Common use of Access and Information Clause in Contracts

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC 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 Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

Access and Information. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of its Subsidiaries is a party (in which case the Company shall use all commercially reasonable efforts to provide acceptable alternative arrangements, not in violation of such agreement or arrangement, for disclosure to Parent or its advisors) or pursuant to applicable law, the Company shall afford to Parent, and to Parent's accountants, officers, directors, employees, counsel, and other representatives, reasonable access during normal business hours upon reasonable prior notice, from the date hereof through the Effective Time, to all of its properties, books, contracts, commitments, and records, and, during such period, the Company shall furnish promptly to Parent all information concerning the Company's and its Subsidiaries' businesses, prospects, properties, liabilities, results of operations, financial condition, testing, clinicals, officers, employees, investigators, distributors, customers, suppliers, and others having material dealings with the Company as Parent may reasonably request and reasonable opportunity to contact and obtain information from such officers, employees, investigators, distributors, customers, suppliers, and others having dealings with the Company as Parent may reasonably request. During the period from the date of this Agreement hereof to the Effective Time, the parties shall in good faith meet and continuing until correspond on a regular basis for mutual consultation concerning the earlier conduct of the termination of this Agreement Company's and the Subsidiaries' businesses and, in accordance connection therewith, Parent shall be entitled, during normal business hours upon reasonable prior notice and in a manner that does not unreasonably interfere with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17Company's business, to have employees or other representatives present at the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each offices of the Company and Holdings shall giveits Subsidiaries to observe, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC 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 Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoingkept informed concerning, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to Company's and the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation Subsidiaries' operations and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)business planning.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Merger Closing (the “Interim Period”), subject to Section 8.178.16, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsCompanies, as SPAC Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Representatives of the Company to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser 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 HoldingsCompanies. SPAC Each of Purchaser, Pubco and Merger Sub hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would jeopardize the protection constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)privilege.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 12.1 or the Second Merger Closing (the “Interim Period”), subject to Section 8.179.18, to the extent permitted by applicable Law Company, Orca Midco and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings Orca shall give, and shall cause its their respective Representatives to give, each of Pubco and SPAC and its their respective Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsCompanies, as each of Pubco and SPAC or its and their respective Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects aspects, and cause each of the Representatives of the Company Target Companies to reasonably cooperate with each of Pubco and SPAC and its their respective Representatives in their investigation; provided, however, that each of Pubco and SPAC and its their respective 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 HoldingsCompanies. Each of Pubco, Pubco, Merger Sub I, Merger Sub II and SPAC hereby agrees agree that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the such Target Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Target Companies shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would jeopardize the protection constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)privilege.

Access and Information. (a) During Until the period from the date of this Agreement and continuing until the earlier of the Closing or termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”)Agreement, subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company shall afford to Buyer and Holdings shall give, and shall cause its Representatives to give(including accountants and counsel) reasonable access, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contractsbooks, books records and records, financial Tax Returns of the Company and operating data each of its Subsidiaries and all other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining with respect to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assetstogether with the opportunity, Liabilities, financial condition, operations, management, employees at the sole cost and other aspects and cause each expense of the Representatives Buyer, to discuss the business of the Company to 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 and consummating the transactions contemplated hereby, and shall cooperate fully with SPAC the Buyer and its Representatives (including accountants and counsel), in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere connection with the business or operations of the Target Companies or Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)foregoing. Notwithstanding the foregoing, the Company shall not be required to, or to provide cause the Company or any of its Subsidiaries to, grant access or furnish information to Buyer or any information of Buyer’s Representatives to the extent that such access or disclosure would, or would reasonably be expected to, (i) that is personally identifiable information unreasonably interrupt the normal course of a third party which is prohibited from being disclosed pursuant to business of the terms of a written confidentiality agreement with a third partyCompany and its Subsidiaries, (ii) violate or prejudice the rights of its customers or employees, (iii) jeopardize an attorney-client or attorney work product privilege, (iv) be prohibited by Applicable Law or an existing contract or agreement, or (v) violate any confidentiality obligations of the Company or any of its Subsidiaries. Notwithstanding the foregoing, the Buyer shall not, prior to the Closing, have access to employee I-9 forms, applicant or employee background check records, applicable or employee drugs and/or alcohol testing records, personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, discipline or termination, medical or workers compensation, disability or religious accommodation, medical histories or other information that in the Company’s good faith opinion is sensitive or the disclosure of which would violate could subject the Sellers, the Company or any Lawof its Subsidiaries to risk of liability. Buyer and its Representatives shall not be permitted to collect any air, (iii) soil, surface water or ground water samples, nor to perform any invasive or destructive sampling on any properties of the disclosure Company or any of which would jeopardize its Subsidiaries. During any visits to any offices or properties of the protection Company or any of attorney-clientits Subsidiaries permitted by this Section 4.3(a), attorney work product or other legal privilege or (iv) that is directly related the Buyer shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to the negotiation and execution premises being visited. The Company or any of its Subsidiaries shall have the right to have a Representative present at all times during any visits to the offices or properties of the Transactions (Company or any transactions that are of its Subsidiaries or were alternatives inspections, interviews and examinations conducted at or on the offices or properties of the Company or any of its Subsidiaries. In no event shall the Buyer or any of its Representatives contact any customers of the Company or any of its Subsidiaries without the consent of the Company, except for contacts made in the ordinary course of business consistent with past practice. For the avoidance of doubt, any access, information or disclosure under this Section 4.3(a) shall be subject to the Transactions)confidentiality obligations of the Buyer and its Representatives (as defined in the Confidentiality Agreement) under the Confidentiality Agreement.

Access and Information. (a) Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of its Subsidiaries is a party (in which case the Company shall use all commercially reasonable efforts to provide acceptable alternative arrangements, not in violation of such agreement or arrangement, for disclosure to Parent or its advisors) or pursuant to applicable Law, the Company shall afford to Parent, and to Parent's accountants, officers, directors, employees, counsel, and other representatives, reasonable access during normal business hours upon reasonable prior notice, from the date hereof through the Effective Time, to all of its properties, books, contracts, commitments, and records, and, during such period, the Company shall furnish promptly to Parent all information concerning the Company's and its Subsidiaries' businesses, prospects, properties, liabilities, results of operations, financial condition, testing, clinicals, officers, employees, investigators, distributors, customers, suppliers, and others having material dealings with the Company as Parent may reasonably request and reasonable opportunity to contact and obtain information from such officers, employees, investigators, distributors, customers, suppliers, and others having dealings with the Company as Parent may reasonably request. During the period from the date of this Agreement hereof to the Effective Time, the parties shall in good faith meet and continuing until correspond on a regular basis for mutual consultation concerning the earlier conduct of the termination of this Agreement Company's and the Subsidiaries' businesses and, in accordance connection therewith, Parent shall be entitled, during normal business hours upon reasonable prior notice and in a manner that does not unreasonably interfere with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17Company's business, to have employees or other representatives present at the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each offices of the Company and Holdings shall giveits Subsidiaries to observe, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC 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 Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoingkept informed concerning, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to Company's and the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation Subsidiaries' operations and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)business planning.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, Prior to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the TransactionsClosing, each of the Company and Holdings shall giveshall, and shall cause each Company Subsidiary to, afford Buyer or its Representatives to givereasonable access, SPAC upon reasonable prior notice and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities the Group Companies’ executive personnel listed on Section 6.2(a) of the Disclosure Schedule and to all employees, the Group Companies’ properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts documents and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigationdata; provided, however, that SPAC and its Representatives shall conduct (i) any such activities access shall be conducted at Buyer’s expense, under the reasonable supervision of Company personnel and in such a manner as to maintain the confidentiality of such information and not to unreasonably interfere with the business or operations normal operation of the Target Companies or Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third partyGroup Companies, (ii) neither Buyer nor any of Buyer’s Representatives shall contact, directly or indirectly, except in the disclosure ordinary course of Buyer’s business, any employee, customer or supplier of a Group Company without the Company’s prior written consent, which would violate any Law, may be withheld in the Company’s reasonable discretion and (iii) no Group Company shall have any obligation to disclose any information to Buyer to the extent such disclosure would (A) result in a material breach of any agreement to which would any Group Company is a party or is otherwise bound, (B) reasonably be expected to jeopardize the protection of any attorney-client, attorney work product client or other legal privilege of any Group Company, or (ivC) result in a violation of any Laws or fiduciary duties applicable to any Group Company; provided, further, that is directly related the parties shall use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the foregoing restrictions set forth in clauses (A), (B) and (C) above apply. The information delivered to Buyer or its authorized representatives pursuant to this Agreement, including this Section 6.2(a), shall be subject to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)Confidentiality Agreement.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Merger Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions8.16, each of the Company and Holdings Pubco shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsPubco, as SPAC Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings Pubco and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Representatives of the Company and Pubco to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser 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 HoldingsPubco. SPAC Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would jeopardize the protection constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)privilege.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 8.1 or the Closing (the “Interim Period”), subject to Section 8.176.14, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, SPAC give the Purchaser and its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsCompany, as SPAC the Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings Company and their respective its businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of the Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser 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 Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to the Purchaser or any of its Representatives any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant if and to the terms extent doing so would (A) violate any Law to which the Company is subject, (B) result in a breach of a written confidentiality agreement with any Contract between the Company and a third party, (iiC) the disclosure of which would violate any Lawlegally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (iiiD) jeopardize protections afforded to the disclosure of which would jeopardize Company under the protection of attorney-client, client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company shall use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if the Company, on the one hand, and any Purchaser Party or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. Notwithstanding the foregoing or anything contained in this Agreement, the Parties acknowledge that certain information of or maintained by the Company is subject to governmental secrecy or confidentiality provisions and may not be disclosed or shared without prior approval of the applicable Governmental Authority or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)applicable Person.

Access and Information. From and after the Closing, in connection with any reasonable business purpose, including (ai) During in response to the period from request or at the date direction of a Government Entity, (ii) the preparation of Tax Returns or other documents related to Tax matters and (iii) the determination of any matter relating to the rights or obligations of the P66 Parties and their respective Affiliates and P66 Operator under this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”)any other Transaction Document, subject to Section 8.17any applicable Law and any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, upon reasonable prior notice, Enbridge shall (A) afford the P66 Parties and their respective Representatives reasonable access, during normal business hours, to the extent permitted by applicable Law books, data, files, information and solely records of Enbridge and its Affiliates in respect of the GOH Companies (including, for the purpose avoidance of facilitating doubt, Tax Returns and other information and documents relating to Tax matters), (B) furnish to the consummation P66 Parties such additional financial and other information regarding the GOH Companies as the P66 Parties may from time to time reasonably request (for the avoidance of doubt, including Tax Returns and other information and documents relating to Tax matters, and excluding any consolidated, affiliated, unitary or similar Tax Returns of Enbridge or employment records) and (C) make available to the P66 Parties the employees of Enbridge and its Affiliates (or, if applicable, any replacement manager or operator) whose assistance, expertise, testimony, notes and recollections or presence is necessary to assist the P66 Parties, their respective Affiliates or their respective Representatives in connection with the P66 Parties’ or such Affiliates’ inquiries for any of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives purposes referred to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigationthis Section 8.1; provided, however, that SPAC and its Representatives such access or request shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of Enbridge or any of its Affiliates. In no event shall the Target Companies auditors and independent accountants of Enbridge or Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact its Affiliates be obligated to make any employee (other than executive officers), customer, supplier, distributor or other material business relation of work papers available to any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (Person unless and until such consent not Person has signed a customary confidentiality and hold harmless agreement relating to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide such access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant work papers in form and substance reasonably acceptable to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product such auditors or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)independent accountants.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 12.1 or the Closing (the “Interim Period”), subject to Section 8.179.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC 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 Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

Access and Information. (a) During the period from the date of this Agreement Upon reasonable prior notice and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17Applicable Law, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall giveshall, and shall cause its Representatives the Company Subsidiaries to, afford to give, SPAC Parent and its Affiliates (and to the respective equityholders, managers, directors, officers, employees, financial advisors, legal counsel, financing sources, accountants or other advisors, agents or authorized representatives (collectively, “Representatives, at ”) of Parent and its Affiliates) reasonable times access during normal business hours and at reasonable intervals without undue disruption of the normal business activities of the Company and upon reasonable advance noticethe Company Subsidiaries, reasonable access during the period prior to the earlier of the Effective Time and the termination of this Agreement, to all offices and other facilities and to all employeesof its or their respective books, records, properties, Contractspremises and personnel and all of its or their other financial, books operating and records, financial and operating other data and other similar information as Parent may reasonably request; provided that (a) the Company and the Company Subsidiaries shall not be obligated to provide access to (i) any information that would result in the loss of attorney-client privilege with respect to such information, (ii) any information, properties or premises that would result in a breach of a Contract to which the Company or any of the Company Subsidiaries is a party, including Tax Returnsany lease provisions or (iii) any information that would violate any Applicable Law, internal working papersexcept that, client files, client Contracts and director service agreementsin each case of the foregoing clauses (i), of (ii) and (iii), the Company shall use commercially reasonable efforts to enter into a joint defense Contract or pertaining other arrangement that would reasonably allow the Company to the Target Companies provide any such information or Holdingsaccess to Parent, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings Affiliates and its and their respective businessesRepresentatives, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each (b) no investigation pursuant to this Section 8.1 shall affect or be deemed to modify any representations or warranties made herein or the conditions to the obligations of the Representatives of respective parties to consummate the Merger and the other transactions contemplated by this Agreement and (c) the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC 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 Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Subsidiaries shall not be required to provide access conduct, or permit Parent or any of its Representatives to conduct, any environmental investigation or sampling of soil, air, surface water, building material, groundwater or other environmental media at or relating to any information (i) that is personally identifiable information Company Real Property. Without limiting the generality of a third the foregoing, Parent shall schedule and coordinate all inspections with the Company and shall give the Company reasonable prior notice thereof. Each party which is prohibited from being disclosed pursuant shall continue to abide by the terms of a written the confidentiality agreement with a third partybetween Energy Capital Partners III, LLC and the Company, dated April 10, 2017 (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions“Confidentiality Agreement”).

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.178.19, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company HMI and Holdings shall give, and shall cause its Representatives to give, SPAC MGO and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target HMI Companies or Holdings, as SPAC MGO or its Representatives may reasonably request regarding the Target HMI Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company HMI to reasonably cooperate with SPAC MGO and its Representatives in their investigation; provided, however, that SPAC MGO 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 HMI Companies or Holdings. SPAC MGO hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target HMI Company regarding any Target HMI Company, its business or the Transactions without the prior written consent of the Company HMI (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company HMI shall not be required to provide access to any information (i) that is personally identifiable information of a third party which Third Party that is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third partyThird Party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Merger Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions8.16, each of the Company and Holdings Pubco shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsPubco, as SPAC Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings Pubco and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist), and cause each of the Representatives of the Company and Pubco to reasonably cooperate with SPAC Purchaser and its Representatives in their investigation; provided, however, that SPAC Purchaser 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 HoldingsPubco. SPAC Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, or (iii) the disclosure of which would jeopardize the protection constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)privilege.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall giveSeller Parties shall, and shall cause its Representatives to givetheir Subsidiaries, SPAC accountants, auditors, counsel and other representatives to, give Buyer and its RepresentativesAffiliates and to their respective directors, at officers, employees, accountants, agents, counsel, insurance brokers, insurance companies, lenders and other financing sources and other representatives (collectively, "REPRESENTATIVES") reasonable times access during Seller Parties' normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access throughout the period prior to the Closing to all offices and other facilities and to all employees, of Seller Entities' properties, books, Business Contracts, books and recordscommitments, financial and operating data data, Tax Returns and materials related to Taxes, accounting work papers, reports of examination and records relating to the Acquired Business, the Acquired Assets or the Assumed Liabilities. Without limiting the generality of the foregoing, Buyer and its Affiliates shall be entitled to make (or cause to be made) such other similar information investigations of the Acquired Business, the Acquired Assets (including Tax Returns, internal working papers, client files, client Contracts and director service agreementsthe Acquired Companies), the Liabilities, Encumbrances and the condition (financial or otherwise) of such businesses, assets and liabilities as Buyer or pertaining Parent deems necessary or advisable in connection with the transactions contemplated by this Agreement or the Ancillary Agreements (including, but not limited to, conducting prior to the Target Companies or Holdingsexpected Closing Date a physical inspection and preparing an inventory of Rental Vehicles and Support Vehicles (in each case, as SPAC or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives including Owned Vehicles) in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as that does not to unreasonably interfere with the business or operations of Seller Entities and otherwise consistent with Prudent Industry Practices), and Seller Parties shall reasonably cooperate with any such investigations. Upon reasonable notice from Buyer, Seller Parties shall furnish to Buyer updated information of the Target Companies or Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee type described in SECTION 3.7(a) and (other than executive officers), customer, supplier, distributor or other material business relation b) in advance of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)physical inspection.

Access and Information. (a) During the period from the date of this Agreement Effective Date and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions8.14, each of the Company, Pubco and Merger Sub (collectively with the Target Companies, the “Company and Holdings Entities”) shall give, and shall cause its their respective Representatives to give, SPAC JWAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, Company Entities as SPAC JWAC or its Representatives may reasonably request regarding the Target Companies or Holdings Company Entities and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the any Company Entity to reasonably cooperate with SPAC JWAC and its Representatives in their investigation; provided, however, that SPAC JWAC 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 HoldingsCompany Entities. SPAC JWAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company Entity regarding any Target CompanyCompany Entity, its business or the Transactions and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Entities shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, Law or (iii) the disclosure of which would jeopardize the protection constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)privilege.

Access and Information. From the date hereof until the Closing, each of CardCash, on one hand, and RDE and Merger Sub, on the other hand, shall (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause direct its or their Representatives to give, SPAC the other Party and its or their Representatives, at reasonable times during normal business hours and at hours, upon reasonable intervals and upon reasonable advance notice, and under the supervision of the providing Party’s personnel, reasonable access to all offices and other facilities and to all employees, properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies such Party or Holdingsits Subsidiaries, as SPAC the other Party or its Representatives may reasonably request regarding the Target Companies or Holdings such Party, its Subsidiaries and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including a copy of each material report, schedule and cause each other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)), and (b) reasonably cooperate with, and instruct the Representatives of the Company such Party to reasonably cooperate with SPAC with, the other Party and its Representatives in their investigation; provided, however, that SPAC each Party 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 other Party or Holdingsany of its Subsidiaries. SPAC hereby agrees thatNotwithstanding anything to the contrary in this Agreement, during neither Party shall be required to disclose any information to the Interim Periodother Party if such disclosure would, it shall in the disclosing Party’s sole discretion: (i) cause significant competitive harm to the disclosing Party and its business if the transactions contemplated by this Agreement are not contact consummated; (ii) jeopardize any employee (other than executive officers), customer, supplier, distributor attorney-client or other material business relation privilege; or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of any Target Company regarding any Target Companythis Agreement. Prior to the Closing, its business or the Transactions without the prior written consent of the Company (such consent not to CardCash, which may be unreasonably withheldwithheld for any reason, conditioned or delayed). Notwithstanding the foregoing, the Company RDE and Merger Sub shall not be required to provide access to contact any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third partysuppliers to, (ii) the disclosure of which would violate any Lawor customers of, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)CardCash.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 7.1 or the Closing (the “Interim Period”), subject to Section 8.175.15, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause direct its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all appropriate officers and employees, and to respective properties, Contracts, agreements, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsCompanies, as SPAC the Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and cause income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and instruct each of the Company’s Representatives of the Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser 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 Holdings. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed)Companies. Notwithstanding the foregoing, the Company shall not be required to provide may restrict or otherwise prohibit access to any documents or information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms extent that (a) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (b) access to such documents would be in violation of the HSR Act, Xxxxxxx Act, or any applicable non-U.S. antitrust or competition laws; (c) access to such documents or information would give rise to a written confidentiality agreement with a third party, (ii) the disclosure material risk of which would violate waiving any Law, (iii) the disclosure of which would jeopardize the protection of attorney-clientclient privilege, attorney work product doctrine or other legal similar privilege applicable to such documents or information; or (ivd) that is directly related such documents or information are reasonably pertinent to any adverse legal proceeding between the negotiation Company and execution its Affiliates, on the one hand, and Purchaser and its Affiliates, on the other hand. Nothing in this Section 5.1 will be construed to require the Company, any of the Transactions (its Subsidiaries or any transactions that are of their respective Representatives to prepare any reports, statements, analyses, appraisals, opinions or were alternatives to other information not otherwise prepared in the Transactions)ordinary course of business.

Access and Information. (a) 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 11.1 ‎ 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation provisions of the TransactionsConfidentiality Agreement, each of the Company and Holdings Merger Sub shall give, and shall cause its respective Representatives to givegive (subject, SPAC in each instance, to (x) compliance with applicable Law, (y) the Company’s desire to, insofar as legally applicable in the opinion of counsel, maintain attorney-client privilege at its sole discretion, and (z) the consent of, or other conditions required by, a Contract counterparty; provided that in the event that Company or Merger Sub does not provide access or information in reliance on sub-clauses (x), (y) or (z), it shall use its reasonable efforts to communicate the applicable information to Moringa in a way that would not waive such a privilege, or violate applicable Law or Contract), Moringa and its Representatives, at reasonable times times, during normal business hours hours, and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities facilities, and to all employees, properties, Contracts, commitments, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC Moringa or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including monthly unaudited financial statements) and cause each of the Representatives of the Company and Merger Sub to reasonably cooperate with SPAC Moringa and its Representatives in their investigation; provided, however, that SPAC Moringa 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 HoldingsCompanies. SPAC hereby agrees that, during During the Interim Period, it the Company shall not contact confer from time to time, as reasonably requested by Moringa, with Moringa or its Representatives to discuss any employee (other than executive officers), customer, supplier, distributor material changes or other material business relation of any Target Company regarding any Target Company, its business or developments in the Transactions without the prior written consent operational matters of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding and the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution general status of the Transactions (or any transactions that are or were alternatives to ongoing operations of the Transactions)Company.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Share Acquisition Closing (the “Interim Period”), subject to Section 8.178.16, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, SPAC Purchaser and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as SPAC Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigationaspects; provided, however, that SPAC Purchaser 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 HoldingsHoldings and shall be conducted in compliance with all measures implemented by Governmental Authorities with respect to COVID-19. SPAC Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).

Access and Information. (a) During the period from the date of this Agreement Effective Date and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions8.14, each of the Company, Pubco and Merger Sub (collectively with the Target Companies, the “Company and Holdings Entities”) shall give, and shall cause its their respective Representatives to give, SPAC DMAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, Company Entities as SPAC DMAC or its Representatives may reasonably request regarding the Target Companies or Holdings Company Entities and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any) in each case, if the financial statements or other documents already exist) and cause each of the Representatives of the any Company Entity to reasonably cooperate with SPAC DMAC and its Representatives in their investigation; provided, however, that SPAC DMAC 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 HoldingsCompany Entities. SPAC DMAC hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company Entity regarding any Target CompanyCompany Entity, its business or the Transactions and the Ancillary Documents without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Entities shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, Law or (iii) the disclosure of which would jeopardize the protection constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)privilege.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 10.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions8.13, each of the Company Company, Pubco and Holdings Merger Sub shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsCompanies, Pubco, Merger Sub as SPAC the Purchaser or its Representatives may reasonably request regarding the Target Companies Companies, Pubco or Holdings Merger Sub and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company Company, Pubco and Merger Sub to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC the Purchaser 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 Companies, Pubco or Holdings. SPAC hereby agrees thatMerger Sub or to create a risk of damage or destruction to any property or assets of the Target Companies, during Pubco or Merger Sub; provided further that the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business Pubco and Merger Sub may restrict or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide otherwise prohibit access to any documents or information to the extent that (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant any applicable Law requires the Company, Pubco or Merger Sub to the terms of a written confidentiality agreement with a third partyrestrict or otherwise prohibit access to such documents or information, (ii) the disclosure access to such documents or information would give rise to a risk of which would violate waiving any Lawattorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) access to a Contract to which the disclosure Target Companies, Merger Sub or Pubco is a party or otherwise bound would violate or cause a default under, or give a third person the right terminate or accelerate the rights under, such Contract; provided further that in the event that the Company, Merger Sub or Pubco does not provide access or information in reliance on the preceding proviso, it shall use its commercially reasonable efforts to communicate the applicable information to Purchaser in a way that would not violate the applicable Law, Contract or obligation or to waive such a privilege. Any access to the properties of which would jeopardize the protection Target Companies, Merger Sub or Pubco shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or soil, surface, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. Nothing in this Section 8.1 shall be construed to require the Company, Merger Sub or Pubco of attorney-clientany of the foregoing to prepare any reports, attorney work product analyses, appraisals, opinions or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions).information. 45

Access and Information. (a) During the period from commencing on the date of this Agreement and continuing until the earlier of (a) the termination of this Agreement in accordance with Section 11.1 or ARTICLE XII and (b) the Closing (the “Interim Period”), subject to Section 8.1710.12, to the extent permitted by applicable Law Shareholders and solely for the purpose of facilitating the consummation of the Transactions, each of the Target Company and Holdings shall give, and shall cause each of its Subsidiaries and their respective Representatives to give, SPAC VIH and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employees, properties, Contracts, books Books and recordsRecords, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements)information, of or pertaining to any of the Target Companies or HoldingsGroup Companies, that, as SPAC or applicable, are in the current possession of any such Person, as VIH and its Representatives may reasonably request regarding the Target Group Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects and cause each of the Representatives of the Company Group Companies to reasonably cooperate with SPAC VIH and its Representatives in their investigationinvestigation reasonably in connection with the transactions contemplated hereby; provided, however, that SPAC VIH, 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 Group Companies, including unreasonably invasive or Holdings. SPAC hereby agrees thatintrusive investigations, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (Group Companies and shall conduct such consent not activities remotely to be unreasonably withheld, conditioned or delayed)the extent reasonably requested by the Group Companies in connection with mandatory measures enacted by any Governmental Authority in response to the COVID-19 pandemic. Notwithstanding anything to the foregoingcontrary in this Agreement, none of the Company Group Companies shall not be required to disclose any information to VIH to the extent such disclosure would, in their reasonable determination: (w) result in a loss of any attorney-client or other similar legal privilege; (x) contravene any applicable Law; (y) contravene the confidentiality restrictions in any Contract to which the disclosing Person is a party; provided, that the Group Companies shall use good faith efforts to provide access that complies with such confidentiality restriction or (z) violate applicable Laws (including Antitrust Laws). Nothing herein shall require the Target Company to disclose or provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related primarily relates to the negotiation and execution of this Agreement or the Transactions (or any transactions that are or were alternatives contemplated hereby. All information obtained pursuant to this Section 10.01 shall be subject to the Transactions)Confidentiality Agreement. Nothing herein shall require the Group Companies to disclose or provide access to any information which primarily relates to the negotiation of this Agreement or the transactions contemplated hereby.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 8.1 or the Closing (the “Interim Period”), subject to Section 8.176.15, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to all employeesthe personnel, properties, Contracts, books and records, financial and operating data and other similar information (including excluding Tax ReturnsReturns and Tax-related information, internal working papers, client files, client Contracts and director service agreementsaccess to which shall be governed by Section 6.13(b)), of or pertaining to the Company and the Target Companies or Holdings, as SPAC or its Representatives may reasonably request regarding the Company and the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company or any Target Companies or HoldingsCompany. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee or other personnel (other than executive officers), customer, supplier, distributor or other material business relation of the Company or any Target Company regarding the Company or any Target Company, its business their respective businesses or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, Law or (iii) the disclosure of which would jeopardize the protection constitute a waiver of attorney-client, attorney work product or other legal privilege or (iv) that is directly related to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)privilege.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 8.1 or the Closing (the “Interim Period”), subject to Section 8.175.16, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall give, and shall cause its Representatives to give, SPAC the Purchaser and its Representatives, at reasonable times during normal business hours and at upon reasonable intervals and upon reasonable advance notice, reasonable access to all officers, properties, offices and other facilities and to all employeesContracts, propertiesagreements, Contractscommitments, books and records, financial and operating data and other similar information in the Company’s or its Representatives’ possession (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or HoldingsCompanies, as SPAC the Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including unaudited quarterly financial statements, including a consolidated quarterly balance sheet and income statement, a copy of each material report, schedule and other document filed with or received by a Governmental Authority pursuant to the requirements of applicable securities Laws, and independent public accountants’ work papers (subject to the consent or any other conditions required by such accountants, if any)) and cause each of the Company’s Representatives of the Company to reasonably cooperate with SPAC the Purchaser and its Representatives in their investigation; provided, however, that SPAC (i) the Purchaser 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 Holdings. SPAC hereby agrees that, during and (ii) the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, its business or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company Companies shall not be required to provide access provide, or cause to be provided to, the Purchaser or any of its Representatives any information if and to the extent doing so would (1) violate any Law to which the Target Companies are subject, (2) violate any legally-binding obligation of the Target Companies as of the date hereof with respect to confidentiality, non-disclosure or privacy or (3) jeopardize protections afforded to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to Target Company under the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, client privilege or the attorney work product doctrine; provided that, in case of each of clauses (1) through (3), the Target Companies shall use reasonable best efforts to (x) provide such access as can be provided (or other legal privilege or (iv) that is directly related otherwise convey such information regarding the applicable matter as can be conveyed, including, to the negotiation extent applicable, through redacting party names and/or competitively sensitive or identifiable information) without violating such privilege, doctrine, Contract, obligation or Law and execution (y) provide such information in a manner (including, to the extent applicable, through redaction) without violating such privilege, doctrine, Contract, obligation or Law, provided that the Target Companies shall provide prompt written notice of the Transactions (withholding of access or information on any transactions that are or were alternatives to the Transactions)such basis.

Access and Information. (a) During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Closing (the “Interim Period”), subject to Section 8.17, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall giveTarget Companies shall, and shall cause its Representatives their respective Subsidiaries and representatives to, afford to give, SPAC and its Representativesaccountants, at counsel and other representatives reasonable times access, during normal business hours and at reasonable intervals and upon with reasonable advance notice, reasonable access in such a manner as to not materially interfere with the ordinary course of business of the Target Company Group, and solely for purposes in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, to all offices of their respective properties (other than for purposes of performing any testing, sampling or other invasive analysis of any properties, facilities or equipment of the Target Companies or any of their respective Subsidiaries, which would require the prior consent of either Target Company), books (including, but not limited to, Tax Returns and other facilities work papers of, and correspondence with, the Target Company Group’s independent auditors, in each case to all employees, propertiesthe extent relating to the Business), Contracts, books commitments, records and recordsappropriate officers and employees of the Target Company Group, and shall furnish such representatives with all financial and operating data and other similar information (including Tax Returnsconcerning the Business, internal working papersto the extent then available, client filesas such representatives may reasonably request, client Contracts and director service agreements)except, of or pertaining in each case, to the extent that the Target Companies reasonably determine that providing such access or Holdings, as SPAC data or its Representatives may reasonably request regarding ​ information would (a) unreasonably disrupt the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Representatives of the Company to reasonably cooperate with SPAC and its Representatives in their investigation; provided, however, that SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or normal operations of the Target Companies Company Group, (b) violate any contractual, fiduciary or Holdings. SPAC hereby agrees legal duty or obligation to which any member of the Target Company Group is subject (provided, that, during to the extent possible, the Parties shall cooperate in good faith to permit disclosure of such information in a manner that complies with such duty or obligation), (c) result in the loss of the ability of any member of the Target Company Group to assert successfully or seek the application of attorney-client privilege or the work-product doctrine or (d) result in the disclosure of information reasonably pertinent to any Action in which any member of the Target Company Group or any of their respective Affiliates, on the one hand, and SPAC or any of its Affiliates, on the other hand, are adverse parties. During the Interim Period, it the Target Companies shall not contact as promptly as practicable provide to SPAC any employee (other than executive officers), customer, supplier, distributor notices of default or other material business relation of violations received from any Target Company regarding any Target Company, its business counterparty to a Real Property Lease. All information obtained by SPAC or the Transactions without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed their respective representatives pursuant to the terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other legal privilege or (iv) that is directly related this Section 7.2 shall be subject to the negotiation and execution of the Transactions (or any transactions that are or were alternatives to the Transactions)Confidentiality Agreement.