between the date of the Company’s Subsidiaries to permit, Purchaser this Agreement and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all propertiesEffective Time, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s its Subsidiaries to, compile and provide Purchaser afford the Parent and its authorized representatives with such additional financial(including its accountants, operating financial advisors and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During legal counsel) reasonable access during normal business hourshours to all of the properties, personnel, Contracts and with reasonable notice (which shall not require more than one day’s notice)Other Agreements, Purchaser and its representatives also shall have access any documents relating to the management and, with reasonable prior notice to the Company, employees Tax Returns of the Company and its Subsidiaries and other books and records of the Company and its Subsidiaries and shall promptly deliver or make available to the Company’s Parent (a) a copy of each report, schedule and other Representativesdocument filed by the Company pursuant to the requirements of federal or state securities laws and (b) all other information concerning the business, properties, assets and personnel of the Company and its Subsidiaries as the Parent may from time to time reasonably request, including, without limitation, access to outside counsel of the Company or any Subsidiary in connection with the review of any claim, dispute, action, proceeding, suit, appeal, investigation or inquiry pending or threatened against the Company or any Subsidiary. Each Party The Parent shall comply with hold, and shall cause its obligations under Representatives (as defined in the letter agreement dated May 6, 1997 (the "COMPANY CONFIDENTIALITY AGREEMENT") between the Company and Motors Insurance Corporation) to hold, all Evaluation Material (as defined in the Company Confidentiality Agreement. No information or knowledge obtained ) in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained confidence in accordance with the terms of the Company Confidentiality Agreement and, in the event of the termination of this Agreement for any reason, the Parent promptly shall return or destroy all Evaluation Material in accordance with the conditions to the obligations terms of the Parties to consummate the Transaction or any other rights hereunderCompany Confidentiality Agreement.

Access and Information. (a) The Seller Parties During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 5.14 and the Confidentiality Agreement, each of the Company and Merger Sub shall permitgive, and shall cause their respective Representatives to give (subject, in each of instance to (x) compliance with applicable Law, (y) the Company’s Subsidiaries desire to permitmaintain attorney-client privilege or other similar rights at its reasonable discretion, Purchaser and (z) the Representatives consent of Purchaser (including legal counsel or other conditions required by a Contract counterparty or service provider), OceanTech and accountants) to have its Representatives, at reasonable times during normal business hours and upon reasonable notice intervals and notice, reasonable access to all properties, premises, books, the books and records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for of the Company, and Marketing Affiliates; provided, that communications with suppliers all other reasonable financial and operating data and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser information, of, or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries pertaining to, compile the Target Companies as OceanTech or its Representatives may reasonably request regarding the Target Companies and provide Purchaser and its representatives with such additional financialtheir respective businesses, operating assets, Liabilities, financial condition, prospects, operations, management, employees and other data aspects and information as Purchaser may reasonably request. The Company shall provide copies cause each of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees Representatives of the Company and Merger Sub to reasonably cooperate with OceanTech and its Subsidiaries Representatives in such investigation; provided, however, that OceanTech and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. OceanTech hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other business relation of any Target Company regarding any Target Company’s , the business or the Transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other Representatives. Each Party shall comply with its obligations under legal privilege; provided, that, in each such case of clause (i), (ii) or (iii), the Confidentiality Agreement. No Company will inform OceanTech of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by OceanTech in any investigation conducted pursuant to the access contemplated by this Section 6.07 or otherwise 5.1 shall affect or be deemed to modify any representation or warranty contained of the Company set forth in this Agreement or otherwise impair the conditions rights and remedies available to the obligations of the Parties to consummate the Transaction or any other rights OceanTech hereunder.

Access and Information. (a) The Seller Parties shall permitUpon reasonable prior notice and subject to Applicable Law, and shall cause each of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Company Subsidiaries to, compile and provide Purchaser afford to Parent and its representatives with financial advisors, legal counsel, financing sources, accountant or other advisor, agent or authorized representative (collectively, "Representatives") reasonable access during normal business hours and without undue disruption of normal business activity throughout the period prior to the Effective Time to all of its books, records, properties, premises, personnel and advisors during such additional financialperiod and shall furnish, operating and shall cause to be furnished, as promptly as reasonably practicable to Parent, (a) a copy of each report, schedule and other data document filed or received by the Company or any Company Subsidiary pursuant to the requirements of the federal securities laws or a Governmental Entity, except, with respect to examination reports, as is restricted by Applicable Law, and (b) all other information as Purchaser Parent reasonably may reasonably request; provided that the Company and the Company Subsidiaries shall not be obligated to disclose (A) any competitively sensitive information or (B) any information that, in the reasonable judgment of outside counsel to the Company, would result in the loss of attorney-client privilege with respect to such information. The Company shall provide copies of all such documents give prompt written notice to Purchaser and its representatives promptly upon request. During normal business hoursParent, and with reasonable notice (which Parent shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior give prompt written notice to the Company, employees upon obtaining knowledge of (i) any notice or other communication received by such party from any Governmental Entity in connection with this Agreement, the Merger or the transactions contemplated hereby, or from any person alleging that the consent of such person is or may be required in connection with the Merger or the transactions contemplated hereby, (ii) any suits, actions, proceedings or investigations commenced or, to such party's knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its subsidiaries which relate to this Agreement, the Merger or the transactions contemplated hereby, and (iii) any event, occurrence, fact, condition, change, development or effect known to it that (a) in the case of the Company, individually or taken together with all other events, occurrences, facts, conditions, changes, developments or effects known to it, has had, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and its Subsidiaries and (b) would cause or constitute, or would reasonably be expected to cause or constitute, a breach in any material respect of any of such person's representations, warranties, covenants or agreements contained herein. Notwithstanding the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in foregoing, neither any investigation pursuant to this Section 6.07 8.1 nor the delivery of any notice pursuant to this Section 8.1 shall limit or otherwise shall affect any remedies available to Parent or be deemed to modify the Company, as applicable, or prevent or cure any representation misrepresentations, breach of warranty or warranty contained in this Agreement breach of covenant or the conditions to the obligations of the Parties parties under this Agreement. Each party shall continue to consummate abide by the Transaction or any other rights hereunderterms of the confidentiality agreement between Sun Capital Partners Group IV, Inc. and the Company, dated March 30, 2007 (the "Confidentiality Agreement").

Access and Information. (a) The Seller Parties shall permit, and shall cause each Until the Closing or termination of the Company’s Subsidiaries Agreement, the Seller shall afford to permit, Purchaser Buyer and the Representatives of Purchaser its representatives (including legal counsel accountants and accountantscounsel) to have reasonable access, during normal business hours and upon reasonable notice access notice, to all properties, premisesbooks, records, and tax returns of the Company and each of its Subsidiaries and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of the Buyer, to make copies of such books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having documents and to discuss the business relationships of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Buyer may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries, other than customersand shall cooperate fully with the Buyer and its representatives (including accountants and counsel), those suppliers who purchase key words for in connection with the Companyforegoing. Notwithstanding the foregoing provisions of this Section 4.2, and Marketing Affiliates; providedthe Seller shall not be required to, that communications with suppliers and other Persons shall include or to cause the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use any of its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and grant access or furnish information to Buyer or any of Buyer’s representatives to the extent that such access or disclosure would violate the rights of its representatives with such additional financialcustomers, operating and other data and information as Purchaser may reasonably requestwould jeopardize an attorney/client or attorney work product privilege, or is prohibited by law or an existing contract or agreement. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which Buyer shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees personnel records of the Company and or any of its Subsidiaries and relating to individual performance or evaluation records, medical histories or other information that in the CompanySeller’s other Representativesgood faith opinion is sensitive or the disclosure of which could subject the Seller, the Company or any of its Subsidiaries to risk of liability. Each Party shall comply with its obligations under the Confidentiality Agreement. No All information or knowledge obtained in any investigation provided pursuant to this Section 6.07 or otherwise Agreement shall affect or be deemed to modify any representation or warranty contained remain subject in this Agreement or the conditions all respects to the obligations of Confidentiality Agreement until the Parties to consummate the Transaction or any other rights hereunderClosing Date.

Access and Information. (a) The Seller Parties shall permitSubject to, and shall cause each in accordance with, the terms and conditions of the Company’s Subsidiaries to permitConfidentiality Agreements, Purchaser and from the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all propertiesdate hereof until the Closing, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries Subsidiary to, compile and provide Purchaser make full disclosure to the Buyer and its representatives with such additional financial, operating and other data and information Permitted Representatives (as Purchaser may reasonably request. The Company shall provide copies defined in the Confidentiality Agreements) of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and the information that is reasonably requested by the Buyer with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access regard to the management andTransferred Companies. Notwithstanding the preceding sentence, with reasonable prior notice nothing in this Agreement or any other agreement between the Parties shall obligate the Company or the Subsidiary to disclose to the CompanyBuyer, employees of the Company and or its Subsidiaries and agents or representatives, prior to the Company’s Closing, any information concerning (a) the Mutual Litigation, (b) source code for any software owned or used by the Transferred Companies, or (c) the names or other Representatives. Each Party shall comply with its obligations under identifying information (email, phone, mailing or IP address, etc.) of any customers (except in the Confidentiality Agreementcase of a random sampling of an agreed upon number of customers performed by an independent third party agent of Buyer for verification purposes only). No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify alter any representation or warranty contained in this Agreement given hereunder by the Sellers or the conditions Company. All requests for information made pursuant to this Section shall be directed to the obligations Sellers’ Representative or such Person or Persons as may be designated by the Sellers’ Representative. All information received pursuant to this Section shall be governed by Section 6.10 and the Confidentiality Agreements, together with any other agreement entered into regarding the confidentiality and/or dissemination of information of the Parties Company to consummate the Transaction Buyer or to its counsel. Notwithstanding any provision to the contrary, if, in the opinion of counsel to the Company, it may be potentially harmful to disclose certain documents or information to the Buyer, having regards to the competitive and/or litigation position of the Company in the event the Closing is not consummated pursuant to this Agreement, then such documents or information shall not be provided to the Buyer, the Parent or any other rights hereunderof their Representatives.