Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. (a) During the period from the Agreement Date until the earlier of the First Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period, upon reasonable advance written notice to the Company”), the Company shall, and shall cause its Representativesthe Acquired Corporations, its Subsidiaries and its Subsidiaries’ Representatives upon reasonable advanced written notice, to: (i) provide Parent (and Parent’s Representatives Representatives) with reasonable access during the normal business hours to all of the Company to the Company’s their respective Representatives, senior management personnel, Real Property, officers, employees, agents, offices and other properties, properties and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating Company Employee Plans, files related to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax ReturnsIntellectual Property Rights, work papers and other documents and information relating to the Acquired Corporations and (ii) promptly provide Parent (and Parent’s Representatives) with all reasonably requested (and readily available) information regarding the business of the Acquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Company Employee Plans files related to Intellectual Property Rights, work papers and its Subsidiariesother documents and information relating to the Acquired Corporations (in the case of Parent), and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably requestrequest (including copies of: (A) all material operating and financial reports prepared by the Acquired Corporations for the Company’s senior management (B) any material notice, report or other document filed with or sent to any Governmental Entity on behalf of any of the Acquired Corporations in connection with the Mergers or any of the Transactions, other than exhibits or attachments to their respective HSR Notification and Report forms, which may be withheld from Parent, and (C) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Entity); provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Corporations and its Subsidiariesshall be subject to the Confidentiality Agreement. Nothing Notwithstanding anything herein to the contrary, no Acquired Corporation shall require the Company be required to disclose (Aor provide access to) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby Parent or any similar transaction or transactions with any other Person, of its Subsidiaries (or any materials provided of its or their Representatives) if such disclosure or access would be reasonably likely to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (iw) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)privilege, (iix) contravene any applicable LawLaws, fiduciary duty (y) violate any obligation of any Acquired Corporation with respect to confidentiality or Contract entered into prior to privacy or (z) materially interfere with the date conduct of this Agreement (including any confidentiality agreement to which the Acquired Corporation’s business. The Company or shall use its Affiliates is a party, so long as the Company has used commercially reasonable best efforts to make appropriate substitute access and disclosure arrangements to permit reasonable disclosure not under circumstances in violation of such Law, agreement or duty), or (iii) unreasonably disrupt which the operations restrictions of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementpreceding sentence apply.

Access and Investigation. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 9 or the Closing (the “Pre-Closing Period”), each of the Selling Shareholders shall, and each of the Selling Shareholders shall ensure that the Acquired Companies and their respective Representatives, subject to the Confidentiality Agreement: (a) upon reasonable advance written notice to notice, provide the Company, Purchaser and the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and ParentPurchaser’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Companies’ Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, personnel and assets and to all existing books, records, Contracts, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Companies; and (iib) promptly provide Parent act reasonably in providing the Purchaser and Parentthe Purchaser’s Representatives with all reasonably requested information regarding copies (or permitting the business Purchaser and the Purchaser’s Representatives to make copies) of the Company and its Subsidiaries, including copies of the such existing books, records, Tax ReturnsReturns and related supporting documents, work papers and other documents and information relating to each of the Company and its SubsidiariesAcquired Companies, and with any available or reasonably producible such additional financial, operating and other data and information regarding each of the Company and its SubsidiariesAcquired Companies, as Parent the Purchaser may reasonably request; provided, however, that (i) the Selling Shareholders shall not be required to violate any Legal Requirement relating to confidentiality to which they, or the Acquired Companies, are subject, and such access and investigation shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere in any material respect with the normal operation of the business of Acquired Companies. During the Company Pre-Closing Period, the Purchaser (only in consultation and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board collaboration with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a partySelling Shareholder, so long as and with the Company has used commercially reasonable efforts to prior written consent of a Selling Shareholder, which consent shall not be unreasonably delayed or withheld) may make appropriate substitute arrangements to permit reasonable disclosure not in violation inquiries of such Law, agreement or duty), or (iii) unreasonably disrupt the operations Persons having business relationships with any of the Company Acquired Companies (including suppliers, licensors, distributors and its Subsidiaries; provided, further, customers) and each of the Selling Shareholders shall ensure that information described in each of the foregoing clause Acquired Companies helps facilitate (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, provides reasonable cooperation to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply Purchaser in connection with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement) such inquiries.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesCompany, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesCompany, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Company. Any such access shall be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements reasonably cooperated with Parent to permit reasonable disclosure not to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in violation the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such Law, agreement or duty), or information to the extent doing so could reasonably (iii) unreasonably disrupt in the operations good faith belief of the Company and its Subsidiaries; provided, further, that information described in (after consultation with outside counsel)) be managed through the foregoing clause (C)(i), shall use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be disclosed subject provided access to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawssuch information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidential Disclosure Agreement, effective as of January 7, 2020, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 8 or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company, the Company shalland Parent shall each, and shall cause its Representatives, its each of their respective Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, its Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (iib) promptly provide Parent and Parent’s the Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and its Subsidiariesthe Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with any available or reasonably producible additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and its SubsidiariesParent shall each promptly provide the other with copies of any notice, as report or other document filed with or sent to any Governmental Body on behalf of any of the Tetraphase Companies or Parent may reasonably request; provided, however, that or Merger Sub in connection with the Merger or any such access shall be conducted at Parent’s expense, at of the other Contemplated Transactions a reasonable time, under the supervision of appropriate personnel time in advance of the Company and filing or sending of such document in such order to permit a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiariesreview thereof. Nothing herein shall require the Company or Parent to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company if such disclosure would (i) jeopardize any attorney-client privilege or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement Agreement; provided that the parties shall cooperate to which the Company disclose such information without jeopardizing such privilege or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of contravening such Law, agreement Legal Requirements or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that binding agreements. All information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed exchanged pursuant to this Section 5.3 4.1 shall be subject to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Companies shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ their respective Representatives to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Companies’ Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Companies; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesCompany, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesCompany, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesCompany, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Companies. Nothing herein shall require the any Acquired Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract binding confidentiality agreement entered into by an Acquired Company prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements Acquired Companies have reasonably cooperated with Parent to permit reasonable disclosure such inspection of or to disclose such information on a basis that does not in violation of such Law, agreement contravene any applicable Legal Requirement or dutyconfidentiality agreement), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines that doing so may be is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated November 3, 2017, between the Company and Mallinckrodt LLC (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 5.1 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. (a) During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries ensure that each of the other Inphi Entities and its Subsidiaries’ Representatives toand their respective Representatives: (i) provide Parent Marvell and ParentMarvell’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, Inphi Entities’ personnel, Real Property, officers, employees, agents, offices and other properties, properties and assets and to all existing books, records, Contracts, Tax Returns, auditor work papers (subject to entering into a customary non-reliance agreement reasonably acceptable to such auditor) and other documents and information relating to the Company and its Subsidiaries, Inphi Entities; and (ii) promptly provide Parent Marvell and ParentMarvell’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, auditor work papers and other documents and information relating to the Company and its SubsidiariesInphi Entities, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesInphi Entities, in each case, as Parent Marvell may reasonably request; provided, however, that request for purposes reasonably related to the facilitation or consummation of any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Contemplated Transactions, in each case, upon reasonable advance notice during normal business hours and in such a manner so as not to unreasonably interfere with the normal operation business operations of the business of Inphi Entities. Notwithstanding the Company and its Subsidiaries. Nothing herein shall require the Company to disclose foregoing: (A) nothing in this Section 4.1(a) shall require any Inphi Entity or its Representatives to disclose any information concerning Acquisition Proposals, to Marvell or Marvell’s Representatives if such disclosure would violate any applicable law or any confidentiality agreement with a third party to which shall be governed by Section 5.4, (B) any information regarding the deliberations Inphi Entity is a party as of the Company Board with respect to date of this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other PersonAgreement, or any materials provided to jeopardize the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client privilege, work product doctrine or other legal privilege held by any Inphi Entity; and (so long as B) if any Inphi Entity does not provide or cause its Representatives to provide such access or such information in reliance on clause “(A)” of this sentence, then the Company has reasonably cooperated with Parent shall promptly (and in any event within two Business Days after such Inphi Entity determines that it will not provide or cause it Representatives to permit provide such inspection of access or such information) provide a written notice to disclose Marvell stating that it is withholding such access or such information on a basis that does not waive such privilege with respect thereto)and stating the justification therefor, (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used and shall use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure provide the applicable information in a way that would not in violation of violate such Law, agreement law or duty)such confidentiality agreement, or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementjeopardize such privilege.

Access and Investigation. (a) During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent Geron shall afford BioTime’s and ParentBAC’s officers and other authorized Representatives with reasonable access access, during the normal business hours of the Company hours, to Geron’s books and records (or portions thereof) pertaining solely to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices Contributed Geron Assets and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Assumed Geron Liabilities (provided that such access does not unreasonably interfere with the ongoing business or operations of Geron) and (ii) promptly Geron shall furnish to BioTime and BAC such readily available information concerning the Contributed Geron Assets and the Assumed Geron Liabilities as BioTime or BAC may reasonably request and as is necessary or required for inclusion in (and Geron shall use commercially reasonable efforts to provide Parent and Parentreasonable access to Geron’s Representatives independent registered accountants with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating respect to the Company Contributed Geron Assets and its Subsidiariesthe Assumed Geron Liabilities to facilitate the preparation of) the Proxy Statement, the BioTime Registration Statement, the BioTime Prospectus, the BAC Registration Statement and the BAC Prospectus pursuant to Section 4.7 of this Agreement and to comply with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably requestreporting obligations of BioTime under the Exchange Act; provided, however, that any (i) such access to Geron’s independent registered accountants will be subject to customary exceptions to be negotiated with such accountants, and BioTime shall be conducted at Parentreimburse Geron for the reasonable fees and expenses of Geron’s expenseindependent registered accountants, at a reasonable timeif any, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, and (ii) Geron shall not be required pursuant to this Agreement to permit any inspection or (C) other access, or to disclose any information, that in the reasonable good faith judgement judgment of Geron could (A) result in the Company would disclosure of any trade secrets, (iB) jeopardize any protections afforded Geron under the attorney-client privilege or other legal privilege the attorney work product doctrine, or (so long C) violate or breach, or result in a violation or breach of, any Legal Requirement, Order or any Contract; provided, however, that in the case of information as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates Geron is bound by a partycontractual obligation of non-disclosure, so long as the Company has used Geron shall use commercially reasonable efforts to make appropriate substitute arrangements obtain permission to permit disclose the information to BioTime, provided that BioTime agrees to enter into a confidentiality agreement acceptable to the applicable third party. Geron shall use its commercially reasonable disclosure not in violation efforts to preserve intact, and maintain access to, the Data Room for BioTime’s and BAC’s respective officers and other authorized Representatives and shall provide reasonable access, upon reasonable notice and during normal business hours, to Geron personnel who have knowledge about the Contributed Geron Assets. Geron shall provide BioTime and BAC with electronic copies of such Law, agreement or duty), or (iii) unreasonably disrupt the operations all of the Company and its Subsidiaries; provided, further, contents of the Data Room as of the date hereof. BioTime hereby agrees that any information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed or knowledge obtained pursuant to this Section 5.3 4.1(a) shall be subject to Parent the terms of that certain Mutual Confidential Disclosure Agreement, dated as of February 22, 2012, by and its Representatives, Parent between Geron and BioTime (the “CDA”). BioTime’s and BAC’s officers and other Representatives shall comply with, have the right to make copies of the books and shall cause Parent’s Representatives to comply with, all of its obligations records and other documents and information provided under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement4.1(a).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Company to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to the Company and its Subsidiaries, Company; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesCompany, including copies of the existing books, records, Tax Returns, files related to Intellectual Property Rights, work papers and other documents and information relating to the Company and its SubsidiariesCompany, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesCompany, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (Bin its reasonable discretion and after notice to Parent) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its SubsidiariesLegal Requirement; provided, furtherhowever, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated July 24, 2012, as amended, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the Agreement Date until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause direct its Representativesother Representatives of the Company, its Subsidiaries and its Subsidiaries’ Representatives to: (ia) to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, Acquired Companies’ officers, employees, agents, offices and other propertiespersonnel, and assets and to all existing books, records, Contracts, Tax Returns, work papers books and other documents and information relating to the Company and its Subsidiaries, and records (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company) and (b) to furnish to Parent such financial and operating data and other information as Parent may reasonably request, but in the case of clauses (a) and (b), solely to the extent that such access or furnishing of data or other information is related to planning for integration or operation of the Company and its Subsidiariesfollowing the Closing or the satisfaction of any condition to Closing. Nothing The foregoing notwithstanding, nothing herein shall require the Company to disclose (A) permit any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement inspection or the transactions contemplated hereby or any similar transaction or transactions with any other Persontesting, or any materials provided to the Company Board in connection therewith, or (C) disclose any information, that in the reasonable good faith judgement judgment of the Company would be materially detrimental to the Company’s business or operations nor shall anything herein require the Company to disclose any information to Parent if (i) such disclosure would, in the Company’s reasonable discretion (x) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (iiy) contravene any applicable Law (including Antitrust Law, ) or fiduciary duty or Contract entered into prior (ii) in the Company’s reasonable discretion, such documents or information are reasonably pertinent to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of adverse Legal Proceeding between the Company and its Subsidiaries; providedAffiliates, furtheron the one hand, that information described in and Parent and its Affiliates, on the foregoing clause (C)(i), other hand. Information disclosed pursuant to this Section 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company reasonably determines doing so may be reasonably is required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives6.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, dated as of June 1, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 5.3 6.1 shall be directed to the an executive officer of the Company or other Person person designated by the CompanyCompany in writing. No investigation shall affect Nothing in this Section 6.1 will be construed to require the Company’s representations and warranties contained hereinCompany or any of its Representatives to prepare any reports, analyses, appraisals, opinions or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementother information.

Access and Investigation. (a) During the Preperiod from the date of this Agreement through the Closing Date (the "PRE-Closing PeriodCLOSING PERIOD"), upon reasonable advance written notice to the Company, the Company Seller shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide Parent and Parent’s Acquisition Sub and their Representatives with reasonable access during the normal business hours of the Company to the Company’s Seller's Representatives, personnel, Real Property, officers, employees, agents, offices personnel and other properties, and assets Purchased Assets and to all existing books, records, Contracts, Tax Returns, internal work papers and other documents and information relating to Seller and the Company and its Subsidiaries, and Purchased Assets; (iib) promptly provide Parent and Parent’s Acquisition Sub and their Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, internal work papers and other documents and information relating to the Company and its SubsidiariesSeller, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company Seller and its Subsidiariesfinancial condition, as Parent or Acquisition Sub may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a and (c) fully cooperate with Parent and Acquisition Sub in their reasonable time, under the supervision of appropriate personnel investigation of the Company and in such a manner as not to unreasonably interfere with Purchased Assets. Without limiting the normal operation generality of the business of foregoing, during the Company and its Subsidiaries. Nothing herein Pre-Closing Period, Seller shall require the Company furnish promptly to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorneya copy of each report, schedule, registration statement and other document filed or furnished by Seller during the Pre-client or other legal privilege (so long as Closing Period with the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)SEC, (ii) contravene any applicable Lawmaterial notice, fiduciary duty document or other communication sent or proposed to be sent by or on behalf of Seller by any party to any Assumed Contract entered into prior or sent to Seller by any party to any Assumed Contract (other than any communication that relates solely to routine commercial transactions between Seller and the date other party to any such Assumed Contract and that is of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as type sent in the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation ordinary course of such Law, agreement or dutybusiness and consistent with past practices), or ; and (iii) unreasonably disrupt all other information existing concerning the operations of the Company Business, properties and its Subsidiariespersonnel as Parent or Acquisition Sub may reasonably request; providedit being understood that, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to referenced in this Section 5.3 5.01(a), Seller shall not be required to create information for Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all Acquisition Sub that it would not normally create in the ordinary course of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementbusiness.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement or the Effective Time (the "Pre-Closing Period"), subject to applicable Legal Requirements and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company, the Company shalland Parent shall each, and shall cause its Representatives, its each of their respective Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, its Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (iib) promptly provide Parent and Parent’s the Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and its SubsidiariesParent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with any available or reasonably producible additional financial, operating their respective chief financial officers and other data officers responsible for the Company's and information regarding Parent's financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate in order to enable Parent to comply following the Closing with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Subject to Section 5.7 and without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company and its SubsidiariesParent shall promptly provide the other with copies of any notice, as Parent may reasonably request; providedreport or other document filed with or sent to any Governmental Body on behalf of any of the Alamo Corporations or the Abeline Corporations, howeverrespectively, that in connection with the Merger or any such access shall be conducted at Parent’s expense, at of the other Contemplated Transactions a reasonable time, under the supervision of appropriate personnel time in advance of the Company and filing or sending of such document in such order to permit a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiariesreview thereof. Nothing herein shall require the Company or the Parent to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company if such disclosure would (i) jeopardize any attorney-client privilege or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement Agreement; provided that the parties shall cooperate to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of disclose such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawspossible without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. With respect to the All information disclosed exchanged pursuant to this Section 5.3 4.1 shall be subject to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representativesthe respective Representatives of the Acquired Corporations to, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ; or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements Acquired Corporations have reasonably cooperated with Parent to permit reasonable disclosure not to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in violation the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such Law, agreement or duty), or information to the extent doing so could reasonably (iii) unreasonably disrupt in the operations good faith of the Company and its Subsidiaries; provided, further, that information described in (after consultation with outside counsel)) be managed through the foregoing clause (C)(i), shall use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be disclosed subject provided access to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawssuch information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause direct Parent’s Representatives and Financing Sources to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Companies shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Companies to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Companies. Nothing herein shall require any of the Company Acquired Companies to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements Acquired Companies have reasonably cooperated with Parent to permit reasonable disclosure not to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in violation the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such Law, agreement or duty), or information to the extent doing so could reasonably (iii) unreasonably disrupt in the operations good faith belief of the Company and its Subsidiaries; provided, further, that information described in (after consultation with outside counsel)) be managed through the foregoing clause (C)(i), shall use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be disclosed subject provided access to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawssuch information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to , effective as of February 10, 2017, as amended on August 20, 2017, between the executive officer or other Person designated by Company and Parent (the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this “Confidentiality Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, databases (to the extent transferable), reports, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations or create material risk of damage or destruction to any material assets or property. Nothing herein shall require the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company Parent if such disclosure would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding confidentiality agreement entered into by the Company prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements Acquired Corporations have reasonably cooperated with Parent to permit reasonable disclosure not in violation of such Law, agreement or duty)the inspection, or (iii) unreasonably disrupt the operations of the Company and its Subsidiariesto disclose such information, on a basis that does not contravene any applicable Legal Requirement, fiduciary duty or confidentiality agreement); provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines Acquired Corporations determine doing so may be is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated December 4, 2018, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 5.1 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company Acquired Corporation has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company Acquired Corporation or its Affiliates is a party, ) (so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such LawLegal Requirement, agreement or dutyduty (to the extent commercially practicable), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries); provided, further, that information described in the foregoing clause (C)(i), shall may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company Acquired Corporation determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives4.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated February 9, 2017, between the Company and Allergan, Inc. (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representativesthe Company’s Representatives to provide Parent, its Subsidiaries Purchaser and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s each of their respective Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices designated Representatives and other assets and properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other papers, documents and information relating to the Company and its SubsidiariesEntities, and (ii) promptly provide Parent Parent, Purchaser and Parent’s each of their respective Representatives with all reasonably requested information regarding the business of the Company Entities and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating operating, Tax and other data and information regarding the Company and its SubsidiariesEntities, as Parent and/or Purchaser and/or their respective Representatives may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions (including with respect to integration planning related thereto); provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesEntities. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent and Purchaser and has used reasonable best efforts to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has reasonably cooperated with Parent and Purchaser and has used commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent permitted by Legal Requirements). Notwithstanding the foregoing, nothing in this Section 5.1 shall require the Company determines doing so may be reasonably required to disclose any information to Parent or Parent’s Representatives if such information relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the purpose Board of complying with applicable Antitrust LawsDirectors or such committee thereof) where the Board of Directors or committee thereof discussed (x) the Transactions, (y) any Acquisition Proposal or (z) a Company Adverse Change Recommendation. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to , dated March 3, 2023, between the executive officer or other Person designated by Company and Parent (the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this “Confidentiality Agreement”).

Access and Investigation. (a) During the Pre-Closing Period, upon reasonable advance written notice period from the date of this Agreement to the CompanyClosing Date, the Company shall, and shall cause its Representatives, its Subsidiaries Seller and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agentscounsel, offices accountants and other authorized representatives ("Representatives") will, (i) afford Buyer and its Representatives reasonable access to Seller's (with respect to the Business) and each Subsidiary's senior management personnel, properties, and assets and to all existing contracts, books, and records, Contracts, Tax Returns, work papers and other documents and information relating data, (ii) permit access to the Company or furnish copies to Buyer and its SubsidiariesRepresentative (as requested by Buyer, provided that if copies are to be furnished it will be furnished at Buyer's expense) of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (iiiii) promptly provide Parent furnish Buyer and Parent’s its Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating operating, and other data and information regarding the Company and its Subsidiaries, as Parent Buyer may reasonably request; provided, howeverincluding, that any such access shall be conducted at Parent’s expense, at a reasonable time, under without limitation periodically reporting to Buyer the supervision of appropriate personnel status of the Company business, operations and in such a manner as not to unreasonably interfere with the normal operation finances of the business Business. Seller shall also inform Buyer (upon its request) of any facts or circumstances of which Seller has knowledge which calls into question the collectibility of any Accounts Receivable, adequacy of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations bad debt reserves that exist as of the Company Board with respect to this Agreement or Closing Date and the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement adequacy of the Company would (i) jeopardize Xxxxx Xxx Reserve. No information or knowledge obtained in any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed investigation pursuant to this Section 5.3 SECTION 6.1 shall affect or be deemed to Parent and its Representativesmodify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Consummated Transactions. Buyer agrees that from the date hereof until the Closing, Parent shall comply with, and shall cause Parent’s Representatives Buyer will not discuss or negotiate any terms of employment with any employees of the Subsidiaries (other than disclosing to comply with, all any such employee the obligations of its obligations under the Confidentiality Agreement. All requests for information made Buyer pursuant to this Section 5.3 shall be directed to the executive officer SECTION 8.10(b) hereof), without prior approval by Seller's President or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementChairman.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Offer Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Entities shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Entities to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Entities that are in the possession of, or reasonably accessible to, the Acquired Entities; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Entities, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Entities, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Entities that are in the possession of, or reasonably accessible to, the Acquired Entities, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Entities and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Entities or create a risk of damage or destruction to any property or assets of the Acquired Entities. Any access to the properties of the Acquired Entities will be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements. Nothing herein shall require the Company Acquired Entities to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.45.3(c), (B) or provide access to or disclose any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other PersonParent if such disclosure would, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion: (i) jeopardize any attorney-client client, work product privilege or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)privilege, (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company Acquired Entity or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), (iii) reasonably be expected to violate or result in a loss or impairment of any Owned IP or (iiiiv) unreasonably disrupt the operations of the Company and its SubsidiariesAcquired Entities; provided, further, that information described in the foregoing clause (C)(i), i) shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, Parent to the extent the Company Acquired Entity determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 5.1 to Parent and its Parent’s Representatives, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated June 2, 2016, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made access pursuant to this Section 5.3 shall 5.1 must be directed to the executive officer General Counsel of the Company, or other Person another person designated in writing by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period from the Agreement Date until the earlier of the Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company Acquired Corporations to the Company’s Acquired Corporations’ Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, properties and assets and to all existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Employee Plans, files related to Intellectual Property Rights, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Corporations and its Subsidiariesshall be subject to the Confidentiality Agreement dated February 23, 2015. Nothing herein shall require the Company any Acquired Corporation to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4with notice to Parent, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its SubsidiariesLaws; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 8 or the Acceptance Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide the Representatives of Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, its Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (iib) promptly provide the Representatives of Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and its Subsidiariesthe Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with any available or reasonably producible additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and its SubsidiariesParent shall each promptly provide the other with copies of any notice, as report or other document filed with or sent to any Governmental Body on behalf of any of the Tetraphase Companies or Parent may reasonably request; provided, however, that or Purchaser in connection with the Merger or any such access shall be conducted at Parent’s expense, at of the other Contemplated Transactions a reasonable time, under the supervision of appropriate personnel time in advance of the Company and filing or sending of such document in such order to permit a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiariesreview thereof. Nothing herein shall require the Company or Parent to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company if such disclosure would (i) jeopardize any attorney-client privilege or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement Agreement; provided that the parties shall cooperate to which the Company disclose such information without jeopardizing such privilege or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of contravening such Law, agreement Legal Requirements or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that binding agreements. All information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed exchanged pursuant to this Section 5.3 4.1 shall be subject to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company, the Company shalland Parent shall each, and shall cause its Representatives, its each of their respective Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during the normal business hours of the Company to the Company’s Representatives, its personnel, Real Property, officers, employees, agents, offices tax and other properties, accounting advisers and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company, as the case may be; and (iib) promptly provide Parent and Parent’s the Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be. During the Pre-Closing Period, the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply withshall, and shall cause the Representatives of each of the Opnext Corporations to, permit Parent’s Representatives senior officers to comply withmeet, all upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Opnext Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Confidentiality AgreementXxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. All requests for information made pursuant Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to this Section 5.3 applicable Legal Requirements, the Company and Parent shall be directed to each promptly provide the executive officer other with copies of any notice, report or other Person designated by document filed with or sent to any Governmental Body on behalf of any of the Company. No investigation shall affect the Company’s representations and warranties contained herein, Opnext Corporations or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementMerger Sub in connection with the Merger or any of the other Contemplated Transactions.

Access and Investigation. During From the Pre-date of this Agreement until the earlier to occur of the Closing PeriodDate or termination of this Agreement, Parent shall cause the Rodeo Entities to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable advance written notice notice, to the Companyofficers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Rodeo Entities and the Business, including inspection of such properties. Notwithstanding the foregoing, neither Rodeo nor any of its Affiliates shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Parent shall consider in good faith on a case by case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Rodeo provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the Chief Accounting Officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller, any Rodeo Entity or the Business, or with any Governmental Entity, concerning or related to the Transactions, unless Parent consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Company term “inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Parent in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with the current ASTM standards for the conduct of a Phase II on-site investigation or otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring xxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD PARENT, SELLER, RODEO AND EACH OF THE BUYER-INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and other proceedings, and other elements of “Damages” related thereto, brought by or asserted by Rodeos’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives , in connection with reasonable access during the normal business hours conduct of the Company due diligence investigations described in this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Parent, Seller or any Rodeo Entity and provided to the CompanyBuyer regarding such Person’s Representativesactions while upon, personnel, entering or leaving any Real Property, officers, employees, agents, offices and other properties. Buyer shall not, and assets and to all existing booksshall cause its Representatives not to, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorneyday-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the to-day operations of the Company and its Subsidiaries; provided, further, that information described Business in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementconducting any due diligence activities.

Access and Investigation. During the period from the Agreement Date until the earlier of the Offer Acceptance Time and the termination of this Agreement pursuant to Section 9.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company and its directors, employees and officers shall, and the Company shall cause direct its Representativesother Representatives of the Company, its Subsidiaries and its Subsidiaries’ Representatives to: (ia) to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other propertiespersonnel, and assets and to all existing books, records, Contracts, Tax Returns, work papers books and other documents and information relating to the Company and its Subsidiaries, and records (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company or its Subsidiaries and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries) and (b) to furnish to Parent such financial and operating data and other information as Parent may reasonably request, but in the case of clauses (a) and (b), solely to the extent that such access or furnishing of data or other information is related to planning for integration or operation of the Company and its Subsidiaries following the Closing or the satisfaction of any condition to Closing. Nothing The foregoing notwithstanding, nothing herein shall require the Company or any of its Subsidiaries to permit any inspection or testing, or to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that the Company in the reasonable good faith judgement determination of the Company would (after consultation with its counsel): (i) would reasonably be expected to (x) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (iiy) contravene any applicable Law (including Antitrust Law), fiduciary duty or binding Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company Company, its Subsidiaries or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), ; or (iiiii) unreasonably disrupt the operations of is reasonably pertinent to any adverse Legal Proceeding between the Company and its Subsidiaries; providedAffiliates, furtheron the one hand, that information described in and Parent and its Affiliates, on the foregoing clause (C)(i), other hand. Information disclosed pursuant to this Section 6.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives6.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Non-Disclosure Agreement, dated as of August 9, 2021, by and between the Company and Parent (the “Non-Disclosure Agreement”). All requests for information made pursuant to this Section 5.3 6.1 shall be directed to the an executive officer of the Company or other Person person designated by the CompanyCompany in writing. No investigation shall affect Nothing in this Section 6.1 will be construed to require the Company’s representations and warranties contained herein, its Subsidiaries or limit any of its Representatives to prepare any reports, analyses, appraisals, opinions or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementother information.

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representativesthe respective Representatives of the Acquired Corporations to, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s designated Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, properties and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion (after consultation with its outside counsel) and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent not prohibited by Legal Requirements) or (iii) contravene any Contract entered into prior to which an Acquired Corporation is a party or by which an Acquired Corporation is bound as of the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has Acquired Corporations have reasonably cooperated with Parent and used commercially their reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent permitted by such Contract). Notwithstanding the Company determines doing so may be reasonably required foregoing, nothing in this Section 4.1 shall require an Acquired Corporation to disclose any information to Parent or Parent’s Representatives if such information relates to the applicable portions of the minutes of the meetings of the Board of Directors or any committee thereof (including any presentations or other materials prepared by or for the purpose Board of complying with applicable Antitrust LawsDirectors or such committee thereof) where the Board of Directors or committee thereof discussed (x) the Transactions, or any similar transaction involving an Acquired Corporation, (y) any Acquisition Proposal or (z) a Company Adverse Recommendation Change. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives4.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement, dated October 19, 2020, as amended by that Amendment No. 1, effective as of July 30, 2021, Amendment No. 2, effective as of August 20, 2021, Amendment No. 3, effective as of October 18, 2022, and Amendment No. 4, dated as of August 30, 2023 and effective as of January 1, 2023, by and between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During Except as prohibited by applicable Legal Requirements, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 8 or the Closing (the “Pre-Closing Period, upon reasonable advance written notice to the Company”), the Company shall, and shall cause its Representatives, its Subsidiaries and Affiliates to, and the Company shall direct each of its Subsidiaries’ Representatives to: (i) provide Parent Purchaser and ParentPurchaser’s Representatives Affiliates and Representatives, upon reasonable prior notice, with reasonable access during the normal business hours of the Company to the Company’s Acquired Companies’ premises, Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably requestAcquired Companies; provided, however, that any such access no Acquired Company shall be conducted at Parent’s expense, at required to: (a) take any action that would constitute a reasonable time, under the supervision waiver of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other similar legal privilege or would divulge any Seller’s confidential information not related to any Acquired Company or the transactions contemplated by this Agreement; or (so long as b) supply Purchaser with any information that the Sellers’ Representative reasonably determines that any Acquired Company has reasonably cooperated with Parent is under a contractual or legal obligation not to permit such inspection of or to supply; provided, further that, if any Acquired Company does not disclose any information in reliance on the foregoing clauses “(a)” and “(b)” (after receiving a request for any such information on a basis that does not waive such privilege with respect theretofrom Purchaser), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior it shall provide notice to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates Purchaser that it is a party, so long as the Company has used withholding such information and shall use commercially reasonable efforts to make appropriate substitute arrangements allow access or disclosure, to permit reasonable disclosure the fullest extent feasible, of the applicable information in a manner that would not result in violation the basis for such nondisclosure. During the Pre-Closing Period, Purchaser may, with the prior consent of such Lawthe Sellers’ Representative (not to be unreasonably withheld, agreement conditioned or dutydelayed), or (iii) unreasonably disrupt make inquiries of Persons having business relationships with the operations of the Company and its SubsidiariesAcquired Companies; provided, further, that information described in Purchaser shall coordinate all contact with such Persons through the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, Sellers’ Representative or its designee and disclosure may be limited to external counsel for Parent, to the extent the Acquired Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply withshall, and shall cause Parent’s Representatives to comply withits Subsidiaries to, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations facilitate and warranties contained herein, or limit or otherwise affect the remedies available to Parent or reasonably cooperate with Purchaser pursuant to this Agreementin connection with such permitted inquiries.

Access and Investigation. During Between the Pre-date of this Agreement and the Closing PeriodDate, upon reasonable advance written notice to the CompanySellers will, and will cause the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide Parent afford Buyer and Parent’s its Representatives with and prospective lenders and their Representatives (collectively, "Buyer's Advisors") reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other 's properties, contracts, books and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and data, and will permit Buyer to contact any third party from whom information relating is sought relevant to the Company Contemplated Transactions; (b) furnish Buyer and its SubsidiariesBuyer's Advisors with full and complete copies of all such contracts, books and records, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the other existing books, records, Tax Returns, work papers and other documents and information relating to the Company data as Buyer may reasonably request; (c) furnish Buyer and its Subsidiaries, and Buyer's Advisors with any available or reasonably producible such additional financial, operating operating, and other data and information regarding the Company and its Subsidiaries, as Parent Buyer may reasonably request; provided, however, that any such access shall be conducted at Parentand (d) facilitate Buyer’s expense, at a reasonable time, under the supervision of appropriate personnel due diligence visits with certain primary vendors and customers of the Company as specifically provided for herein. Notwithstanding the foregoing, any contact with employees, vendors, and in such a manner as customers of the Group shall be made only with Sellers’ prior approval and after all other due diligence has been completed by Buyer and all other relevant materials issues have been agreed to and concluded between the parties. BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD THE GROUP MEMBERS AND THEIR AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER OR BUYER’S REPRESENTATIVES IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING ANY SITE VISITS AND ENVIRONMENTAL SAMPLING. Buyer shall comply fully with all rules, regulations, policies and instructions issued by the Group while upon, entering or leaving any Group Member’s property, including any insurance requirements that the Group may impose on contractors authorized to perform work on any property owned or operated by the Group. Buyer shall not to unreasonably interfere with the normal operation day-to-day operations of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementGroup.

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice Subject to the CompanyConfidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Closing and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period“), Seller and the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ their respective Representatives to: (i) provide Parent Buyer and Parent’s its Representatives with reasonable access during the normal business hours of the Company upon reasonable advance prior written notice to the Company’s and Seller’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, non-income Tax Returns, material operating and financial reports, work papers papers, assets, executive officers, Contracts and other documents and information to the extent relating to the Company and its the Company Subsidiaries, ; and (ii) promptly provide Parent Buyer and Parent’s its Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, non-income Tax Returns, work papers papers, Contracts and other documents and information to the extent relating to the Company and its the Company Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding to the extent relating to the Company and its the Company Subsidiaries, as Parent Buyer may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, . Information obtained by Buyer or its Representatives pursuant to this Section 5.1 will constitute “Evaluation Material” under the supervision of appropriate personnel Confidentiality Agreement and will be subject to the provisions of the Company and Confidentiality Agreement. Nothing in such a manner as not to unreasonably interfere with the normal operation of the business of this Section 5.1 will require Seller, the Company and its Subsidiaries. Nothing herein shall require the or any Company Subsidiary to permit any inspection, or to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement judgment of the Company Seller would (iA) jeopardize violate any attorney-of Seller’s or its Affiliates’ respective obligations under any confidentiality agreement, (B) result in a violation of applicable Law (including ITAR) or (C) result in loss of legal protection, including the attorney client or other legal privilege and work product; provided in each case that Seller provides Buyer with the basis for withholding such documents and, in the case of clause (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect theretoA), (ii) contravene any applicable Lawif requested by Buyer, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used uses commercially reasonable efforts to get all requisite approval to make appropriate substitute arrangements such information available to permit reasonable disclosure not in violation of such LawBuyer. In no event shall Buyer, agreement its Affiliates or duty), their respective Representatives contact any customer or (iii) unreasonably disrupt the operations supplier of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent or the Company determines doing so may be reasonably required for the purpose of complying Subsidiaries with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all Transactions without the prior written consent of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer Chief Executive Officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementGeneral Counsel of Seller.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request, in each case for any reasonable purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Companies. Any such access shall be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements reasonably cooperated with Parent to permit reasonable disclosure not to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in violation the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such Law, agreement or duty), or information to the extent doing so could reasonably (iii) unreasonably disrupt in the operations good faith belief of the Company and its Subsidiaries; provided, further, that information described in (after consultation with outside counsel)) be managed through the foregoing clause (C)(i), shall use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be disclosed subject provided access to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawssuch information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.01, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidential Disclosure Agreement, effective as of January 1, 2019 and as amended thereafter, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 shall be directed Notwithstanding anything to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or limit or otherwise affect would not be permitted under the remedies available to Parent or Purchaser pursuant to this Agreementapplicable Legal Requirements (including any COVID-19 Measures).

Access and Investigation. During (a) Subject to Section 5.14 and subject further to that certain Clean Team Agreement dated November 5, 2018 with respect to Competitively Sensitive Information, as defined therein, which definition is incorporated herein and made a part hereof, during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Companies shall, and shall cause its Representativesthe respective Representatives of the Acquired Companies to, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personneloffices, Real Propertyfacilities, officersreal property, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Companies. Nothing herein shall require any of the Company Acquired Companies to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4in the Company’s reasonable discretion, (B) any information regarding upon the deliberations advice of the Company Board with respect Company’s outside counsel, and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ; or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements Acquired Companies have reasonably cooperated with Parent to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the permitted by Legal Requirements (including providing such information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to terms of the executive officer Clean Team Agreement if applicable) or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementcontractual counterparty).

Access and Investigation. During Subject to applicable Law, during the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company Sellers shall, and shall cause its Representatives, its Subsidiaries the Acquired Companies and its Subsidiaries’ their Representatives to: (ia) provide Parent afford Buyer and Parent’s its Representatives with (collectively, “Buyer Group”) reasonable access during the normal business hours of the Company to the Company’s Representatives, Acquired Companies’ personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns37 Government Authorizations, work papers books and records and other documents and information relating to the Company and its Subsidiaries, and data; (iib) promptly provide Parent and Parent’s Representatives furnish Buyer Group with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing booksall such Contracts, recordsGovernment Authorizations, Tax Returns, work papers books and records and other existing documents and information relating to the Company and its Subsidiaries, and data as Buyer may reasonably request; (c) furnish Buyer Group with any available or reasonably producible such additional financial, operating and other relevant data and information regarding the Company and its Subsidiaries, as Parent Buyer may reasonably request; (d) provide reasonable access to the Material Suppliers and Material Customers in a manner as shall be reasonably determined by the Sellers’ Representative and (e) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Acquired Companies; provided, however, that any such access investigation shall be conducted at Parent’s expenseduring normal business hours upon reasonable advance notice to the Sellers’ Representative, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation operations of the business of Acquired Companies. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor any Acquired Company and its Subsidiaries. Nothing herein shall require the Company be required to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4to Buyer if such disclosure would, (Bx) any information regarding in the deliberations of Sellers’ Representative’s reasonable belief, cause significant competitive harm to the Company Board with respect to this Agreement or Acquired Companies and their respective businesses if the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, by this Agreement are not consummated; or (Cy) any information, that in the reasonable good faith judgement of the Company would (i) Company’s outside counsel’s opinion, jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract agreement entered into prior to the date of this Agreement (including Agreement. Prior to the Closing, without the prior written consent of the Sellers’ Representative, which may be withheld for any confidentiality agreement to which the Company or its Affiliates is a partyreason, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure Buyer shall not in violation of such Law, agreement or duty)contact any suppliers to, or (iii) unreasonably disrupt the operations of customers of, the Company and its Subsidiaries; provided, further, that information described in Buyer shall have no right to perform invasive or subsurface investigations of the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality AgreementReal Property. All requests for information made pursuant to this Section 5.3 6.2 shall be directed to the executive officer or other Person designated by the Company. No investigation Company in a notice given to Buyer, and all such information shall affect be governed by the Company’s representations terms of Section 6.4 and warranties contained hereinthe Mutual Non-Disclosure Agreement, or limit or otherwise affect dated October 3, 2016, by and between ValuePenguin OpCo and Buyer (the remedies available to Parent or Purchaser pursuant to this “Confidentiality Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon on reasonable advance written notice to the Company, the Company shall, and shall cause its Representativesthe other Acquired Companies and the respective Representatives of the Acquired Companies to, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with (a) reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices Acquired Companies’ assets and other properties, and assets Representatives and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies in the possession of the Acquired Companies, and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the such existing books, records, Tax Returns, work papers and other documents and information relating information, in each case of the foregoing clauses (a) and (b), to the Company and its Subsidiaries, and with extent reasonably requested by Parent for any available or reasonably producible additional financial, operating and other data and information regarding reasonable business purpose related to the Company and its Subsidiaries, as Parent may reasonably requestconsummation of the Transactions; provided, however, that any such access (i) shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Companies or create a material risk of damage or destruction to any assets or property, (ii) may be subject to restrictions or limitations imposed by the Acquired Companies in connection with the health or safety of any of the Acquired Companies’ Representatives or commercial partners, and its Subsidiaries(iii) shall be subject to the Acquired Companies’ reasonable security measures and insurance requirements. Nothing herein shall require any of the Company Acquired Companies to provide Parent or Parent’s Representatives with access to, or to disclose to Parent or Parent’s Representatives or provide Parent or Parent’s Representatives with copies of, any books, records, documents or information if (A) any information concerning Acquisition Proposalssuch access, which shall be governed by Section 5.4disclosure or provision would, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion (iI) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection access to or disclosure of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (iiII) contravene any applicable Law, Legal Requirement or fiduciary duty or any Contract entered into prior to the date of this Agreement Agreement, (including any confidentiality agreement B) such books, records, documents or information is reasonably pertinent to Legal Proceedings in which the Company or any of its Affiliates is a partyAffiliates, so long as on the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation one hand, and Parent, Merger Sub or any of such Lawtheir respective Affiliates, agreement or duty)on the other hand, are adverse parties, or (iiiC) unreasonably disrupt subject to and without limiting the operations obligations of the Company and its Subsidiaries; providedpursuant to Section 5.4, furthersuch books, that records, documents or information described in relate to (I) the foregoing clause (C)(i), shall be disclosed subject to negotiation or execution of a joint defense agreement in customary formthis Agreement, and disclosure may be limited to external counsel for Parentor the actions or discussions of the Board of Directors (or any committee thereof) with respect thereto, to or (II) any Acquisition Proposal (whether made or received before or after the extent execution of this Agreement) or Company Adverse Recommendation Change, or the Company determines doing so may be reasonably required for actions or discussions of the purpose Board of complying Directors (or any committee thereof) with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Companythereto. No investigation by Parent or its Representatives shall affect the Company’s representations and warranties representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser Merger Sub pursuant to this Agreement. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall cause its Subsidiaries and direct its and their respective Representatives to comply with, all of Parent’s obligations under that certain Non-Disclosure Agreement, dated March 21, 2023, as amended, between the Company and Parent (the “Confidentiality Agreement”). During the Pre-Closing Period, the Company further agrees to reasonably cooperate with Parent and its Representatives with respect to communications to, and to organize and facilitate meetings with, customers, suppliers and other key business relations of the Acquired Companies as Parent or Merger Sub may reasonably request.

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall (and Seller shall cause Unique Fabrications to) (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's and Unique Fabrications' personnel, properties (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or dutysubsurface testing), or (iii) Contracts, Governmental Permits, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably disrupt interfere with the operations of the Company Seller or Unique Fabrications; (b) furnish Buyer Group with copies of all such Contracts, Governmental Permits, books and its SubsidiariesRecords and other existing documents and data as Buyer may reasonably request; provided(c) furnish Buyer Group with such additional non-privilege, furtherfinancial, that legal, environmental, operating and other relevant data and information described in the foregoing clause as Buyer may reasonably request; and (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, d) otherwise cooperate and disclosure may be limited to external counsel for Parentassist, to the extent reasonably requested by Buyer, with Buyer's investigation of the Company determines doing so may properties, assets and financial condition related to Seller or Unique Fabrications. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be reasonably required permitted to have the same performed and Buyer shall be responsible for all costs associated with the purpose testing, including without limitation the disposal of complying with applicable Antitrust Laws. With respect to soils or other media generated during the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply withtesting, and shall cause Parent’s Representatives to comply withdefend, indemnify and hold harmless Seller and Unique Fabrications for all Damages as a result of its obligations under such testing. Without limiting the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to generality of the executive officer or other Person designated by foregoing and as soon as practicable after the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to date of this Agreement, Seller shall (and Seller shall cause Unique Fabrications to) provide Buyer with all Seller's and Unique Fabrications' payroll information in possession of Seller, Unique Fabrications and the payroll processor of Seller and Unique Fabrications.

Access and Investigation. During From the Pre-date of this Agreement until the earlier to occur of the Closing PeriodDate or termination of this Agreement, Seller shall cause Longhorn to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable advance written notice notice, to the Companyofficers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Longhorn Entities, including inspection of such properties. Notwithstanding the foregoing, no Longhorn Entity shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Seller shall consider in good faith on a case-by-case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Longhorn provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the chief financial officer or chief legal officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller or any Longhorn Entity, or with any Governmental Entity, concerning or related to the Transactions contemplated by this Agreement, unless Seller consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Company term “inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Seller in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with the current ASTM standards for the conduct of a Phase II on-site investigation or otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring xxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER, THE LONGHORN ENTITIES AND EACH OF THE BUYER INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and other proceedings, and other elements of “Damages” related thereto, brought by or asserted by the Longhorn Entities’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives , in connection with reasonable access during the normal business hours conduct of the Company due diligence investigations described in this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Seller or the Longhorn Entities and provided to the CompanyBuyer regarding such Person’s Representativesactions while upon, personnel, entering or leaving any Real Property, officers, employees, agents, offices and other properties. Buyer shall not, and assets and to all existing booksshall cause its Representatives not to, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorneyday-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the to-day operations of the Company and its Subsidiaries; provided, further, that information described Business in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementconducting any due diligence activities.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Company to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Company; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesCompany, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesCompany, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesCompany, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract binding confidentiality agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements reasonably cooperated with Parent to permit reasonable disclosure such inspection of or to disclose such information on a basis that does not in violation of such Law, agreement contravene any applicable Legal Requirement or dutyconfidentiality agreement), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines that doing so may be is reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated April 13, 2018, between the Company and Firmenich, SA (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 5.1 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period commencing on the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Article 9 and the Closing (the “Pre-Closing Period”), the Seller shall, and shall ensure that the Representatives thereof: (a) promptly, upon reasonable advance written notice to the Companyrequest (email being sufficient), the Company shall, provide Purchaser and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and ParentPurchaser’s Representatives with reasonable access during the normal business hours of the Company to the CompanySeller’s Representatives, personnel, Real Property, officers, employees, agents, offices and other propertiesassets, and assets properties and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company Cystinosis Business or any Transferred Asset or Licensed IP; and its Subsidiaries(b) promptly, upon reasonable advance written request (email being sufficient), provide Purchaser and Purchaser’s Representatives with copies of such books, records, Tax Returns, work papers and other documents and information relating to the Cystinosis Business or any Transferred Asset or Licensed IP, and with any available or reasonably producible such additional financial, operating and other data and other information regarding the Company and its SubsidiariesCystinosis ACTIVE/123404471.12 Business or any Transferred Asset or Licensed IP, as Parent Purchaser may reasonably request; provided. Without limiting the forgoing, howeverduring the Pre-Closing Period the Seller shall provide Purchaser with reasonable access to, that any such and shall make its employees reasonably available for, knowledge transfer, training sessions and general informational meetings, and the Seller shall provide information reasonably requested to facilitate Purchaser’s integration activities with respect to the Contemplated Transactions, including Purchaser performing activities as are reasonably necessary in order to ensure the orderly transition of the Transferred Assets and Assumed Liabilities from the Seller to Purchaser, effective from and after the Closing. All access provided during the Pre-Closing Period to Purchaser by the Seller shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Seller, and its Subsidiaries. Nothing herein solely at Purchaser’s expense; provided, however, that the Seller shall require the Company not be required to permit any inspection or other access, or to disclose (A) any information concerning Acquisition Proposalsto the extent: (i) such disclosure would, which shall be governed by Section 5.4, (B) any information regarding in the deliberations reasonable judgment of the Company Board Seller and after notice to Purchaser: (a) result in the disclosure of any trade secrets of Third Parties; (b) violate any obligation of the Seller with respect to this Agreement confidentiality, non-disclosure or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided privacy; (c) jeopardize protections afforded to the Company Board in connection therewith, or (C) any information, that in Seller under the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client privilege or other legal privilege the attorney work product doctrine; (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (iid) contravene violate any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its SubsidiariesLegal Requirement; provided, further, that information described the Seller shall use its commercially reasonable efforts to obtain any required consents or make alternative arrangements to permit such inspection, access or disclosure in a manner that does not give rise to the consequences referred to in the foregoing clause clauses (C)(ia) through (d); or (ii) without limiting the rights of Purchaser and the obligations of Seller under Section 5.3, such information is included in the minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Contemplated Transactions or any similar transaction between the Seller and any other Person (including any presentations or other materials prepared by or for the Board of Directors, whether in connection with a specific meeting, or otherwise relating to such subject matter); provided, further that any such access shall be disclosed afforded and any such information shall be furnished solely at Purchaser’s expense; provided, further that any access to the properties of the Seller shall be subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementtheir reasonable security measures.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices designated Representatives and other to properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided Parent to the Company Board in connection therewithextent (i) such disclosure would, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion (ix) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (iiy) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has Acquired Corporations have reasonably cooperated with Parent and used commercially reasonable best efforts to make appropriate substitute arrangements permit disclosure to the extent permitted by Legal Requirements) or (z) contravene any Contract to which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit reasonable disclosure not in violation of to the extent permitted by such Law, agreement or duty), Contract) or (iiiii) unreasonably disrupt such information is included in the operations minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and its Subsidiaries; providedany other Person (including any presentations or other materials prepared by or for the Board of Directors, furtherwhether in connection with a specific meeting, that information described in the foregoing clause (C)(ior otherwise relating to such subject matter), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, . Notwithstanding anything to the extent contrary herein, the Company determines doing so Acquired Corporations may satisfy their obligations set forth above to provide access to personnel, assets, books, records, work papers and any other documents and information by electronic means if physical access would not be reasonably required for permitted under the purpose of complying with applicable Antitrust LawsLegal Requirements (including any COVID-19 Measures). With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement dated March 22, 2022, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to ‎Article 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request, in each case for any reasonable purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Companies. Any such access shall be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements reasonably cooperated with Parent to permit reasonable disclosure not to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in violation the case of clause ‎(ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such Law, agreement or duty), or information to the extent doing so could reasonably (iii) unreasonably disrupt in the operations good faith belief of the Company and its Subsidiaries; provided, further, that information described in (after consultation with outside counsel)) be managed through the foregoing clause (C)(i), shall use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be disclosed subject provided access to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawssuch information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives‎Section 5.01, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Confidential Disclosure Agreement, effective as of January 1, 2019 and as amended thereafter, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 shall be directed Notwithstanding anything to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or limit or otherwise affect would not be permitted under the remedies available to Parent or Purchaser pursuant to this Agreementapplicable Legal Requirements (including any COVID-19 Measures).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Company to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Company; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesCompany, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesCompany, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesCompany, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Company, and its Subsidiariesshall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose (A) permit any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement inspection or the transactions contemplated hereby or any similar transaction or transactions with any other Persontesting, or any materials provided to the Company Board in connection therewith, or (C) disclose any information, that in the reasonable good faith judgement of the Company would be detrimental to the Company’s business or operations nor shall anything herein require the Company to disclose any information to Parent if such disclosure would, in its reasonable discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable Law, Legal Requirement or fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure provide such information in a way that does not in violation of such Law, agreement contravene applicable Legal Requirements or dutyfiduciary duties), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws or Investment Screening Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives4.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated June 2, 2021, between the Company and Clearlake Capital Group, L.P. (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 4.1 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During Subject to the terms of the Confidentiality Agreement which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the Effective Time (the “Pre-Closing Period”), upon reasonable advance written notice to the Companynotice, the Company shall, and shall use commercially reasonable efforts to cause its Representatives, its Subsidiaries and its Subsidiaries’ the Company’s applicable Representatives to: (ia) provide Parent Buyer and ParentBuyer’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agentsassets, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business facilities of the Company and its Subsidiaries, including copies of the Subsidiaries and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, provided, that such access will include reasonable direct access to the executive team and other senior executives of the Company at the level of managing director (or equivalent) and higher; and (b) provide Buyer and Buyer’s Representatives with such copies of the existing books, records, Tax Returns, work papers, product, technology and service data, and other documents and information relating to the Company and its Subsidiaries, their assets, Liabilities, Business, properties, offices and other facilities, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its Subsidiaries, Subsidiaries as Parent Buyer may reasonably request; provided, howeverthat such investigation shall only be upon reasonable notice and shall be at Buyer’s sole cost and expense; provided, further, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing nothing herein shall require the Company or any of its Representatives to disclose (A) any information concerning Acquisition Proposalsto Buyer or its Representatives if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding in the deliberations reasonable and good faith judgment of the Company Board with respect to this Agreement or its Representatives, as applicable, (i) violate applicable Legal Requirements or the transactions contemplated hereby provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which the Company or any similar transaction of its Subsidiaries or transactions with any other PersonRepresentatives is a party, or any materials provided to the Company Board in connection therewith, fiduciary duty or (C) any information, that in the reasonable good faith judgement of the Company would (iii) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiariesprivilege; provided, further, that information described in that, for the foregoing clause avoidance of doubt, nothing herein shall create (C)(i), or shall be disclosed subject construed to execution create) any obligation on any of a joint defense agreement the Company’s professional advisors to disclose any information, or otherwise take or refrain from taking any action, absent an express contractual requirement to do so under such professional advisors’ respective engagement agreements with the Company. If the Company does not provide or cause its applicable Representatives to provide such access or such information in customary formreliance on the previous sentences in this Section 5.1, then the Company shall promptly (and disclosure may be limited to external counsel for Parent, to the extent in any event within twenty four (24) hours after the Company determines doing so may be reasonably required for that it will not provide or cause it Representatives to provide such access or such information) provide a written notice to Buyer stating that it is withholding such access or such information and stating the purpose of complying with justification therefor, and shall use commercially reasonable efforts to provide the applicable Antitrust Lawsinformation in a way that would not violate such Legal Requirement, Contract or confidentiality agreement, or jeopardize such privilege. With respect to the information disclosed No investigation or access permitted pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 5.1 shall be directed deemed to the executive officer modify any representation or other Person designated warranty made by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementCompany hereunder.

Access and Investigation. During Between the Pre-date of this Agreement and the Closing PeriodDate, Seller shall afford Buyer and its representatives, during normal business hours and upon reasonable advance written notice to Seller, access to Seller's operational and functional managers who have direct responsibility for the CompanyProducts, solely to the Company extent relating to the Purchased Assets (other than the Transferred Contracts) and solely for purposes of Buyer's transition planning; provided, however, that in no event shall such access unreasonably interrupt Seller's business operations or conflict with Seller's proprietary or competitive business interests, which, for the avoidance of doubt, shall include any interest required to comply with applicable Legal Requirements, preserve any applicable attorney-client privilege, or legal or contractual third-party confidentiality obligations; and provided, further, that in no event shall Buyer's satisfaction with the results of transition planning be a condition precedent to the Closing. Any access or investigation pursuant to this Section 5.2 shall be conducted in such manner as to comply with all applicable competition and antitrust Legal Requirements and all confidentiality requirements under any contracts, agreements or other arrangements with any third-party, and not to interfere unreasonably with the conduct of the operations of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Seller in this Agreement. After the Closing, Buyer shall, and shall cause its RepresentativesAffiliates and their respective employees and agents to, its Subsidiaries subject to any Legal Requirements and its Subsidiaries’ Representatives to: any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual third-party confidentiality obligations, (i) provide Parent afford Seller and Parent’s Representatives with its Affiliates and their respective employees and agents reasonable access access, during the normal business hours of the Company and upon reasonable prior notice, to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices Purchased Assets and other Buyer's and its Affiliates' properties, contracts, books and assets and to all existing books, records, Contracts, Tax Returns, work papers records and other documents and information relating to the Company and its Subsidiaries, data and (ii) promptly provide Parent make Buyer's and Parent’s Representatives with all its Affiliates' employees reasonably available to Seller and its Affiliates, in each case, to the extent reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and by Seller in connection with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, item for which shall be governed by Section 5.4indemnification is being sought pursuant to this Agreement or any other Transaction Document, (B) any information regarding the deliberations good faith effort of the Company Board Seller or any of its Affiliates to enforce any of its rights under this Agreement or any other Transaction Document, (C) any inquiry directed to Seller or its Affiliates from any Governmental Body, or any response or submission by Seller or its Affiliates to any Governmental Body, with respect to (I) the Products, (II) the Purchased Assets, (III) this Agreement or any other Transaction Document or (IV) solely with respect to the Transferred Employees, any other matter with respect to which any Transferred Employee would reasonably be expected to have knowledge in connection with or relating to their employment with Seller or its Affiliates or (D) any Proceeding brought by or against Seller or its Affiliates with respect to (I) the Products, (II) the Purchased Assets, (III) this Agreement or any other Transaction Document or (IV) solely with respect to the Transferred Employees, any other matter with respect to which any Transferred Employee would reasonably be expected to have knowledge in connection with or relating to their employment with Seller or its Affiliates. After the Closing, Seller shall, and shall cause its Affiliates and their respective employees and agents to, subject to any Legal Requirements and any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual third-party confidentiality obligations, (i) afford Buyer and its Affiliates and their respective employees and agents reasonable access, during normal business hours and upon reasonable prior notice, to Seller's and its Affiliates' properties, contracts, books and records and other documents and data and (ii) make Seller's and its Affiliates' employees reasonably available to Buyer and its Affiliates, in each case, to the extent reasonably requested by Buyer in connection with (A) any item for which indemnification is being sought pursuant to this Agreement or the transactions contemplated hereby any other Transaction Document, (B) any good faith effort of Buyer or any similar transaction of its Affiliates to enforce any of its rights under this Agreement or transactions with any other PersonTransaction Document, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent inquiry directed to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company Buyer or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty)from any Governmental Body, or (iii) unreasonably disrupt the operations of the Company and any response or submission by Buyer or its Subsidiaries; providedAffiliates to any Governmental Body, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to (I) the information disclosed pursuant Products, (II) the Purchased Assets, (III) this Agreement or any other Transaction Document or (IV) any Transferred Employee or (D) any Proceeding brought by or against Buyer or its Affiliates with respect to (I) the Products, (II) the Purchased Assets, (III) this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer Agreement or any other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, Transaction Document or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement(IV) any Transferred Employee.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to ‎Article 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably requestrequest (other than any books, records, documents and information relating to the negotiation and execution of this Agreement, or, except as expressly provided in ‎Section 5.03 and ‎Section 6.01, any Acquisition Proposal or relating to any deliberation of the Board of Directors or any duly authorized committee thereof regarding any Acquisition Proposal or Company Adverse Change Recommendation), in each case for any reasonable purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Companies. Any such access shall be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements reasonably cooperated with Parent to permit reasonable disclosure not to the extent permitted by such Legal Requirement or party to such Contract); provided, however, in violation the case of clause ‎(ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such Law, agreement or duty), or information to the extent doing so could reasonably (iii) unreasonably disrupt in the operations good faith belief of the Company and its Subsidiaries; provided, further, that information described in (after consultation with outside counsel)) be managed through the foregoing clause (C)(i), shall use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be disclosed subject provided access to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawssuch information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives‎Section 5.01, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Non-Disclosure Agreement, dated as of December 15, 2022, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 shall be directed Notwithstanding anything to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or limit or otherwise affect would not be permitted under the remedies available to Parent or Purchaser pursuant to this Agreementapplicable Legal Requirements (including any COVID-19 Measures).

Access and Investigation. During the period from the date of this Agreement through the Effective Time (the “Pre-Closing Period, upon reasonable advance written notice to the Company”), the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Companies to: (ia) provide Parent and Parent’s Representatives with reasonable access during to the normal business hours Acquired Companies’ Representatives, personnel and Assets; provided, however, that any such access shall be coordinated through senior management of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices (and other properties, Company counsel) and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiariesshall have the right to approve in advance the script, and if any, to be used in connection with such access, such approval not to be unreasonably withheld; (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and with any available or reasonably producible such additional financial, operating and other data and information (including information on bank accounts and investments) regarding the Company Acquired Companies and its Subsidiariestheir financial condition, as Parent may reasonably request; (c) provide to Parent all information concerning the Acquired Companies’ business that Parent reasonably requests; (d) permit Parent and its Representatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any customer contact shall be coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such customer contact, such approval not to be unreasonably withheld; (e) provide Parent and Parent’s Representatives with reasonable access to the Owned Real Property, and subject to the terms of each Real Property Lease, the Leased Real Property, for the purpose of conducting phase I environmental site assessments; provided, however, that any access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel coordinated through senior management of the Company (and Company counsel), and the Company shall have the right to approve in advance the script, if any, to be used in connection with such a manner as access, such approval not to be unreasonably interfere with the normal operation withheld; and (f) provide notice of the business transactions contemplated by this Agreement to any and all unions or labor organizations representing any employees of the Company and or its Subsidiaries. Nothing herein shall require the Company to disclose (A) ; provided, however, that any information concerning Acquisition Proposals, which notice shall be governed by Section 5.4, (B) any information regarding the deliberations coordinated through senior management of the Company Board (and Company counsel), and the Company shall have the right to approve in advance any notice, such approval not to be unreasonably withheld. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall furnish promptly to Parent: (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC; (ii) any material notice, document or other communication sent or proposed to be sent by or on behalf of any of the Acquired Companies to any party to any Specified Contract of a type described in subsections (a), (b) and (c) of Section 3.14 or, solely with respect to this Agreement any material notice, document or other communication alleging a breach of any Specified Contract of a type described in subsections (a), (b) and (c) of Section 3.14, sent to any of the Acquired Companies by any party to any such Specified Contract (other than any communication that relates solely to routine commercial transactions contemplated hereby or between an Acquired Company and the other party to any similar transaction or transactions such Specified Contract and that is of the type sent in the ordinary course of business and consistent with any past practices); (iii) all other Personwritten information concerning its business, or any materials provided properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give written notice to Parent, and Parent shall during the Pre-Closing Period give prompt written notice to the Company Board in connection therewithof (a) the discovery by such party of any event, condition, fact or (C) any information, circumstance that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client occurred or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of existed on or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by such party in this Agreement; (including b) the discovery by such party of any confidentiality event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by such party in this Agreement if such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; (c) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to which be complied with or satisfied by it under this Agreement; (d) the Company occurrence of an event or its Affiliates is a party, so long as the Company has used commercially reasonable efforts circumstance that could be reasonably expected to make appropriate substitute arrangements the timely satisfaction of any of the conditions set forth in Section 7 impossible or unlikely or that has had or would reasonably be expected to permit reasonable disclosure not in violation have a Material Adverse Effect; or (e) the commencement of such Law, agreement any litigation or duty)Proceeding against or affecting this Agreement, or (iii) unreasonably disrupt the operations of the Company and its SubsidiariesMerger; provided, furtherhowever, that information described in the foregoing clause case of subsections (C)(i)a) and (b) of this sentence, shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure the notice may be limited to external counsel for Parent, given within three (3) Business Days of the applicable discovery. Notwithstanding anything in this Section 5.1 to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed contrary, no notice, report or document given pursuant to this Section 5.3 to Parent and its Representatives5.1 shall have any effect on the representations, Parent shall comply withwarranties, and shall cause Parent’s Representatives to comply with, all covenants or agreements contained in this Agreement for purposes of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties determining satisfaction of any condition contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Offer Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, properties, offices and other properties, facilities and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business business, properties, contracts, assets, liabilities, capitol stock, personnel and other aspects of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person5.3(c), or any materials provided information to the Company Board in connection therewithParent if such disclosure would, or (C) any information, that in the reasonable good faith judgement judgment of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company Acquired Corporation or its Affiliates is a party); provided, so long further, that with respect to clauses (i) and (ii) of this Section 5.1, the Company, as the Company has used applicable, shall use its commercially reasonable efforts to make appropriate substitute arrangements (A) obtain the required consent of any such third party to provide such inspection or disclosure, (B) develop an alternative to providing such information so as to address such matters that is reasonably acceptable to Parent or (C) utilize the procedures of a joint defense agreement or implement such other techniques if the parties determine that doing so would reasonably permit reasonable the disclosure not in violation of such Law, agreement information without violating applicable Law or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiariesjeopardizing such privilege; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company Acquired Corporation determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. To the extent that any of the information or material furnished pursuant to this Section 5.1 or otherwise in accordance with the terms of this Agreement may include material subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened legal proceedings or governmental investigations, the parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated October 23, 2015, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Corporations’ Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)privilege, (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), ) or (iii) unreasonably disrupt result in the operations disclosure of any trade secrets of third parties. Without limiting the foregoing, in the event that the Company does not disclose information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such information and shall use its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject reasonable best efforts to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parentcommunicate, to the extent feasible, the applicable information in a way that would not violate the applicable Legal Requirements, Contract or obligation or risk waiver of such privilege. Without limiting the generality of this Section 4.1, from the date of this Agreement until the Effective Time, the Company determines doing so may be reasonably required will furnish to the Parent promptly upon written request by Parent (to the extent such items become available), (i) monthly financial statements, including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date, (ii) any material update of its outlook for the purpose quarter or the balance of complying with applicable Antitrust Lawsthe fiscal year as it may prepare for management’s internal use and (iii) monthly same store results. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives4.1, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated January 21, 2013, as amended, between the Company and Sycamore Partners Management, L.L.C. (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Corporations’ Representatives, personnelpersonnel and assets, Real Property, officers, employees, agents, offices supervised conversations with customers and other properties, and assets suppliers and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party), so long as provided that the Company has used shall use commercially reasonable efforts to make appropriate substitute arrangements obtain any Consents of third parties that are necessary to permit allow such information to be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in violation a breach of such Law, agreement or duty), this clause (ii) or (iii) unreasonably disrupt result in the operations disclosure of the Company and its Subsidiariesany trade secrets of third parties; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated April 8, 2013, between the Company and Vista Equity Partners III, LLC (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During Seller has previously, and between the Pre-date ------------------------ of this Agreement and the Closing PeriodDate, upon reasonable advance written notice Seller will, and will cause the Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, 's personnel, Real Property, officers, employees, agents, offices and other properties, contracts, books and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company data, (b) furnish Buyer and its SubsidiariesBuyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (iic) promptly provide Parent furnish Buyer and Parent’s Representatives Buyer's Advisors with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating operating, and other data and information regarding the Company and its Subsidiaries, as Parent Buyer may reasonably request. Seller further grants to Buyer and Buyer's agents, employees and consultants a nonexclusive license to enter upon each of the properties involved in each of the Projects for the purpose of allowing Buyer to conduct whatever soil and engineering tests, feasibility studies, surveys and other physical examinations of such properties Buyer deems appropriate (the reported results of which shall provided to both parties). Buyer shall indemnify, defend and hold Seller free and harmless from all loss or liability (including, without limitation, attorneys' fees) arising solely and directly from such activities of Buyer and its agents and employees upon such properties during the Feasibility Period, and from all mechanic's, materialmen's and other liens resulting solely and directly from any such conduct of Buyer and its agents and employees; provided, however, that Buyer shall have no liability for any loss or damage attributable to the acts or omissions of Seller or Company or their agents, employees, invitees or licensees or resulting from latent defects or Hazardous Substances (as herein defined) within, on or adjacent to any of such access shall be conducted properties. In the event that the Contemplated Transactions are not completed, Buyer agrees to return to Seller or destroy (at Parent’s expenseSeller's request) all copies of contracts, at a reasonable timebooks, under documents, data and records, and any notes or other written or electronically recorded materials prepared by Buyer, pertaining to the supervision of appropriate personnel of the Company Company, its projects, and in such a manner as assets and not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company use or disclose to disclose (A) others any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementtherein.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transaction; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the out-of-pocket expense with supervision of appropriate personnel of the Company Acquired Corporations where applicable and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion and after notice to Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements Acquired Corporations have reasonably cooperated with Parent to permit reasonable disclosure not in violation of such Law, agreement or duty), to the extent permitted by Legal Requirements) or (iii) unreasonably disrupt violate any of its or its Affiliates’ respective confidentiality obligations (so long as the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject Acquired Corporations have reasonably cooperated with Parent to execution of a joint defense agreement in customary form, and permit disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawspermitted by such confidentiality obligations). With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the letter agreement, effective as of July 17, 2020, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice Subject to the CompanyConfidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Closing and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Interim Period“), Seller and the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ their respective Representatives to: (i) provide Parent Buyer and Parent’s its Representatives with reasonable access during the normal business hours of the Company upon reasonable advance prior written notice to the Company’s and Seller’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, non-income Tax Returns, material operating and financial reports, work papers papers, assets, executive officers, Contracts and other documents and information to the extent relating to the Company and its the Company Subsidiaries, ; and (ii) promptly provide Parent Buyer and Parent’s its Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, non-income Tax Returns, work papers papers, Contracts and other documents and information to the extent relating to the Company and its the Company Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding to the extent relating to the Company and its the Company Subsidiaries, as Parent Buyer may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, . Information obtained by Buyer or its Representatives pursuant to this Section 5.1 will constitute “Evaluation Material” under the supervision of appropriate personnel Confidentiality Agreement and will be subject to the provisions of the Company and Confidentiality Agreement. Nothing in such a manner as not to unreasonably interfere with the normal operation of the business of this Section 5.1 will require Seller, the Company and its Subsidiaries. Nothing herein shall require the or any Company Subsidiary to permit any inspection, or to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement judgment of Seller would (A) violate any of Seller’s or its Affiliates’ respective obligations under any confidentiality agreement, (B) result in a violation of applicable Law (including ITAR) or (C) result in loss of legal protection, including the attorney client privilege and work product; provided in each case that Seller provides Buyer with the basis for withholding such documents and, in the case of clause (A), if requested by Buyer, uses commercially reasonable efforts to get all requisite approval to make such information available to Buyer. In no event shall Buyer, its Affiliates or their respective Representatives contact any customer or supplier of the Company would or the Company Subsidiaries with respect to the Transactions without the prior written consent of the Chief Executive Officer or General Counsel of Seller. 5.2 Operation of the Company’s Business. (e) Except (i) jeopardize any attorney-client as expressly contemplated or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)required by this Agreement, (ii) contravene any as required by applicable Law, fiduciary duty (iii) as expressly contemplated or required by the Carveout Agreement, (iv) as set forth in Section 5.2(a) or Section 5.2(b) of the Seller Disclosure Letter, or (v) as consented to in writing by Buyer, during the Interim Period, the Company shall and shall cause the Company Subsidiaries to (A) ensure that it conducts the Business (x) in the ordinary course consistent with past practices; and (y) in material compliance with all applicable Law and each Company Material Contract; (B) use commercially reasonable efforts to ensure that it preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its satisfactory relations and goodwill with material suppliers, landlords, and other Persons having material business relationships with the Company and the Company Subsidiaries; and (C) keep in full force and effect all appropriate insurance policies covering all assets of the Company and the Company Subsidiaries. (f) Except (A) as expressly contemplated or required by this Agreement, (B) as required by applicable Law (provided, that in the case of clause (B), Seller shall provide prior written notice to Buyer describing any actions covered by any of clauses (i) through (xviii) below), (C) as expressly contemplated or required by the Carveout Agreement, (D) as set forth in Section 5.2(b) of the Seller Disclosure Letter, or (E) as consented to in writing by Buyer, during the Interim Period, the Company shall not and shall cause the Company Subsidiaries not to: (iii) declare, accrue, set aside or pay any dividend, make or pay any dividend or other distribution (whether in cash, stock, property or otherwise) in respect of any shares of capital stock or any other Company or Company Subsidiary securities (other than dividends or distributions paid in cash from the Company or a direct or indirect wholly owned Company Subsidiary to Seller, the Company or another direct or indirect wholly owned Company Subsidiary); adjust, split, combine or reclassify any capital stock or otherwise amend the terms of any Company or Company Subsidiary securities; or acquire, redeem or otherwise reacquire or offer to acquire, redeem or otherwise reacquire any shares of capital stock or other securities; (iv) sell, issue, grant or authorize the sale, issuance, or grant of: (A) any capital stock or other equity security; (B) any option, call, warrant or right to acquire any capital stock or other equity security; or (C) any instrument convertible into or exchangeable for any capital stock or other equity security; (v) amend or permit the adoption of any amendment to the Company’s or a Company Subsidiary’s certificate of incorporation or bylaws; (vi) acquire any equity interest of any other Person, or effect or become a party to any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, reclassification of shares, stock split, reverse stock split, division or subdivision of shares, consolidation of shares or similar transaction; (vii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company or any Company Subsidiaries or alter through merger, liquidation, reorganization or restructuring the corporate structure of the Company or any Company Subsidiaries, excluding the merger, dissolution, liquidation or consolidation of any Company Subsidiary with or into the Company or another Company Subsidiary. (viii) enter into any Contract entered into that would explicitly impose any material restriction on the right or ability of the Company or any Company Subsidiary or any Affiliate of the Company or any Company Subsidiary: (A) to compete with any other Person; (B) to acquire any product or other asset or any services from any other Person; (C) to perform services for or sell products to any other Person; (D) to transact business with any other Person; or (E) to operate at any location in the world, in each case, other than Contracts that contain covenants that prohibit the Company or any Company Subsidiary from using any trade names other than the Company’s or a Company Subsidiary’s trade names; (ix) other than in the ordinary course of business (A) amend or terminate (other than expiration in accordance with its terms), or (B) waive any material right, remedy or default under any Company Material Contract; (x) except as set forth on Section 5.2(b)(viii) of the Seller Disclosure Letter, sell or otherwise dispose of, or lease or license any right or other asset or property of the Company or the Company Subsidiaries to any other Person (except in each case for rights, assets or properties: (A) acquired, leased, licensed or disposed of by the Company in the ordinary course of business; or (B) that are not material to the business of the Company or the Company Subsidiaries); (xi) make any pledge of any of its properties or assets or any interest therein or permit any of its assets to become subject to any Liens (other than Permitted Liens); (xii) lend money to any Person (other than advances to Business Employees in the ordinary course of business consistent with past practice), guarantee any Indebtedness (other than in the ordinary course of business consistent with past practices and that is settled prior to Closing), or incur any indebtedness for borrowed money or other indebtedness of the Company evidenced by credit agreements, notes, bonds, indentures, securities or debentures (other than, in each case, (A) intercompany Indebtedness among the Company and the Company Subsidiaries or (B) intercompany Indebtedness among the Company, any Company Subsidiary, Seller or any other Subsidiary of Seller that, except as provided in Section 5.9, is settled prior to the Closing); (xiii) establish, adopt, enter into any new, amend, terminate or take any action to accelerate rights under, any Company Employee Benefit Plan or Company Employee Agreement, grant or pay any bonus or make any profit-sharing payment to, or materially increase the amount of the wages, salary, commissions, fringe benefits or other compensation (including equity or equity-based compensation, whether payable in stock, cash or other property) or remuneration payable to any Business Employees (except that the Company may: (A) provide routine salary increases to Business Employees in the ordinary course of business and in connection with the Company’s customary employee review process; (B) subject to the salary increase limitations in clause (A), promote or change the title of any Business Employee in the ordinary course of business and in connection with the Company’s customary employee review process; (C) enter into written Business Employee Agreements with newly hired Business Employees in a manner consistent with the Company’s customary past practices; (D) amend the Company Employee Benefit Plans to the extent required by applicable Laws; and (E) make customary bonus and profit-sharing payments in accordance with, and as required by, Company Plans existing on the date of this Agreement); (xiv) make any capital expenditures in excess of $300,000 in the aggregate, except (i) capital expenditures made in accordance with the Company’s annual budget and capital expenditure plan, as furnished to Buyer or (ii) purchases of supplies in the ordinary course of business, consistent with past practice, including purchases of “at-risk” inventory; (xv) settle, compromise, discharge or agree to settle any Legal Proceeding other than those that do not involve the payment by the Company or any Company Subsidiaries of monetary damages and do not involve any injunctive or other non-monetary relief or impose restrictions on the business or operations of the Company or the Company Subsidiaries; provided, that the Company or the Company Subsidiaries may settle or agree to settle any litigation, investigation, arbitration or proceeding that does not involve the payment by the Company or any of the Company Subsidiaries of monetary damages in excess of $100,000 in the aggregate provided that the Company has kept Buyer reasonably informed of the status of settlement discussions prior to any such settlement; (xvi) hire any employee that would be entitled to receive annual cash compensation of $150,000 or more (except in order to fill a position vacated after the Agreement Date at compensation rates not to exceed those of the prior employee of the position so filled); (including xvii) other than as required by changes in GAAP or SEC rules and regulations, change any confidentiality agreement of its methods of accounting or accounting practices; (xviii) make or change any Tax election, adopt or change any method of Tax accounting, file any amended Tax Return, enter into any closing agreement, settle any Tax Claim or assessment, surrender any right to claim a Tax Refund, or consent to the waiver or extension of the statute of limitations with respect to any Tax matter, unless, in each case, doing so either (a) would not reasonably be expected to cause an increase in Taxes of the Company or any Company Subsidiary after the Closing Date or (b) is required by Law; (xix) discontinue or fail to renew any policies of insurance to which the Company or its Affiliates any Company Subsidiary is a party, so long as or under which the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty)any Company Subsidiary is covered as a “Named Insured” or an “Additional Insured”; or (xx) authorize any of, or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; providedcommit, furtherresolve, that information described propose or agree in writing or otherwise to take any of, the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawsactions. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.5.3

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company shall, GHX shall (and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: ): (ia) provide Parent the Stockholder and Parent’s the Stockholder's Representatives with reasonable access during the normal business hours of the Company hours, upon reasonable notice to the Company’s RepresentativesGHX, personnel, Real Property, officers, employees, agents, offices to GHX's and other properties, its Subsidiaries' personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and GHX or its Subsidiaries, ; and (iib) promptly provide Parent or make available to the Stockholder and Parent’s the Stockholder's Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent Stockholder may reasonably request; provided, however, that . Without limiting the generality of any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company foregoing, during the Pre-Closing Period and subject to applicable Antitrust Laws, GHX and the Stockholder shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of GHX or the Stockholder, as applicable, in such a manner as not to unreasonably interfere connection with the normal operation Merger or any of the business of the Company and its Subsidiariesother Contemplated Transactions. Nothing herein The foregoing shall not require the Company GHX to permit any inspection, or to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement judgment of the Company would GHX could reasonably be expected to result in (i) jeopardize the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable attorney-client or other legal privilege (so long as the Company GHX has reasonably cooperated with Parent taken reasonable steps to permit such inspection of or to disclose such information described in this clause (ii) on a basis that does not waive such compromise GHX's privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), thereto or (iii) unreasonably disrupt the operations violation of any applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Companyimmediately preceding sentence applies. No investigation by the Stockholder shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect any of the remedies available to Parent representations, warranties, covenants or Purchaser pursuant to obligations of GHX contained in this Agreement.

Access and Investigation. (a) During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries ensure that each of the other Acquired Companies and its Subsidiaries’ Representatives toand their respective Representatives: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Companies’ Representatives, personnelmanagement, Real Property, officers, employees, agents, offices and other properties, properties and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Acquired Companies upon reasonable advance notice during normal business hours of the Company and its Subsidiaries, in such a manner as to not unreasonably interfere with the normal operation of the business of the Company; and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under . Without limiting the supervision of appropriate personnel generality of the Company and in such a manner as not to unreasonably interfere with foregoing, during the normal operation of the business of Pre-Closing Period, the Company and its Subsidiaries. Nothing herein shall require the Company to disclose promptly provide Parent, upon request, with copies of: (A) any information concerning Acquisition Proposals, which shall be governed all material operating and financial reports prepared by Section 5.4, the Acquired Companies for the Company’s senior management; (B) any information regarding the deliberations written materials or communications sent by or on behalf of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or its stockholders; (C) any informationnotice, that in the reasonable good faith judgement report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Companies in connection with the Merger or any of the other Contemplated Transactions; and (D) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body. Notwithstanding the foregoing: (1) nothing in this Section 4.1 shall require any Acquired Company would or its Representatives to disclose any information to Parent or Parent’s Representatives if such disclosure would: (ix) violate any applicable Legal Requirement; (y) jeopardize any the attorney-client privilege or other similar legal privilege applicable to such information; or (so long z) violate any confidentiality agreement with a third party to which any Acquired Company is a party as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Agreement; and (including 2) if any confidentiality agreement Acquired Company does not provide or cause its Representatives to which provide such access or such information in reliance on clause “(1)” above, the Company shall: (aa) promptly (and in any event within two Business Days) provide a written notice to Parent stating that it is withholding such access or its Affiliates is a party, so long as such information and stating the Company has used justification therefor; and (bb) use commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure provide the applicable information in a way that would not in violation of violate such Law, Legal Requirement or confidentiality agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementjeopardize such privilege.

Access and Investigation. During the Pre-period from the Agreement Date until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 9.1 (the “Pre- Closing Period”), upon reasonable advance written notice to the CompanyCompany and subject to applicable logistical restrictions or limitations as a result of COVID-19 or any COVID-19 Measures, the Company and its directors, employees and officers shall, and the Company shall cause direct its Representativesother Representatives of the Company, its Subsidiaries and its Subsidiaries’ Representatives to: (ia) to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, Acquired Companies’ officers, employees, agents, offices and other propertiespersonnel, and assets and to all existing books, records, Contracts, Tax Returns, work papers books and other documents and information relating to the Company and its Subsidiaries, and records (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s sole expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Company) and (b) to furnish to Parent such financial and operating data and other information as Parent may reasonably request, provided, that Parent and its SubsidiariesRepresentatives shall use such access and information solely for the purpose of the consummation of the Transactions and post-Closing integration planning or otherwise for purposes of exercising Parent’s rights or remedies under this Agreement. Nothing The foregoing notwithstanding, nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in extent the reasonable good faith judgement disclosure of the Company such information would (i) jeopardize any attorney-client or other legal privilege or contravene any applicable Law (so long as including Antitrust Law); provided, that the Company has shall reasonably cooperated cooperate with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) thereto or contravene any such applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed No investigation pursuant to this Section 5.3 6.1 shall affect, or be deemed to Parent and its Representativesmodify or waive, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all any representation or warranty in this Agreement of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed any party hereto or any condition to the executive officer obligations of the parties hereto or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or otherwise limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement. All requests for access pursuant to this Section 6.1 must be directed to the Chief Business Officer of the Company or another person designated in writing by the Company. Notwithstanding anything herein to the contrary, Parent and Purchaser shall not, and shall cause their respective representatives not to, contact any partner, licensor, licensee, customer or supplier of the Company in connection with the Offer, the Merger or any of the other Transactions without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and Parent and Purchaser acknowledge and agree that any such contact shall be arranged by and with a representative of the Company participating.

Access and Investigation. (a) During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives toensure that each of the other Acquired Companies: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, Acquired Companies’ personnel, Real Property, officers, employees, agents, offices and other properties, facilities and assets and to all existing books, records, Tax Returns, Contracts, Tax Returnspermits, work papers and other documents and information relating to the Company and its Subsidiaries, and Acquired Companies; (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request; provided(iii) instruct the employees, howevercounsel, that accountants and other Representatives, in each case, as appropriate or relevant, of the Acquired Companies to reasonably cooperate with and make themselves reasonably available to Parent in good faith in connection with the foregoing; and (iv) maintain in operation the electronic data room(s) made available by the Company to Parent and its Representatives in connection with the Contemplated Transactions and continue to provide Parent and its Representatives with access through such electronic data room(s) to all information contained therein as of the date of this Agreement to the same extent provided prior to the date hereof, and (v) promptly notify Parent of the commencement of any such access shall be conducted material Legal Proceeding the commencement of which Parent has not previously been notified by the Company or its Representatives and provide periodic briefings at Parent’s expense, the request of Parent to update Parent at a reasonable timelevel of detail on the status of any material Legal Proceeding or material claim threatened, under commenced or asserted against or with respect to any of the supervision Acquired Companies, or any material developments in ongoing material Legal Proceedings of appropriate personnel the Acquired Companies, in the case of the foregoing clause (i), (A) upon reasonable advance notice, during normal business hours, in accordance with reasonable procedures established by Parent and the Company and in such a manner as that does not to unreasonably interfere with the normal operation of the business of the Acquired Companies, including any reasonable procedures established by the Acquired Companies in response to the COVID-19 pandemic; (B) as Parent may reasonably request for purposes reasonably related to the Contemplated Transactions; (C) which shall exclude any invasive testing or evaluation, including any Phase II environmental testing; and (D) which shall be at Parent’s sole cost and expense. Without limiting the generality, in each case of the foregoing, during the Pre- Closing Period, the Company and its Subsidiaries. Nothing herein shall require promptly provide Parent, upon request, with copies of: (x) any written materials or communications sent by or on behalf of the Company to disclose its stockholders; and (Ay) any information concerning Acquisition Proposalsnotice, which shall be governed by Section 5.4, (B) report or other document filed with or sent to any information regarding the deliberations Governmental Authority on behalf of any of the Company Board Acquired Companies in connection with respect to this Agreement or the transactions contemplated hereby Merger or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementContemplated Transactions.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices designated Representatives and other to properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided Parent to the Company Board in connection therewithextent (i) such disclosure would, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion (ix) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (iiy) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has Acquired Corporations have reasonably cooperated with Parent and used commercially reasonable best efforts to make appropriate substitute arrangements permit disclosure to the extent permitted by Legal Requirements) or (z) contravene any Contract to which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably cooperated with Parent and used reasonable best efforts to permit reasonable disclosure not in violation of to the extent permitted by such Law, agreement or duty), Contract) or (iiiii) unreasonably disrupt such information is included in the operations minutes of the meetings of the Board of Directors or its committees and relates to the discussion by the Board of Directors or any applicable committee of the Transactions or any similar transaction between the Company and its Subsidiaries; provided, further, that information described in the foregoing clause any other Person (C)(i), shall be disclosed subject to execution including any applicable portions of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required presentations or other materials prepared by or for the purpose Board of complying Directors, whether in connection with applicable Antitrust Lawsa specific meeting, or otherwise relating to such subject matter). With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement dated June 30, 2023, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, shall and shall cause its Representatives, its Subsidiaries the other Acquired Companies and its Subsidiariesthe Acquired Companies’ Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access (including by electronic means) during the normal business hours of the Company to the Company’s Acquired Companies’ Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers Subsidiaries and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Companies. Nothing herein shall require the any Acquired Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding in the deliberations good faith belief of the Company Board Acquired Companies (after consultation with respect outside counsel) and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto, including entering into common interest or joint defense agreements), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements Acquired Companies have reasonably cooperated with Parent to permit reasonable disclosure not in violation of such Law, agreement or dutyto the extent permitted by Legal Requirements), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, furtherhowever, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may could reasonably (in the good faith belief of the Acquired Companies (after consultation with outside counsel)) be reasonably required for managed through the purpose use of complying with applicable Antitrust Lawscustomary “clean room” arrangements pursuant to which Representatives of Parent could be provided access to such information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement, dated as of July 19, 2019, between the Company and Ultimate Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to all of the Company’s Representatives, Acquired Corporations’ personnel, Real Property, officers, employees, agents, offices and other properties, properties and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations (including financial schedules and accounting records); and (b) promptly provide Parent and Parent’s Representatives with all requested information in the possession of any of the Acquired Corporations regarding the business of the Acquired Corporations, including copies of the existing books, records, Tax Returns, Company Contracts, work papers and its Subsidiariesother documents and information relating to the Acquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto)privilege, (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), ) or (iii) unreasonably disrupt result in the operations disclosure of any trade secrets of third parties. Without limiting the foregoing, in the event that the Company does not disclose information in reliance on the preceding sentence, it shall provide notice to Parent that it is withholding such information and shall use its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject reasonable best efforts to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parentcommunicate, to the extent feasible, the applicable information in a way that would not violate the applicable Legal Requirements, Contract or obligation or risk waiver of such privilege. Without limiting the generality of this Section 4.1, during the Pre-Closing Period the Company determines doing so will furnish to the Parent promptly after becoming available (to the extent such items become available), monthly financial statements, including an unaudited balance sheet, income statement and statement of cash flows for each month through the Closing Date as it may be reasonably required prepare for the purpose of complying with applicable Antitrust Lawsmanagement’s internal use. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives4.1, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement by and between Parent and Company dated June 4, 2013 (as amended from time to time, the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Company and its Subsidiaries and their respective Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably requestrequest (other than any books, records, documents and information relating to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.03 and Section 6.01, any Acquisition Proposal or relating to any deliberation of the Board of Directors or any duly authorized committee thereof regarding any Acquisition Proposal or Company Adverse Change Recommendation), in each case for any reasonable purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Companies. Any such access shall be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements reasonably cooperated with Parent to permit reasonable disclosure not to the extent permitted by such Legal Requirement or party to such Contract); provided, however, in violation the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such Law, agreement or duty), or information to the extent doing so could reasonably (iii) unreasonably disrupt in the operations good faith belief of the Company and its Subsidiaries; provided, further, that information described in (after consultation with outside counsel)) be managed through the foregoing clause (C)(i), shall use of customary “clean room” arrangements pursuant to which non-employee Representatives of Parent could be disclosed subject provided access to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawssuch information. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.01, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Mutual Non-Disclosure Agreement, dated as of December 15, 2022, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 shall be directed Notwithstanding anything to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained contrary herein, the Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or limit or otherwise affect would not be permitted under the remedies available to Parent or Purchaser pursuant to this Agreementapplicable Legal Requirements (including any COVID-19 Measures).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Offer Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company Acquired Corporations to the Company’s Acquired Corporations’ Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, properties and assets and to all existing books, records, Contracts, Tax Returns, Employee Plans, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Contracts, Tax Returns, Employee Plans, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, ,all of its obligations under the Confidentiality Agreement dated June 23, 2014, between the Company and Koninklijke Philips N.V. (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Corporations’ Representatives, personnelpersonnel and assets, Real Property, officers, employees, agents, offices supervised conversations with customers and other properties, and assets suppliers and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party), so long as provided that the Company has used shall use commercially reasonable efforts to make appropriate substitute arrangements obtain any Consents of third parties that are necessary to permit allow such information to be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in violation a breach of such Law, agreement or duty), this clause (ii) or (iii) unreasonably disrupt result in the operations disclosure of the Company and its Subsidiariesany trade secrets of third parties; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Table of Contents Agreement dated June 14, 2013, between the Company and Vista Equity Partners III, LLC (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Companies shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Companies to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Companies. Nothing herein shall require any of the Company Acquired Companies to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has Acquired Companies have reasonably cooperated with Parent and used commercially reasonable best efforts to make appropriate substitute arrangements permit disclosure to permit reasonable disclosure not in violation of such Law, agreement or duty), the extent permitted by Legal Requirements) or (iii) unreasonably disrupt contravene any Contract to which an Acquired Company is a party (so long as the operations of the Company Acquired Companies have reasonably cooperated with Parent and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject used reasonable best efforts to execution of a joint defense agreement in customary form, and permit disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawspermitted by such Contract). With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its the obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to , dated June 12, 2023, between the executive officer or other Person designated by Company and Kontron AG (the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this “Confidentiality Agreement”).

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice Subject to the CompanyConfidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Effective Time and (b) the termination of this Agreement pursuant to Section 8.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives, its the Company Subsidiaries and its Subsidiaries’ and their respective Representatives to, upon reasonable advance notice to the Company from Parent: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representativesand the Company Subsidiaries’ books, personnelrecords, Real PropertyTax Returns, material operating and financial reports, work papers, assets, officers, employees, agentspersonnel, offices and other propertiesfacilities, and assets and to all existing books, records, Contracts, Tax Returns, work papers Contracts and other documents and information relating to the Company and its Subsidiaries, the Company Subsidiaries and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, work papers papers, Contracts and other documents and information relating to the Company and its the Company Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its the Company Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company or create material risk of damage or destruction to any material assets or property of the Company. Any such access shall be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements and shall not include invasive testing. Information obtained by Merger Sub or Parent pursuant to this Section 6.1 will constitute “Evaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing herein shall in this Section 6.1 will require the Company to disclose (A) permit any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Personinspection, or any materials provided to the Company Board in connection therewith, or (C) disclose any information, that in the reasonable good faith judgement judgment of the Company would would: (iA) jeopardize violate any of its or its Affiliates’ respective obligations with respect to confidentiality; (B) result in a violation of applicable Law; (C) result in the loss of a legal protection afforded by the attorney-client privilege or other legal privilege the attorney work product doctrine or similar privilege; or (D) is commercially sensitive (as determined by the Company in its sole discretion), in each case, so long as the Company has reasonably cooperated with Parent to either permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of disclose such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and and/or limit disclosure may be limited to external counsel for of Parent, . Notwithstanding anything to the extent contrary in this Section 6.1, the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of satisfy its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall set forth above by electronic means if physical access would not be directed to the executive officer permitted or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementreasonably practical in light of any COVID-19 Measures.

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices designated Representatives and other assets and properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other papers, documents and information relating to the Company and its SubsidiariesAcquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating operating, Tax and other data and information regarding the Company and its Subsidiaries, Acquired Corporations as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company Parent if such disclosure would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable LawLegal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, fiduciary duty nothing in this Section 5.1 shall require an Acquired Corporation to disclose to Parent or Contract entered into prior Parent’s Representatives the minutes of the applicable portions of the meetings of the Board of Directors or any committee thereof (including any portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof directly and solely related thereto) where the Board of Directors or such committee thereof discussed (x) the Transactions, or the evaluation of strategic alternatives leading up to the Transactions, (y) any Acquisition Proposal received after the date of this Agreement or (including z) a Company Adverse Recommendation Change; provided that in the case of any confidentiality agreement of clauses (x), (y) and (z), this Section 5.1 shall not apply to which any information required to be disclosed or furnished to Parent and Purchaser pursuant to Section 5.3 or 6.1, and the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawsgoverned by Section 5.3 or 6.1 respectively. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all applicable Legal Requirements and all of its obligations under the Confidentiality Agreement dated July 10, 2023, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Companies shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Companies to provide Parent and Parent’s Representatives (including the Financing Sources and their respective Representatives) with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Companies, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Companies and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Companies. Nothing herein shall require any of the Company Acquired Companies to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has Acquired Companies have reasonably cooperated with Parent and used commercially reasonable best efforts to make appropriate substitute arrangements permit disclosure to permit reasonable disclosure not in violation of such Law, agreement or duty), the extent permitted by Legal Requirements) or (iii) unreasonably disrupt contravene any Contract to which an Acquired Company is a party (so long as the operations of the Company Acquired Companies have reasonably cooperated with Parent and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject used reasonable best efforts to execution of a joint defense agreement in customary form, and permit disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawspermitted by such Contract). With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives (including the Financing Sources and their Respective Representatives) to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to , dated November 4, 2022, between the executive officer or other Person designated by Company and Parent (the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this “Confidentiality Agreement”).

Access and Investigation. During The Seller Parties shall each ensure, subject to compliance with applicable Law, that, and shall each use their reasonable best efforts at all times after the Pre-execution of this Agreement and prior to the Closing Periodto ensure that their Representatives, upon reasonable advance written notice to the Company, the Company shall, by Purchaser and shall cause its Representatives, its Subsidiaries at Purchaser’s sole expense: (a) provide Purchaser and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s their Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, personnel and assets and to all existing books, records, Contracts, Tax Returns, Business Contracts, work papers and other documents and information relating to the Company Business, the Purchased Assets and the Assumed Liabilities as Purchaser may reasonably request; (b) provide Purchaser and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, Business Contracts, work papers and other documents and information relating to the Company Business, the Purchased Assets and the Assumed Liabilities as Purchaser may reasonably request; and (c) compile and provide Purchaser and its Subsidiaries, and Representatives with any available or reasonably producible such additional financial, operating and other data and information regarding relating to the Company Business, the Purchased Assets and its Subsidiaries, the Assumed Liabilities as Parent Purchaser may reasonably request; provided, however, that any . Any such access and availability shall include, without limitation, access for Purchaser and its Representatives, at Purchaser’s sole cost and expense, to conduct any site assessment or inspection at the Leased Real Property and physical inspections of the Purchased Assets, as Purchaser may reasonably request. Any investigation pursuant to this Section 6.2 shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and during normal business hours in such a manner as not to interfere unreasonably interfere with the normal operation conduct of the business Business or any other businesses of the Company Seller Parties and its Subsidiariesshall comply with the reasonable security, data privacy and data protection and insurance requirements of Seller Parties. Nothing herein Notwithstanding anything to the contrary in this Agreement, the Seller Parties shall require the Company not be required to disclose (A) any information concerning Acquisition Proposalsto Purchaser or its Representatives if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board as determined in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would by such Seller Party: (i) jeopardize any attorney-client privilege, protection under the work product doctrine or other legal privilege (so long as the Company has unless Purchaser is willing to enter into a joint defense agreement that is reasonably cooperated with Parent satisfactory to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect theretoSeller Parent), (ii) contravene any applicable Law, fiduciary duty Law or Contract binding agreement entered into prior to the date hereof, (iii) relate to any consolidated, combined or similar Tax Return filed by Seller with any of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a partyor any of their respective predecessor entities (provided, so long as however, that relevant information included therein relating to the Company has used commercially reasonable efforts Business or the Purchased Assets shall be extracted and provided to make appropriate substitute arrangements Purchaser), (iv) prior to permit reasonable the Closing, provide access to personnel records of the Transferred Employees, including records relating to individual performance or evaluation records, medical histories or other information the disclosure not in violation of such Law, agreement which would reasonably be expected to subject Seller or duty)any of its Subsidiaries to risk of liability, or (iiiv) unreasonably disrupt relate to any potential sale, transfer or other disposition involving the operations Business other than the Asset Purchase (including as part of a sale, transfer or other disposition of Seller Parent). Prior to the Closing, Purchaser shall not contact or permit any of its controlled Affiliates or Representatives to contact, any of the Company customers, suppliers, distributors, partners or employees of the Business or the Seller Parties without the consent of Seller (not to be unreasonably withheld, conditioned or delayed), and its Subsidiariesin any event without the presence of a representative of Seller if requested by Seller Parent; provided, further, provided that information described Purchaser shall be permitted to contact the Business Employees for the purposes of carrying out the transactions contemplated by this Agreement or in the foregoing clause (C)(i)Ordinary Course of Business in connection with existing commercial relationships between Purchaser, shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Seller Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementand/or their respective Affiliates.

Access and Investigation. (a) During the period commencing on the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period, upon reasonable advance written notice to the Company”), the Company shall, and shall cause its Representatives, its Subsidiaries Representatives and its Subsidiaries’ each of the Acquired Companies and their respective Representatives to: to (i) upon reasonable advance notice, provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Companies’ Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, personnel and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company Acquired Companies and its Subsidiaries(ii) provide Parent and Parent’s Representatives with copies of such books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, and with any available or reasonably producible such additional financial, operating and other data and other information regarding the Company and its SubsidiariesAcquired Companies, as Parent may reasonably request; provided, however, that any . Any such access and disclosure shall at all times be managed by and conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel through Representatives of the Company Company, and in such a manner as not Parent shall reasonably cooperate with its and the Company’s Representatives and shall use commercially reasonable efforts to unreasonably interfere with minimize the normal operation disruption of the business and operations of the Company and its SubsidiariesAcquired Companies. Nothing herein shall require Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose (A) any provide specific information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby Parent or any similar transaction or transactions with any other Person, or any materials provided of its Representatives to the extent that it requires any Acquired Company Board in connection therewith, or to (Cx) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any disclose information subject to attorney-client or other legal privilege or (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to y) disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Lawany applicable Legal Requirement or in violation of any confidentiality obligation to which any of them are bound, agreement or duty)provided, or (iii) unreasonably disrupt the operations of however, that the Company and shall use its Subsidiaries; provided, further, reasonable best efforts to negotiate in good faith agreements or arrangements that permit providing such information described or copies thereof or otherwise complying with this Section 5.1(a) in the foregoing circumstances where clause “(C)(ix), shall be disclosed subject to execution ” or “(y)” of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementsentence applies.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Propertyassets, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the Company’s reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), ) or (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company an Acquired Corporation or its Affiliates Affiliate is a party, ) (so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such LawLegal Requirements, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated June 29, 2016, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During From the Pre-date of this Agreement until the earlier to occur of the Closing PeriodDate or termination of this Agreement, (a) Weatherford shall, and shall cause the Asset Sellers and the Target Companies to allow Acquiror and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable advance written notice notice, to the Companyofficers, employees and other personnel, attorneys, accountants and other Representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the operations and affairs of the Business; and (b) Weatherford shall provide Acquiror with monthly sales summary statements by the fifteenth (15th) day of each month (beginning the first full month after the execution of this Agreement) relating to the preceding month setting forth the monthly sales by dollars and by country. Notwithstanding the foregoing, neither Weatherford nor any of the Asset Sellers or the Target Companies shall be required to provide any information that (x) it reasonably believes it may not provide to Acquiror by reason of applicable Law, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Acquiror and Weatherford shall consider in good faith on a case-by-case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Weatherford provides Acquiror with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the Steven MxXxxxxx xx Xxxxherford, unless such individual directs otherwise, and in no event shall Acquiror or anyone on Acquiror’s behalf communicate with any past, present or prospective supplier, customer, consultant, employee or agent of the Business, or with any Governmental Authority (other than with respect to approvals under competition laws contemplated hereby), concerning or related to the transactions contemplated hereby, unless Weatherford consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed, except as required by Law and in connection with any required filings with any Governmental Authority. For the avoidance of doubt, the Company term “inspection” herein shall not encompass, and neither Acquiror nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Weatherford in its sole discretion), any invasive, surface or subsurface testing or sampling, for the conduct of a “Phase II” on-site investigation or otherwise. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, ACQUIROR SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD WEATHERFORD AND ITS AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY ACQUIROR, ACQUIROR’S AFFILIATES OR ANY PERSON ACTING ON ACQUIROR’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT WEATHERFORD CONSENTS TO SUCH ACTIVITIES), EXCEPT TO THE EXTENT OF ANY LOSSES IS CAUSED BY WEATHERFORD OR ITS AFFILIATES. Acquiror shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives , in connection with reasonable access during the normal business hours conduct of the Company due diligence investigations described in this Section 4.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Weatherford and provided to the CompanyAcquiror regarding such Person’s Representativesactions while upon, personnel, entering or leaving any Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During From the Pre-date of this Agreement until the earlier to occur of the Closing PeriodDate or termination of this Agreement, Seller shall cause Longhorn to allow Buyer and its Representatives reasonable access, at all reasonable times during normal business hours, upon reasonable advance written notice notice, to the Companyofficers, employees and other personnel, attorneys, accountants, lenders and other representatives, records and files, correspondence, audits and properties, as well as to all information relating to commitments, contracts, titles and financial position and results of operations, or otherwise pertaining to the business, operations, and affairs of the Longhorn Entities, including inspection of such properties. Notwithstanding the foregoing, no Longhorn Entity shall be required to provide any information that (x) it reasonably believes it may not provide to Buyer by reason of Legal Requirements, (y) the disclosure of which would reasonably be expected to jeopardize applicable attorney/client privilege or work product protections; provided that Buyer and Seller shall consider in good faith on a case-by-case basis whether such privilege or protection may be preserved by entering into a common interest agreement, joint defense agreement or similar arrangement, or (z) it is required to keep confidential by reason of contract or agreement with third parties, provided that in lieu of providing any such contract or agreement Longhorn provides Buyer with a reasonably detailed summary of the material terms thereof. All requests for site visits and related discussions or questions regarding procedures shall be coordinated with the chief financial officer or chief legal officer of Seller, unless such individual directs otherwise, and in no event shall Buyer or anyone on Buyer’s behalf communicate with any past, present or prospective supplier, customer, consultant, creditor, bank or employee of Seller or any Longhorn Entity, or with any Governmental Entity, concerning or related to the Transactions contemplated by this Agreement, unless Seller consents in advance to such communication, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, the Company term “inspection” herein shall not encompass, and neither Buyer nor its Representatives shall be entitled to conduct (except as may be consented to in writing by Seller in its sole discretion), any Phase I review (whether conducted pursuant to applicable ASTM standards or otherwise) or any invasive, surface or subsurface testing or sampling, whether contemplated by any on-site investigation conducted in accordance with the current ASTM standards for the conduct of a Phase II on-site investigation or otherwise, including any soil borings, hand borings, geoprobes, test pits or monitoring wxxxx. IN CONNECTION WITH ANY ENVIRONMENTAL DUE DILIGENCE, SUBJECT TO SECTIONS 7.2(d) and 7.2(f)(vii), BUYER SHALL PROTECT, DEFEND, INDEMNIFY AND HOLD SELLER, THE LONGHORN ENTITIES AND EACH OF THE BUYER INDEMNIFIED PARTIES HARMLESS FROM AND AGAINST ANY AND ALL DAMAGES (AS DEFINED IN SECTION 10.2(a)(i) AND BELOW IN THIS SECTION 5.1) ARISING OUT OF OR RELATING TO THE DUE DILIGENCE CONDUCTED BY, BUT ONLY TO THE EXTENT CAUSED BY, BUYER, BUYER’S AFFILIATES OR ANY PERSON ACTING ON BUYER’S OR ITS AFFILIATES’ BEHALF, IN CONNECTION WITH ANY REAL PROPERTY SITE VISITS, REAL PROPERTY SITE INSPECTIONS AND ANY SAMPLING OF ANY ENVIRONMENTAL MEDIA FROM ANY REAL PROPERTY (IF AND TO THE EXTENT SELLER CONSENTS TO SUCH ACTIVITIES). Without limiting the foregoing, for purposes of this Section 5.1, “Damages” includes demands, claims, lawsuits, causes of action, losses, investigations and other proceedings, and other elements of “Damages” related thereto, brought by or asserted by the Longhorn Entities’ customers and the owners of any affected Leased Real Property. Buyer shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives , in connection with reasonable access during the normal business hours conduct of the Company due diligence investigations described in this Section 5.1, comply fully with all rules, regulations, policies and instructions reasonably issued by Seller or the Longhorn Entities and provided to the CompanyBuyer regarding such Person’s Representativesactions while upon, personnel, entering or leaving any Real Property, officers, employees, agents, offices and other properties. Buyer shall not, and assets and to all existing booksshall cause its Representatives not to, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorneyday-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the to-day operations of the Company and its Subsidiaries; provided, further, that information described Business in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementconducting any due diligence activities.

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives (including the sources of Debt Financing) with reasonable access during the Company’s normal business hours of the Company to the Company’s Representatives, personnel, Real Propertyassets, officers, employees, agents, offices and other properties, and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any . Any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and Acquired Corporations, in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Acquired Corporations. Such access shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without the Company’s prior written consent, which may be given or withheld in its Subsidiariessole discretion. Nothing herein in this Agreement shall require any of the Acquired Corporations to disclose any information to Parent if the Company to disclose (A) any information concerning Acquisition Proposalsdetermines, which shall be governed by Section 5.4, (B) any information regarding in the deliberations of the Company Board Company’s reasonable discretion after consultation with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any informationoutside legal counsel, that in the reasonable good faith judgement of the Company would doing so is reasonably likely to: (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated Acquired Corporations have used commercially reasonable efforts to cooperate with Parent to permit such inspection disclosure of or to disclose such information on a basis that does not waive such privilege with respect theretoprivilege), ; or (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company an Acquired Corporation or its Affiliates Affiliate is a party, so long as provided that the Company has shall have used commercially reasonable efforts to make appropriate substitute arrangements obtain the consent of any applicable third-party to permit reasonable disclosure not provide such information). Any information referred to in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), i) above that is so disclosed shall be disclosed subject to execution of a joint defense agreement in customary form. In addition, and disclosure may be limited to external counsel for Parent, to the extent that the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During Between the Pre-date of this Agreement and the Closing PeriodDate, and upon reasonable advance written notice to received from Buyer, Buyer shall coordinate with the CompanyRepresentatives of Seller (Xxx Xxxxxxx for operational matters and Xxxxxx Xxxxxxx for financial matters), and Seller shall (and Shareholders shall cause Seller to) (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, the Company shall"Buyer Group") full and free access, and shall cause its Representativesduring regular business hours, its Subsidiaries and its Subsidiaries’ Representatives to: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, Seller's personnel, Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, recordsproperties (including subsurface testing), Contracts, Tax ReturnsGovernmental Authorizations, work papers books and Records and other documents and information relating data, such rights of access to be exercised in a manner that does not unreasonably interfere with the Company and its Subsidiaries, and operations of Seller; (iib) promptly provide Parent and Parent’s Representatives furnish the Buyer Group with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing booksall such Contracts, recordsGovernmental Authorizations, Tax Returns, work papers books and Records and other existing documents and information relating to data as Buyer may reasonably request; (c) furnish the Company and its Subsidiaries, and Buyer Group with any available or reasonably producible such additional financial, operating and other relevant data and information regarding the Company and its Subsidiaries, as Parent Buyer may reasonably request; provided(d) cooperate with Buyer in its review of the internal and disclosure controls of Seller as Buyer shall deem necessary for Buyer to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder; and (e) otherwise cooperate and assist, howeverto the extent reasonably requested by Buyer, that any such access with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall be conducted have the right to have the Real Property and Tangible Personal Property inspected by the Buyer Group, at Parent’s Buyer's sole cost and expense, at a reasonable time, under for purposes of determining the supervision of appropriate personnel physical condition and legal characteristics of the Company Real Property and in Tangible Personal Property. In the event subsurface or other invasive testing is recommended by any of the Buyer Group, Buyer shall, upon notice to Seller, be permitted to have the same performed prior to the Closing Date, provided such a manner as testing does not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesBusiness at that location. Nothing herein shall require the Company Buyer agrees to disclose (A) indemnify Seller from any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided physical damage to the Company Board in connection therewith, Facilities that directly results from the Buyer Group's inspection and subsurface or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreementinvasive testing.

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company Acquired Corporations shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives to: (i) of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, designated Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company Acquired Corporations and its Subsidiaries, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesAcquired Corporations. Nothing herein shall require any of the Company Acquired Corporations to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect in its reasonable discretion and after notice to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would Parent (i) jeopardize any attorney-client or other legal privilege (so long as the Company has Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement Legal Requirement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has Acquired Corporations have reasonably cooperated with Parent and used commercially reasonable best efforts to make appropriate substitute arrangements permit disclosure to permit reasonable disclosure not in violation of such Law, agreement or duty), the extent permitted by Legal Requirements) or (iii) unreasonably disrupt contravene any Contract to which an Acquired Corporation is a party (so long as the operations of the Company Acquired Corporations have reasonably cooperated with Parent and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject used reasonable best efforts to execution of a joint defense agreement in customary form, and permit disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Lawspermitted by such Contract). With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives5.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidential Disclosure Agreement dated March 21, 2019, as amended April 22, 2019, between the Company and Parent (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ and their respective Representatives to: (i) , provide Parent and Parent’s Representatives with reasonable access during the normal business hours (including electronic access) to each of the Company to the Acquired Company’s Representativesproperties, personnel, Real Propertyoffices, officers, employees, agents, offices books and other properties, and assets and to all existing books, records, Contracts, Tax Returnscommitments, work papers and other documents and information relating to the Company and its Subsidiaries, and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including copies of the existing books, such books and records, Tax ReturnsContracts, commitments, work papers and other documents and information relating to the Company (other than any of the foregoing to the extent specifically related to the negotiation and its Subsidiariesexecution of this Agreement or any sale process preceding the execution and delivery of this Agreement, and with or, except as expressly provided in Section 4.1, Section 4.3 or Section 5.1, to any available or reasonably producible additional financialAcquisition Proposal), operating and other data and information regarding the Company and its Subsidiaries, in each case as Parent may reasonably requestrequests solely for the purposes of furthering or preparing for the consummation of the Merger or the other Transactions; provided, however, that any such access shall be conducted at Parent’s sole cost and expense, at a reasonable timetime during the Company’s normal business hours, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company Company, and its Subsidiariesshall be subject to the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. Nothing herein shall require the Company to disclose (A) permit any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations inspection or physical testing of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, real property that in the reasonable good faith judgement judgment of the Company would be detrimental to the Acquired Companies’ business or operations if the Transactions are not consummated nor shall anything herein require the Company to disclose any information to Parent if such disclosure would, upon the advice of outside legal counsel, (ia) jeopardize any attorney-client or other legal privilege (so long as provided, that the Company has reasonably cooperated with Parent shall use its reasonable best efforts to permit allow the disclosure of such inspection document or information (or as much of or to disclose such information on it as possible) in a basis manner that does not waive such privilege with respect theretoresult in a loss of attorney-client or other legal privilege), (iib) contravene any applicable LawLegal Requirement (provided, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which that the Company or shall use its Affiliates is a party, so long as the Company has used commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable allow the disclosure not in violation of such Law, agreement document or duty), information (or (iiias much of it as possible) unreasonably disrupt the operations of the Company and its Subsidiariesin a manner that does not contravene applicable Legal Requirement; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines determines, on the advice of outside legal counsel, that doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws), (c) result in the disclosure of any valuations of the Company prepared in connection with the Transactions or any other strategic alternative, or (d) be for the purpose of disclosing such document or information in any Legal Proceeding between the Parties. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives4.1, Parent shall comply with, as though it was the “Receiving Party” thereto, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under that certain Confidentiality Agreement entered into between the Company and Brightstar Capital Partners in respect of the Transactions, which Confidentiality Agreement is set forth on Section 4.1 of the Company Disclosure Letter (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.3 4.1 shall be directed to the executive officer or other Person designated by the Company. No investigation Despite anything in this Section 4.1 to the contrary, nothing in this Section 4.1 shall affect be construed to require any Acquired Company or any of its respective Representatives to prepare any financial statements, projections, reports, analyses, appraisals or opinions that are not readily available. Notwithstanding the Company’s representations foregoing or anything to the contrary in the Confidentiality Agreement, Parent will be permitted to disclose all non-public and warranties confidential information provided by or on behalf of the Company to Parent or any of its Affiliates or Representatives to any financing sources or prospective financing sources (including lenders and limited partners) and other financial institutions and investors that may become parties to the Financing (and, in each case, to their respective Representatives) so long as such Persons (i) agree to be bound by the Confidentiality Agreement as if parties thereto; or (ii) are subject to other confidentiality undertakings reasonably satisfactory to the Company and of which the Company is a beneficiary. Notwithstanding anything to the contrary contained herein, the Company shall (a) use reasonable best efforts to conduct its response to any audits, investigations or limit or otherwise affect the remedies available Legal Proceedings with respect to international trade, duties and customs matters actively and diligently, (b) keep Parent reasonably informed of all substantive developments and events relating to such matters (including by promptly forwarding copies to Parent of any correspondence or Purchaser other materials sent to or received from any Governmental Body with respect thereto), (c) provide Parent (or Parent’s designated counsel or advisors) with an opportunity to review and comment on any substantive written filings or materials (including any correspondence) prepared by or on behalf of the Company in connection with such matters, reasonably in advance of the submission of such filings or material, and (d) reasonably consult with Parent in connection with the prosecution and defense of such matters; provided, however, that the Company shall not be required to disclose any information to Parent pursuant to this Agreementsentence if such disclosure would, upon the advice of outside legal counsel, jeopardize any attorney-client or other legal privilege (provided, that the Company shall use its reasonable best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client or other legal privilege).

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company, the Company shalland Parent shall each, and shall cause its Representatives, its each of their respective Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during the normal business hours of the Company to the Company’s Representatives, its personnel, Real Property, officers, employees, agents, offices tax and other properties, accounting advisers and assets and and, subject to applicable Legal Requirements, to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company and its Subsidiariesin such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (iib) promptly provide Parent and Parent’s the Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be, subject to applicable Legal Requirements. During the Pre-Closing Period, the Company shall permit Parent’s senior officers to meet, upon reasonable notice and its Subsidiariesduring normal business hours, and with any available or reasonably producible additional financial, operating the chief financial officer and other data and information regarding officers of the Company responsible for the Company’s financial statements and its Subsidiaries, the internal controls of the Company to discuss such matters as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the supervision of appropriate personnel of Xxxxxxxx-Xxxxx Act and the Company rules and in such a manner as not to unreasonably interfere with regulations relating thereto. During the normal operation of the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorneyPre-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its RepresentativesClosing Period, Parent shall comply withshall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent responsible for the Parent’s Representatives financial statements and the internal controls of the Parent Entities to comply with, all discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Company to satisfy its post-Closing obligations under the Confidentiality AgreementXxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. All requests for information made pursuant Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to this Section 5.3 applicable Legal Requirements, the Company and Parent shall be directed to each promptly provide the executive officer other with copies of any notice, report or other Person designated by document filed with or sent to any Governmental Body on behalf of the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementMerger Sub in connection with the Merger or any of the other Contemplated Transactions.

Access and Investigation. During the Pre-Closing Period, upon reasonable advance written notice Subject to the CompanyConfidentiality Agreement, during the period commencing on the Agreement Date and ending on the earlier of (a) the Effective Time and (b) the termination of this Agreement pursuant to Section 8.1 (such period being referred to herein as the “Interim Period”), the Company shall, and shall cause its Representatives, its the Company Subsidiaries and its Subsidiaries’ and their respective Representatives to, upon reasonable advance notice to the Company from Parent: (i) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representativesand the Company Subsidiaries’ books, personnelrecords, Real PropertyTax Returns, material operating and financial reports, work papers, assets, officers, employees, agentspersonnel, offices and other propertiesfacilities, and assets and to all existing books, records, Contracts, Tax Returns, work papers Contracts and other documents and information relating to the Company and its Subsidiaries, the Company Subsidiaries and (ii) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, work papers papers, Contracts and other documents and information relating to the Company and its the Company Subsidiaries, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its the Company Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company or create material risk of damage or destruction to any material assets or property of the Company. Any such access shall be subject to the Company’s reasonable security measures and its Subsidiariesinsurance requirements and shall not include invasive testing. Information obtained by Merger Sub or Parent pursuant to this Section 6.1 will constitute “Evaluation Material” under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Nothing herein shall in this Section 6.1 will require the Company to disclose (A) permit any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Personinspection, or any materials provided to the Company Board in connection therewith, or (C) disclose any information, that in the reasonable good faith judgement judgment of the Company would would: (iA) jeopardize violate any of its or its Affiliates’ respective obligations with respect to confidentiality; (B) result in a violation of applicable Law; or (C) result in the loss of a legal protection afforded by the attorney-client privilege or other legal privilege (the attorney work product doctrine or similar privilege, in each case, so long as the Company has reasonably cooperated with Parent to either permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of disclose such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and and/or limit disclosure may be limited to external counsel for of Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company, the Company shalland Parent shall each, and shall cause its Representatives, its each of their respective Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide Parent and Parent’s the Representatives of the other party with reasonable access during the normal business hours of the Company to the Company’s Representatives, its personnel, Real Property, officers, employees, agents, offices tax and other properties, accounting advisers and assets and and, subject to applicable Legal Requirements, to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Company and its Subsidiariesin such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (iib) promptly provide Parent and Parent’s the Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Company, as the case may be, subject to applicable Legal Requirements. During the Pre-Closing Period, the Company shall permit Parent’s senior officers to meet, upon reasonable notice and its Subsidiariesduring normal business hours, and with any available or reasonably producible additional financial, operating the chief financial officer and other data and information regarding officers of the Company responsible for the Company’s financial statements and its Subsidiaries, the internal controls of the Company to discuss such matters as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the supervision of appropriate personnel of Sxxxxxxx-Xxxxx Act, the Company Exchange Act and in such a manner as not to unreasonably interfere with the normal operation of rules and regulations relating thereto. During the business of the Company and its Subsidiaries. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company would (i) jeopardize any attorneyPre-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of such Law, agreement or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its RepresentativesClosing Period, Parent shall comply withshall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent responsible for the Parent’s Representatives financial statements and the internal controls of the Parent Entities to comply with, all discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Company to satisfy its post-Closing obligations under the Confidentiality AgreementSxxxxxxx-Xxxxx Act, the Exchange Act and the rules and regulations relating thereto. All requests for information made pursuant Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to this Section 5.3 applicable Legal Requirements, the Company and Parent shall be directed to each promptly provide the executive officer other with copies of any notice, report or other Person designated by document filed with or sent to any Governmental Body on behalf of the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this AgreementMerger Sub in connection with the Merger or any of the other Contemplated Transactions.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the termination of this Agreement in accordance with Section 8 or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ Representatives to: (ia) provide the Representatives of Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Representatives, personnel, Real Property, officers, employees, agents, offices and other properties, its Representatives and assets and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent; and (iib) promptly provide the Representatives of Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its Subsidiaries, including such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent. During the Pre-Closing Period, the Company and its Subsidiariesthe Parent shall, and shall cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with any available or reasonably producible additional financial, operating their respective chief financial officers and other data officers responsible for the Company’s and information regarding Parent’s financial statements and the internal controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period (but subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), the Company and its SubsidiariesParent shall each promptly provide the other with copies of any notice, as report or other document filed with or sent to any Governmental Body on behalf of any of the Tetraphase Companies or Parent may reasonably request; provided, however, that or Merger Sub in connection with the Merger or any such access shall be conducted at Parent’s expense, at of the other Contemplated Transactions a reasonable time, under the supervision of appropriate personnel time in advance of the Company and filing or sending of such document in such order to permit a manner as not to unreasonably interfere with the normal operation of the business of the Company and its Subsidiariesreview thereof. Nothing herein shall require the Company or Parent to disclose (A) any information concerning Acquisition Proposals, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the reasonable good faith judgement of the Company if such disclosure would (i) jeopardize any attorney-client privilege or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Law, fiduciary duty Legal Requirement or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement Agreement; provided that the parties shall cooperate to which the Company disclose such information without jeopardizing such privilege or its Affiliates is a party, so long as the Company has used commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of contravening such Law, agreement Legal Requirements or duty), or (iii) unreasonably disrupt the operations of the Company and its Subsidiaries; provided, further, that binding agreements. All information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed exchanged pursuant to this Section 5.3 4.1 shall be subject to Parent and its Representatives, Parent shall comply with, and shall cause Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement.4.2

Access and Investigation. During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7.1 (the “Pre-Closing Period”), upon reasonable advance written notice to the Company, the Company shall, and shall cause its Representatives, its Subsidiaries and its Subsidiaries’ the respective Representatives of the Acquired Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during the normal business hours of the Company to the Company’s Acquired Corporations’ Representatives, personnelpersonnel and assets, Real Property, officers, employees, agents, offices supervised conversations with customers and other properties, and assets suppliers and to all existing books, records, Contracts, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, Acquired Corporations; and (iib) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Company and its SubsidiariesAcquired Corporations, including copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its SubsidiariesAcquired Corporations, and with any available or reasonably producible such additional financial, operating and other data and information regarding the Company and its SubsidiariesAcquired Corporations, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal operation of the business of the Company and its SubsidiariesCompany. Nothing herein shall require the Company to disclose (A) any information concerning Acquisition Proposalsto Parent if such disclosure would, which shall be governed by Section 5.4, (B) any information regarding the deliberations of the Company Board with respect to this Agreement or the transactions contemplated hereby or any similar transaction or transactions with any other Person, or any materials provided to the Company Board in connection therewith, or (C) any information, that in the its reasonable good faith judgement of the Company would discretion (i) jeopardize any attorney-client or other legal privilege (so long as the Company has reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable LawLegal Requirement, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its Affiliates is a party), so long as provided that the Company has used shall use commercially reasonable efforts to make appropriate substitute arrangements obtain any Consents of third parties that are necessary to permit allow such information to be disclosed to Parent and its Representatives and shall otherwise use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in violation a breach of such Law, agreement or duty), this clause (ii) or (iii) unreasonably disrupt result in the operations disclosure of the Company and its Subsidiariesany trade secrets of third parties; provided, further, that information described in the foregoing clause (C)(i), shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent, Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.3 to Parent and its Representatives4.1, Parent shall comply with, and shall cause instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated August 10, 2014, between the Company and Vista Equity Partners III, LLC (the “Confidentiality Agreement. All requests for information made pursuant to this Section 5.3 shall be directed to the executive officer or other Person designated by the Company. No investigation shall affect the Company’s representations and warranties contained herein, or limit or otherwise affect the remedies available to Parent or Purchaser pursuant to this Agreement”).