Common use of Access and Information Clause in Contracts

Access and Information. (a) Subject to Section 5.13(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 7.1 or the Closing (the “Interim Period”), MICT shall give, and shall cause its Representatives to give, Intermediate and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiaries, as Intermediate or its Representatives may reasonably request regarding MICT, its Subsidiaries 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 its Representatives to reasonably cooperate with Intermediate and its Representatives in their investigation; provided, however, that Intermediate and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICT, any of its Subsidiaries.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 11.1 or the Closing (the “Interim Period”), MICT subject to Section 8.13, each of the Company, Pubco and Merger Sub shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon at 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 MICT the Target Companies, Pubco or its Subsidiaries, Merger Sub as Intermediate Purchaser or its Representatives may reasonably request regarding MICTthe Target Companies, its Subsidiaries Pubco or Merger Sub 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) in each case, if the financial statements or other documents already exist) and cause each of its the Representatives of the Company, Pubco and Merger Sub to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies, Pubco or Merger Sub. 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 Subsidiariesbusiness or the 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 constitute a waiver of attorney-client, attorney work product or other legal privilege.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 10.1 or the Closing (the “Interim Period”), MICT subject to Section 7.13, each of the Company, Pubco, First Merger Sub and Second Merger Sub shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon at 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiariesthe Target Companies, Pubco, First Merger Sub and Second Merger Sub as Intermediate Purchaser or its Representatives may reasonably request regarding MICTthe Target Companies, its Subsidiaries Pubco or Merger Sub 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 its the Representatives of the Company, Pubco, First Merger Sub and Second Merger Sub to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies, any of its SubsidiariesPubco, First Merger Sub or Second Merger Sub.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 or the Closing (the “Interim Period”), MICT subject to Section 5.14, each of the Company, Pubco and the Merger Subs shall give, and shall cause its Representatives to give, Intermediate SPAC and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT the LLP Companies, Pubco or its Subsidiaries, Merger Subs as Intermediate SPAC or its Representatives may reasonably request regarding MICTthe LLP Companies, its Subsidiaries Pubco or the Merger Subs 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 its the Representatives of the Company, Pubco and the Merger Subs to reasonably cooperate with Intermediate SPAC and its Representatives in their investigation; provided, however, that Intermediate SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe LLP Companies, Pubco or the Merger Subs or to create a material risk of damage or destruction to any property or assets of the LLP Companies, Pubco or Company Merger Sub in any material respect; provided further that the Company, Pubco and Company Merger Sub may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company, Pubco or Company Merger Sub to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would likely result in the waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information, or (iii) access to a Contract to which the LLP Companies, Company Merger Sub or Pubco is a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract; provided further that in the event that the Company, 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 SPAC in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. Any access to the properties of the LLP Companies, Company 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 of its SubsidiariesPhase I or Phase II environmental assessments. Nothing in this Section 5.1(a) shall be construed to require the Company, Company Merger Sub or Pubco to spend material resources to prepare any reports, analyses, appraisals, opinions or other information that they currently do not prepare.

Access and Information. (a) Subject to Section 5.13(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 7.1 or the Closing (the “Interim Period”), MICT The Company shall give, and shall cause direct its Representatives to give, Intermediate the Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiariesthe Target Companies, as Intermediate the Purchaser or its Representatives may reasonably request regarding MICT, its Subsidiaries the Target Companies 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 instruct each of its the Company’s Representatives to reasonably cooperate with Intermediate the Purchaser and its Representatives in their investigation; provided, however, that Intermediate (A) 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 MICTthe Target Companies; and (B) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser or any of its SubsidiariesRepresentatives if such access or disclosure, in the good faith reasonable belief of the Company, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Authority (including any Antitrust Laws) or the provisions of any agreement to which a Target Company is a party (taking into account the confidential nature of the disclosure). Other than as expressly provided in this section, Purchaser is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates not to) contact any officer, director, employee, customer, supplier, joint-venture partner, lessor, lender or other material business relation of the Target Companies prior to the Effective Time without the prior written consent of the Company, such consent not to be unreasonably withheld, delayed or conditioned. The Purchaser shall, and shall cause its Representatives to, abide by the terms of any confidentiality agreement with respect to such access and any information furnished to it or its Representatives.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 11.1 or the Closing (the “Interim Period”), MICT subject to Section 8.13, each of the Company, Pubco and Merger Sub shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon at 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 MICT or its Subsidiariesthe Target Companies, Pubco, Merger Sub as Intermediate Purchaser or its Representatives may reasonably request regarding MICTthe Target Companies, its Subsidiaries Pubco or Merger Sub 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) in each case, if the financial statements or other documents already exist) and cause each of its the Representatives of the Company, Pubco and Merger Sub to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies, Pubco or Merger Sub. 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 Subsidiariesbusiness or the 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 constitute a waiver of attorney-client, attorney work product or other legal privilege.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 11.1 or the Closing (the “Interim Period”), MICT subject to Section 8.15, the Target Companies shall give, and shall cause its Subsidiaries and Representatives to give, Intermediate the Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiariesthe Target Companies, as Intermediate the Purchaser or its Representatives may reasonably request regarding MICTthe Target Companies 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 Target Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that 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. During the Interim Period, subject to Section 8.15, the Purchaser shall give, and shall cause its Representatives to give, the Target Company and its Representatives, during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Target Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries 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 its Representatives Purchaser Representative to reasonably cooperate with Intermediate the Target Company and its Representatives in their investigation; provided, however, that Intermediate the Target Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICT, the Purchaser or any of its Subsidiaries.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 or the Closing (the “Interim Period”), MICT subject to Section 5.16, each of the Seller and Seller Merger Sub shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT Seller or its SubsidiariesSeller Merger Sub, as Intermediate Purchaser or its Representatives may reasonably request regarding MICT, its Subsidiaries Seller or Seller Merger Sub 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 its the Representatives of the Seller and Seller Merger Sub to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTSeller or the Seller Merger Sub. Notwithstanding the foregoing, the Seller and Seller Merger Sub shall not be required to provide to the Purchaser or any of its SubsidiariesRepresentatives any information (i) if and to the extent doing so would (A) violate any Law to which the Seller or Seller Merger Sub is subject, (B) result in a breach of any Contract between the Seller or Seller Merger Sub and a third party, (C) violate any legally-binding obligation of the Seller or Seller Merger Sub with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Seller or Seller Merger Sub under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Seller and Seller Merger Sub 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 Seller and Seller Merger Sub, on the one hand, and the Purchaser or any of its respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided further that the Seller and Merger Sub shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 8.1 or the Closing Date (the “Interim Period”), MICT subject to Section 5.11, each of the Company shall give, and shall cause its Representatives to give, Intermediate SPAC, Merger Sub and their respective its Representatives, at reasonable times during normal business hours and upon at 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 the Company as SPAC, of Merger Sub or pertaining to MICT or its Subsidiaries, as Intermediate or its their Representatives may reasonably request regarding MICT, its Subsidiaries the Company 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 sheets and income statementstatements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority pursuant to the requirements of applicable securities LawsAuthority, 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 its the Representatives of the Company to reasonably cooperate with Intermediate SPAC, Merger Sub and its their Representatives in their investigation, and, except as provided in Section 5.11, the Company are not required to produce new reports or information that otherwise are not already in existence; provided, however, that Intermediate SPAC, Merger Sub and its their Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Company; provided, further, that such access may be limited to the extent any of its Subsidiariesthe Company reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Company. SPAC and Merger Sub hereby agree that, during the Interim Period, they shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Company regarding any Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 7.1 7.1, or (ii) the Closing (the “Interim Period”), MICT subject to Section 5.14 and the Confidentiality Agreement, each of the Company and Merger Sub shall give, and shall cause its their respective Representatives to givegive (subject, Intermediate in each instance to (x) compliance with applicable Law, (y) the Company’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, and their respective (z) the consent of or other conditions required by a Contract counterparty or service provider), PHP Ventures and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiaries, the Target Companies as Intermediate PHP Ventures or its Representatives may reasonably request regarding MICT, its Subsidiaries the Target Companies 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 its the Representatives of the Company and Merger Sub to reasonably cooperate with Intermediate PHP Ventures and its Representatives in their investigation; provided, however, that Intermediate PHP Ventures and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of its Subsidiariesthe Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. PHP Ventures hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a Contract or confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), the Company will inform PHP Ventures of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by PHP Ventures in any investigation conducted pursuant to the access contemplated by this Section 5.1(a) shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to PHP Ventures hereunder.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 8.1 or the Closing Date (the “Interim Period”), MICT subject to Section 5.9, each of the Target Companies shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon at 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 the Target Companies or pertaining to MICT or its Subsidiaries, their Affiliates as Intermediate Purchaser or its Representatives may reasonably request regarding MICT, its Subsidiaries the Target Companies or their Affiliates 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 sheets and income statementstatements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority pursuant to the requirements of applicable securities LawsAuthority, 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 its the Representatives of the Target Companies to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation, and, except as provided in Section 5.9, the Target Companies or their Affiliates are not required to produce new reports or information that otherwise are not already in existence; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies, Purchaser, Merger Sub or their Affiliates; provided, further, that (i) such access may be limited to the extent any of the Target Companies, Purchaser, Merger Sub or their Affiliates reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies, Purchaser, Merger Sub or their Affiliates and (ii) nothing in this Agreement shall be deemed to provide Purchaser and its Subsidiaries.Representatives with the right to have access to any of the offices or information of any of the equityholders of any of the Target Companies, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, (x) it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company or (y) conduct or perform any invasive or subsurface investigations of the properties or facilities of any Target Company or its Affiliates, in each case, without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege. 45

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 9.1 or the Closing (the “Interim Period”), MICT subject to Section 6.14, the Company shall give, and shall cause its Representatives to give, Intermediate the SPAC and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiariesthe Company, as Intermediate the SPAC or its Representatives may reasonably request regarding MICT, the Company and its Subsidiaries 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 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 its the Company’s Representatives to reasonably cooperate with Intermediate the SPAC and its Representatives in their investigation; provided, however, that Intermediate the SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Company. During the Interim Period, subject to Section 6.14, the SPAC shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the SPAC, as the Company or its Representatives may reasonably request regarding the SPAC, its respective business, 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 SPAC’s Representatives to reasonably cooperate with the Company and its SubsidiariesRepresentatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SPAC.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 8.1 or the Closing (the “Interim Period”), MICT subject to Section 6.14, each of the Company, Pubco and the Merger Subs shall give, and shall cause its Representatives to give, Intermediate SPAC and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT the Lexasure Companies, Pubco or its Subsidiaries, Merger Subs as Intermediate SPAC or its Representatives may reasonably request regarding MICTthe Lexasure Companies, its Subsidiaries Pubco or the Merger Subs 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) )), including each of the matters, documents and/or information set forth on Schedule 8.1(k), and cause each of its the Representatives of the Company, Pubco and the Merger Subs to reasonably cooperate with Intermediate SPAC and its Representatives in their investigation; provided, however, that Intermediate SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Lexasure Companies, any of its SubsidiariesPubco or the Merger Subs.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 9.1 or the Closing (the “Interim Period”), MICT subject to Section 6.15, the Company shall give, and shall cause its Subsidiaries and Representatives to give, Intermediate the Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT the Company or its Subsidiariesthe Targets, as Intermediate the Purchaser or its Representatives may reasonably request regarding MICTthe Company, the Targets 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 the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that 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 Company and the Targets. During the Interim Period, subject to Section 6.15, the Purchaser shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries 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 its the Purchaser’s Representatives to reasonably cooperate with Intermediate the Company and its Representatives in their investigation; provided, however, that Intermediate the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICT, the Purchaser or any of its Subsidiaries.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 8.1 or the Closing Date (the “Interim Period”), MICT subject to Section 5.9, each of the Target Companies, Pubco and the Merger Subs shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon at 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 the Target Companies, of Pubco, the Merger Subs or pertaining to MICT or its Subsidiaries, their Affiliates as Intermediate Purchaser or its Representatives may reasonably request regarding MICTthe Target Companies, its Subsidiaries Pubco, the Merger Subs or their Affiliates 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 sheets and income statementstatements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority pursuant to the requirements of applicable securities LawsAuthority, 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 its the Representatives of the Target Companies, Pubco and the Merger Sub to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation, and, except as provided in Section 5.9, the Target Companies, Pubco, Merger Subs or their Affiliates are not required to produce new reports or information that otherwise are not already in existence; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies, Pubco, the Merger Subs or their Affiliates; provided, further, that (i) such access may be limited to the extent any of the Target Companies, Pubco, the Merger Subs or their Affiliates reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies, Pubco, the Merger Subs or their Affiliates and (ii) nothing in this Agreement shall be deemed to provide Purchaser and its SubsidiariesRepresentatives with the right to have access to any of the offices or information of any of the equityholders of any of the Target Companies, including Xxxxx.xxx, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 9.1 or the Closing (the “Interim Period”), MICT subject to Section 6.16, the Company shall give, and shall cause its Representatives to give, Intermediate the SPAC and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiariesthe Company, as Intermediate the SPAC or its Representatives may reasonably request regarding MICT, the Company and its Subsidiaries 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 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 its the Company’s Representatives to reasonably cooperate with Intermediate the SPAC and its Representatives in their investigation; provided, however, that Intermediate the SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Company. During the Interim Period, subject to Section 6.16, the SPAC shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the SPAC, as the Company or its Representatives may reasonably request regarding the SPAC, its respective business, 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 SPAC’s Representatives to reasonably cooperate with the Company and its SubsidiariesRepresentatives in their investigation; provided, however, that the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the SPAC.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 10.1 or the Closing (the “Interim Period”), MICT subject to Section 8.13, each of Delta, Pubco and Merger Sub shall give, and shall cause its Representatives to give, Intermediate KAVL and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT the Delta Companies, Pubco or its Subsidiaries, Merger Sub as Intermediate KAVL or its Representatives may reasonably request regarding MICTthe Delta Companies, its Subsidiaries Pubco or Merger Sub 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 its the Representatives of the, Delta, Pubco and Merger Sub to reasonably cooperate with Intermediate KAVL and its Representatives in their investigation, except that nothing herein shall require Delta, Pubco, Merger Sub or their Representatives to disclose any information to KAVL and KAVL’s Representatives that would cause a risk of loss of legal privilege to the disclosing party or would constitute a violation of applicable Laws; providedprovided that Delta, howeverPubco, that Intermediate Merger and their Representatives shall have used commercially reasonable efforts to provide such information without violation of applicable Law. KAVL and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Delta Companies, any of its SubsidiariesPubco or Merger Sub.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 10.1 or the Closing (the “Interim Period”), MICT subject to Section 8.13, the Company shall give, and shall cause its Representatives to give, Intermediate Purchaser, Pubco and each Pubco Sub and their respective Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT the Target Companies as Purchaser, Pubco and the Pubco Subs or its Subsidiaries, as Intermediate or its their respective Representatives may reasonably request regarding MICT, its Subsidiaries the Target Companies 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 its the Representatives of the Company, to reasonably cooperate with Intermediate Purchaser, Pubco and its each Pubco Sub and their respective Representatives in their investigation; provided, however, that Intermediate Purchaser, Pubco, the Pubco Subs and its their Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICT, any of its Subsidiariesthe Target Companies.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 10.1 or the Closing (the “Interim Period”), MICT subject to Section 8.13, each of Delta, Pubco and Merger Sub shall give, and shall cause its Representatives to give, Intermediate CHC and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT the Delta Companies, Pubco or its Subsidiaries, Merger Sub as Intermediate CHC or its Representatives may reasonably request regarding MICTthe Delta Companies, its Subsidiaries Pubco or Merger Sub 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 its the Representatives of the, Delta, Pubco and Merger Sub to reasonably cooperate with Intermediate CHC and its Representatives in their investigation, except that nothing herein shall require Delta, Pubco, Merger Sub or their Representatives to disclose any information to CHC and CHC’s Representatives that would cause a risk of loss of legal privilege to the disclosing party or would constitute a violation of applicable Laws; providedprovided that Delta, howeverPubco, that Intermediate Merger and their Representatives shall have used commercially reasonable efforts to provide such information without violation of applicable Law. CHC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Delta Companies, any of its SubsidiariesPubco or Merger Sub.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 10.1 or the Closing (the “Interim Period”), MICT subject to Section 7.13, the Company shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiariesthe Company, as Intermediate Purchaser or its Representatives may reasonably request regarding MICT, its Subsidiaries the Company 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 its the Company’s Representatives to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Company; and provided further, the Company shall not be required to provide, or cause to be provided to, Purchaser or any of its SubsidiariesRepresentatives any information (i) if and to the extent doing so would (A) violate any Law to which the Company is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to the Company under the attorney-client privilege or the attorney work product doctrine; provided that in each case the Company shall cooperate with Purchaser to effect disclosure of such information in a manner which does not result in such a breach, violation or jeopardization.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 8.1 or the Closing Date (the “Interim Period”), MICT subject to Section 5.11, each of the Target Companies and Merger Sub shall give, and shall cause its Representatives to give, Intermediate SPAC and their respective its Representatives, at reasonable times during normal business hours and upon at 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 MICT or its Subsidiaries, the Target Companies and Merger Sub as Intermediate SPAC or its Representatives may reasonably request regarding MICTthe Target Companies, its Subsidiaries Merger Sub 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 sheets and income statementstatements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority pursuant to the requirements of applicable securities LawsAuthority, 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 its the Representatives of the Target Companies and Merger Sub to reasonably cooperate with Intermediate SPAC and its Representatives in their investigation, and, except as provided in Section 5.11, the Target Companies and Merger Sub are not required to produce new reports or information that otherwise are not already in existence; provided, however, that Intermediate SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of its Subsidiariesthe Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 7.1 7.1, or (ii) the Closing (the “Interim Period”), MICT subject to Section 5.14 and the Confidentiality Agreement, each of the Company and Merger Sub shall give, and shall cause its their respective Representatives to givegive (subject, Intermediate in each instance to (x) compliance with applicable Law, (y) the Company’s desire to maintain attorney-client privilege or other similar rights at its reasonable discretion, and their respective (z) the consent of or other conditions required by a Contract counterparty or service provider), VSAC and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiaries, the Target Companies as Intermediate VSAC or its Representatives may reasonably request regarding MICT, its Subsidiaries the Target Companies and their respective businesses, assets, Liabilities, financial condition, prospects, operations, management, employees and other aspects (including monthly 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 its the Representatives of the Company and Merger Sub to reasonably cooperate with Intermediate VSAC and its Representatives in their investigation; provided, however, that Intermediate VSAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of its Subsidiariesthe Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. VSAC hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, the business or the transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege; provided that, in each such case of clause (i), (ii) or (iii), the Company will inform VSAC of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by VSAC in any investigation conducted pursuant to the access contemplated by this Section 5.1 shall affect or be deemed to modify any representation or warranty of the Company set forth in this Agreement or otherwise impair the rights and remedies available to VSAC hereunder.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 11.1 or the Closing (the “Interim Period”), MICT subject to Section 8.15, the Company shall give, and shall cause its Subsidiaries and Representatives to give, Intermediate the Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to MICT or its Subsidiariesthe Company, as Intermediate the Purchaser or its Representatives may reasonably request regarding MICTthe Company and 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 the Company’s Representatives to reasonably cooperate with the Purchaser and its Representatives in their investigation; provided, however, that 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 Company. During the Interim Period, subject to Section 8.15, the Purchaser shall give, and shall cause its Representatives to give, the Company and its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Purchaser or its Subsidiaries, as the Company or its Representatives may reasonably request regarding the Purchaser, its Subsidiaries 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 its the Purchaser’s Representatives to reasonably cooperate with Intermediate the Company and its Representatives in their investigation; provided, however, that Intermediate the Company and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICT, the Purchaser or any of its Subsidiaries.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 8.1 or the Closing (the “Interim Period”), MICT subject to Section 5.15, the Company shall give, and shall cause its Representatives to give, Intermediate the Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon reasonable intervals and 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 information (including Tax Returns, internal working papers, client files, client Contracts Returns and director service agreementsContracts), of or pertaining to MICT or its Subsidiariesthe Target Companies, as Intermediate the Purchaser or its Representatives may reasonably request regarding MICT, its Subsidiaries the Target Companies 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 its the Company’s Representatives to reasonably cooperate with Intermediate the Purchaser and its Representatives in their investigation; provided, however, that Intermediate 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 MICTthe Target Companies; and provided further, the Company shall not be required to provide, or cause to be provided to, the Purchaser or any of its SubsidiariesRepresentatives any information (i) if and to the extent doing so would (A) violate any Law to which any Target Company is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Target Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Target Company under the attorney-client privilege or the attorney work product doctrine; provided that in each case the Target Company shall cooperate with the Purchaser to effect disclosure of such information in a manner which does not result in such a breach, violation or jeopardization.

Access and Information. (a) Subject to Section 5.13(a), during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 8.1 or the Closing Date (the “Interim Period”), MICT subject to Section 5.10, each of the Target Companies shall give, and shall cause its Representatives to give, Intermediate Purchaser and their respective its Representatives, at reasonable times during normal business hours and upon at reasonable intervals and upon reasonable advance written notice, reasonable access to all offices and other facilities and to all employees, material 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 MICT or its Subsidiaries, the Target Companies as Intermediate Purchaser or its Representatives may reasonably request regarding MICT, its Subsidiaries the Target Companies 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 sheets and income statementstatements, a copy of each material report, schedule and other document filed with or received by or from a Governmental Authority pursuant to the requirements of applicable securities LawsAuthority, 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 its the Representatives of the Target Companies to reasonably cooperate with Intermediate Purchaser and its Representatives in their investigation, and, except as provided in Section 5.10, the Target Companies are not required to produce new reports or information that otherwise are not already in existence; provided, however, that Intermediate Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of MICTthe Target Companies ; provided, further, that nothing in this Agreement shall be deemed to provide Purchaser and its Representatives with the right to have access to any of its Subsidiariesthe offices or information of any of the equityholders of any of the Target Companies, that is not otherwise related to any Target Company or the transactions contemplated by this Agreement or any Ancillary Document. Purchaser hereby agrees that, during the Interim Period, (x) it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company or (y) conduct or perform any invasive or subsurface investigations of the properties or facilities of any Target Company, in each case, without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) the disclosure of which would violate any applicable Law, (ii) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other legal privilege.