Common use of Access and Investigation Clause in Contracts

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 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to Parent and Parent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

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 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, GHX shall (and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: ): (a) provide Parent the Stockholder and Parentthe Stockholder’s Representatives with reasonable access during normal business hours of the Company hours, upon reasonable notice to the Acquired CorporationsGHX, to GHX’s and its Subsidiaries’ Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsGHX or its Subsidiaries; and (b) furnish promptly provide or make available to Parent the Stockholder and Parentthe Stockholder’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent Stockholder may reasonably request; provided, however, that . Without limiting the generality of any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing PeriodPeriod and subject to applicable Antitrust Laws, GHX and the Company shall, and Stockholder shall cause promptly provide the other Acquired Corporations toparty with copies of any notice, (i) furnishreport or other document filed with or sent to any Governmental Body on behalf of GHX or the Stockholder, as promptly as reasonably practicableapplicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent Contemplated Transactions. The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be unreasonably withheldexpected to result in (i) 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, conditioned (ii) the waiver of any applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or (iii) the violation of any such contact applicable Legal Requirement. The parties shall be arranged and supervised seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by Representatives the Stockholder shall limit or otherwise affect any of the Companyrepresentations, warranties, covenants or obligations of GHX contained in this Agreement.

Access and Investigation. (a) During the period from the date of this Agreement until hereof through the earlier Closing of the Effective Time and the termination of this Agreement Merger (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompanies’ Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects Companies and personneltheir financial condition, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel and (c) fully cooperate with Parent in its reasonable investigation of the Company, and in such a manner as to not to interfere unreasonably with the normal operation businesses of the business Acquired Companies. Without limiting the generality of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, furnish promptly to Parent (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly each report, schedule, registration statement and other interim financial statements as document filed by the same become availableCompany during the Pre-Closing Period with the SEC, and (ii) cause one or more of all other information concerning its designated Representatives business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality Parent, and the general status Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of ongoing operations(A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, including (B) the status failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of customer relations, order backlog and future plans an event or circumstance that could be reasonably expected to service customer needsmake the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (iiiD) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations commencement of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of litigation or Proceeding against the Company. With respect to the information disclosed pursuant to , Parent or Acquisition Co. Nothing in this Section 5.1, Parent 5.1 shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between require the Company and to provide Parent (the “Confidentiality Agreement”). Notwithstanding anything herein or Acquisition Co. with any information relating to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Companyan Alternative Transaction Proposal.

Access and Investigation. (a) During the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and or the termination of this Agreement (the “"Pre-Closing Period”"), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ ' Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to provide Parent and Parent’s 's Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, Corporations as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during During the Pre-Closing Period, the Company shall, and shall cause the other Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, 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 Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) furnishthe Company shall promptly provide Parent with copies of: (A) upon the request of Parent, as promptly as reasonably practicable, to Parent a copy unaudited monthly consolidated balance sheets of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality Acquired Corporations and the general status related unaudited monthly consolidated statements of ongoing operations, including the status and, if prepared, statements of customer relations, order backlog and future plans to service customer needs, cash flows; and (iiiB) cooperate subject to applicable Antitrust Laws, any notice, report or other document filed with Parent as it reasonably requests or sent to assist Parent in planning to implement Parent’s plans for conducting the combined operations any Governmental Body on behalf of Parent and its Subsidiaries, together with any of the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company Corporations in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company’s prior written consent (which consent shall not be unreasonably withheld's Representatives with copies of any material notice, conditioned report or delayed), and Parent, other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub and in connection with the Merger LLC acknowledge and agree that or any such contact shall be arranged and supervised by Representatives of the Companyother Contemplated Transactions.

Access and Investigation. (a) During the period from the date of this Agreement until hereof through the earlier Closing of the Effective Time and the termination of this Agreement Merger (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Company and Subsidiaries to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompanies’ Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects Companies and personneltheir financial condition, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel and (c) fully cooperate with Parent in its reasonable investigation of the Company, and in such a manner as to not to interfere unreasonably with the normal operation businesses of the business Acquired Companies. Without limiting the generality of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, furnish promptly to Parent (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly each report, schedule, registration statement and other interim financial statements as document filed by the same become availableCompany during the Pre-Closing Period with the SEC, and (ii) cause one or more of all other information concerning its designated Representatives business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality Parent, and the general status Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of ongoing operations(A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, including (B) the status failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of customer relations, order backlog and future plans an event or circumstance that could be reasonably expected to service customer needsmake the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (iiiD) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations commencement of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of litigation or Proceeding against the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.Acquisition Co.

Access and Investigation. (a) During the period from the date of this Agreement until through the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), upon reasonable advance notice subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the Companyexchange of information, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: Companies to (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Representatives, personnel and assets of the Company to the Acquired Corporations’ Representatives, personnel, properties, assets Companies and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; Companies, and (bii) furnish promptly to provide or make available Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnelCompanies, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under . Without limiting the supervision of appropriate personnel generality of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shallshall promptly provide or make available to Parent with copies of (A) all material operating and financial reports prepared by the Company for the Company’s senior management, including if any (1) copies of the unaudited monthly consolidated balance sheets of the Company and shall cause its consolidated subsidiaries and the other Acquired Corporations torelated unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows, (i2) furnishcopies of any sales forecasts, as promptly as reasonably practicablemarketing plans, to Parent a copy of all monthly development plans, write-off reports, hiring reports and other interim financial statements as capital expenditure reports prepared for the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needsCompany’s senior management, and (iii3) cooperate to the extent not otherwise publicly available in the Company’s filings with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations SEC on the SEC website, copies of Parent the audited annual consolidated financial statements of the Company and its Subsidiariesconsolidated subsidiaries, together with (B) any written materials or communications sent by or on behalf of the Company to its shareholders, (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Corporations, after the Effective Time; provided, however, that in no event shall Companies to any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation party to any Acquired Company Contract or sent to any of the business of the Company. With respect Acquired Companies by any party to the information disclosed pursuant any Acquired Company Contract (other than any communication that relates solely to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, commercial transactions between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein other party to the contrary, Parent, Merger Sub or Merger LLC shall not, any such Acquired Company Contract and shall cause their respective Representatives not to, contact any customer or vendor that is of the Company type sent in the ordinary course of business and consistent with past practices), (D) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)Agreement, and Parent(E) any material notice, Merger Sub and Merger LLC acknowledge and agree that report or other document received by any such contact of the Acquired Companies from any Governmental Body. Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be arranged and supervised by Representatives conducted in a manner that does not unreasonably interfere with the conduct of the Companybusiness of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companies.

Access and Investigation. (a) During the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and the termination of this Agreement in accordance with Section 7 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, Company the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide the Representatives of Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating of the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; provided, that any such access shall be conducted at a reasonable time and in such a manner as not to interfere unreasonably with the Acquired Corporationsoperation of any business conducted by the Company or any of its Subsidiaries; and (b) furnish promptly to provide the Representatives of Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, Company and in such a manner its Subsidiaries as to not to interfere unreasonably with the normal operation of the business of the Companyreasonably requested by Parent. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during During the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall notshall, and shall cause their respective Representatives not to, contact cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective chief financial officers and other officers responsible for the Company’s and 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 customer or vendor 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), (x) the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Target Companies or Parent or Purchaser in connection with the Mergers Merger or any of the other transactions contemplated Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof, and (y) schedule a weekly meeting (either in person or by phone or video link) of the senior management of the Target Companies with Representatives of Parent to discuss any topics material to the operation of the Target Companies that arose in the prior week or are reasonably expected to arise in the coming week. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which a Target Company is a party); provided that the parties shall, to the extent reasonably practicable, disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. Nothing in this Section 4.1 shall require the Company to permit any inspection of, or to disclose: (i) any information concerning Acquisition Proposals, which shall be governed by Section 4.4, (ii) any information regarding the deliberations of the Company Board or the Special Committee with respect to the Contemplated Transactions or any similar transaction or transactions with any other person, the entry into the Agreement, or any materials provided to the Company Board or Special Committee in connection therewith, or (iii) materials prepared by the Company’s, the Company Board’s, or any Special Committee’s prior written consent (financial, accounting, or legal advisors with respect to the Contemplated Transactions or which consent shall not be unreasonably withheld, conditioned is subject to an attorney/client or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact an attorney work product privilege. All information exchanged pursuant to this Section 4.1 shall be arranged and supervised subject to the Confidentiality Agreement. No access or information pursuant to this Section 4.1 shall affect or be deemed to modify any representation or warranty made or deemed made by Representatives of the CompanyCompany herein.

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 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives ensure that each of the other Acquired Corporations toCompanies: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompanies’ Representatives, personnel, properties, facilities and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, Contracts, permits, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnelCompanies, as Parent may reasonably request; provided(iii) instruct the employees, howevercounsel, that any such access shall be conducted at Parent’s expenseaccountants and other Representatives, under the supervision of in each case, as appropriate personnel or relevant, of the CompanyAcquired 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 material Legal Proceeding the commencement of which Parent has not previously been notified by the Company or its Representatives and provide periodic briefings at the request of Parent to update Parent at a reasonable level of detail on the status of any material Legal Proceeding or material claim threatened, commenced or asserted against or with respect to any of the Acquired Companies, or any material developments in such ongoing material Legal Proceedings of 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 a manner as to that does not to unreasonably interfere unreasonably with the normal operation of the business of the Company. All requests 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 information made pursuant purposes reasonably related to this Section 5.1(athe Contemplated Transactions; (C) which shall exclude any invasive testing or evaluation, including any Phase II environmental testing; and (D) which shall be directed to at Parent’s sole cost and expense. Without limiting the executive officer or other Person designated by generality, in each case of the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, provide Parent, Merger Sub upon request, with copies of: (x) any written materials or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer communications sent by or vendor on behalf of the Company to its stockholders; and (y) any notice, report or other document filed with or sent to any Governmental Authority on behalf of any of the Acquired Companies in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyContemplated Transactions.

Access and Investigation. (a) During the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and 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 notice to the Company, the Company shalland Parent shall each, and shall cause its each of their respective Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, its personnel, properties, tax and accounting advisers and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, 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 Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) furnish promptly to Parent and Parent’s provide the Representatives of the other party with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, such Entity and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, its Subsidiaries as reasonably requested by Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of or the Company, and in such a manner as to not to interfere unreasonably with the normal operation of case may be. During the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Pre- Closing Period, the Company shall, and shall cause the other Acquired Corporations Representatives of each of the Company Entities to, (i) furnishpermit Parent’s senior officers to meet, as promptly as reasonably practicableupon reasonable notice and during normal business hours, to Parent a copy of all monthly with the Chief Financial Officer and other interim officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, 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 financial statements and the internal controls of the Parent Entities to discuss such matters as the same become available, (ii) cause one Company may deem necessary or more of its designated Representatives appropriate in order to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations enable post-closing management of Parent and the Surviving Corporation to satisfy its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and nonpost-use Closing obligations under the Confidentiality Agreement dated September 24Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, 2014during the Pre-Closing Period, between subject to applicable Legal Requirements, the Company and Parent (shall each promptly provide the “Confidentiality Agreement”). Notwithstanding anything herein other with copies of any notice, report or other document filed with or sent to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor Governmental Body on behalf of any of the Company Entities or Parent or Merger Sub in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyContemplated Transactions.

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 (the “Pre-Closing Interim Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Company and its Subsidiaries to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompany’s and its Subsidiaries’ respective Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiaries; and (bii) furnish promptly to Parent and Parent’s and its Subsidiaries’ Representatives such copies of the existing books, Contracts, projections, planscontracts, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnelpersonnel of 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 to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24November 12, 20142014 and amended as of December 29, 2015, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC Parent and Purchaser shall not, and shall cause their respective Representatives not to, contact any customer employee, consultant, customer, licensee, partner, supplier or vendor of the Company in connection with the Mergers Offer, the Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed)consent, and Parent, Merger Sub Parent and Merger LLC Purchaser acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

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 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company Acquired Corporations shall, and shall cause its Subsidiaries and the respective Representatives of the such Acquired Corporations Corporation to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Company’s Representatives, personnel, Leased Real Property, officers, employees, agents, offices and other properties, and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to provide Parent and Parent’s Representatives such with all reasonably requested information regarding the business of the Acquired Corporations, including copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, 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, Company and in such a manner as to not to unreasonably interfere unreasonably with the normal operation of the business of the Companyapplicable Acquired Corporation. All requests for information made pursuant to this Section 5.1(a) Nothing herein shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, require the Company shallto disclose any information, and shall cause that in the other Acquired Corporations to, reasonable good faith judgement of the Company would (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and jeopardize any attorney-client or other interim financial statements legal privilege (so long as the same become available, (ii) cause one Company has reasonably cooperated with Parent to permit such inspection of or more of its designated Representatives to confer disclose such information on a reasonable basis that does not waive such privilege with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (irespect thereto), (ii) and contravene any applicable Legal Requirement, 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 Legal Requirement, agreement or duty); or (iii) interfere unreasonably with disrupt the normal operation operations of the business Acquired Corporations; provided, further, that information described in the foregoing clause (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 Companyextent 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 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.disclosed

Access and Investigation. (a) During the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and 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 notice to the Company, the Company shalland Parent shall each, and shall cause its each of their respective Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, its personnel, properties, tax and accounting advisers and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, 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 Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) furnish promptly to Parent and Parent’s provide the Representatives of the other party with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, such Entity and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, its Subsidiaries as reasonably requested by Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of or the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Companycase may be. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during During the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations Representatives of each of the Company Entities to, (i) furnishpermit Parent’s senior officers to meet, as promptly as reasonably practicableupon reasonable notice and during normal business hours, to Parent a copy of all monthly with the Chief Financial Officer and other interim officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, 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 financial statements and the internal controls of the Parent Entities to discuss such matters as the same become available, (ii) cause one Company may deem necessary or more of its designated Representatives appropriate in order to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations enable post-closing management of Parent and the Surviving Corporation to satisfy its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and nonpost-use Closing obligations under the Confidentiality Agreement dated September 24Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, 2014during the Pre-Closing Period, between subject to applicable Legal Requirements, the Company and Parent (shall each promptly provide the “Confidentiality Agreement”). Notwithstanding anything herein other with copies of any notice, report or other document filed with or sent to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor Governmental Body on behalf of any of the Company Entities or Parent or Merger Sub in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyContemplated Transactions.

Access and Investigation. During the period commencing on the Agreement Date and ending on the earlier of (a) During the period from the date of this Agreement until the earlier of the Effective Time and (b) the termination of this Agreement pursuant to Section 7.1 (such period being referred to herein as the “Pre-Closing Interim Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its the Company Subsidiaries and to, upon reasonable advance notice to the respective Representatives of the Acquired Corporations toCompany from Parent: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours of to the Company’s and the Company to the Acquired CorporationsSubsidiaries’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, material operating and financial reports, work papers papers, assets, officers, offices and other facilities, Contracts and other documents and information relating to the Acquired Corporations; Company and the Company Subsidiaries and (bii) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers papers, Contracts and other documents and information relating to the Acquired CorporationsCompany and the Company Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects Company and personnelthe Company Subsidiaries, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably in any material respect with the normal operation of the business of the Company and the Company Subsidiaries or create risk of damage or destruction to any material assets or property. Any such access shall be subject to the Company’s and the Company Subsidiaries’ security measures and insurance requirements, to the extent such measures and requirements shall be disclosed to Parent or its applicable Representatives in advance of being granted such access. All requests for information made Information obtained by Merger Subsidiary or Parent pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations 5.1 will constitute “Proprietary Information” under the Confidentiality Agreement dated September 24, 2014, between and will be subject to the provisions of the Confidentiality Agreement. Nothing in this Section 5.1 will require the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of Company Subsidiary to permit any inspection, or to disclose any information, that in the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives reasonable judgment of the Company: (A) would result in a violation of applicable Law; or (B) would result in the loss of a legal protection afforded by the attorney-client privilege or the attorney work product doctrine or similar privilege.

Access and Investigation. (a) During the period from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 10 or the Closing (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company and its Subsidiaries shall, and shall cause its Subsidiaries and the their respective Representatives of the Acquired Corporations to: (a) provide Parent Parent, Purchaser and Parent’s their respective Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompany’s and its Subsidiaries’ Representatives, personnel, properties, assets and other facilities and properties and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany or any of its Subsidiaries; and (b) furnish promptly to Parent provide Parent, Purchaser and Parent’s their respective Representatives such with copies of the such existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany or any of its Subsidiaries, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnelCompany or any of its Subsidiaries, as Parent and Purchaser may reasonably request; provided, however, that the foregoing shall not require the Company to provide any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for or disclose any information made pursuant to this Section 5.1(a) shall be directed to the executive officer extent the provision of such access or other Person designated by such disclosure would contravene any applicable Legal Requirements or result in the Company. In additionwaiver of any attorney-client privilege; provided, during the Pre-Closing Periodfurther, the Company Selling Shareholders shall, and shall cause the other Acquired Corporations to, their Affiliates (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent Company and its Subsidiaries, together ) to use their reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements) with the Acquired Corporations, after the Effective Timerespect to any such information upon Parent’s and Purchaser’s reasonable request; provided, howeverfurther, that in no event the foregoing shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect be subject to the information disclosed pursuant to this Section 5.1Nondisclosure Agreement between Parent and e-TeleQuote, Parent shall comply withdated as of May 26, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent 2020 (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrarycontrary herein or in the Confidentiality Agreement, Parentduring the Pre-Closing Period, Merger Sub or Merger LLC Parent and Purchaser may, following reasonable advance notice to the Company, make inquiries of Persons having business relationships with the Company (including Key Business Partners) and the Selling Shareholders and the Company shall not, use their reasonable best efforts to help facilitate (and shall cause their respective Representatives not to, contact any customer or vendor of the Company cooperate fully with Parent and Purchaser in connection with) such inquiries, in each case in compliance with the Mergers all applicable Legal Requirements (including any applicable antitrust or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned competition laws or delayedregulations), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

Access and Investigation. (a) During the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), subject to applicable Legal Requirements, upon reasonable advance notice to the Company, the Company shallXxxxxxx and NetScout shall each, and shall cause its each of their respective Subsidiaries and to: (i) provide the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives other party with reasonable access during normal business hours of (insofar as such access is reasonably required by the Company requesting party) to the Acquired Corporations’ Representatives, personnel, properties, its Representatives and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries (but in the Acquired Corporationscase of Xxxxxxx and its Subsidiaries, solely as it relates to the Communications Business or the Communications Companies), in each case as reasonably requested by NetScout or Xxxxxxx, as the case may be; and (bii) furnish promptly to Parent and Parent’s provide the Representatives of the other party with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries (but in the Acquired Corporationscase of Xxxxxxx and its Subsidiaries, solely as it relates to the Communications Business or the Communications Companies) as reasonably requested by NetScout or Xxxxxxx, as the case may be. During the Pre-Closing Period, Xxxxxxx and NetScout shall, and shall use reasonable best efforts to cause their respective Representatives to, cause their senior officers to meet, upon reasonable notice and during normal business hours, with their respective officers responsible for Xxxxxxx’x and NetScout’s financial statements and the internal controls, respectively, to discuss such additional financial, operating matters as Xxxxxxx or NetScout may deem necessary or appropriate in order to enable NetScout to comply following the Closing with the Xxxxxxxx-Xxxxx Act and other data the rules and information regarding regulations relating thereto. Subject to Section 5.3 and without limiting the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that generality of any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, Xxxxxxx and NetScout shall cause provide the other Acquired Corporations towith copies of any notice, (i) furnish, as promptly as reasonably practicable, report or other document filed with or sent to Parent a copy any Governmental Body on behalf of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of Communications Companies or the Company. With respect to the information disclosed pursuant to this Section 5.1NetScout Companies, Parent shall comply withrespectively, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by Contemplated Transactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof. Nothing herein shall require Xxxxxxx or NetScout to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement Agreement; provided that the parties shall cooperate to disclose such information to the extent possible without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned jeopardizing such privilege or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any contravening such contact Legal Requirements or binding agreements. All information exchanged pursuant to this Section 4.1 shall be arranged and supervised by Representatives of subject to the CompanyConfidentiality Agreement.

Access and Investigation. (a) During the period from the date of this Agreement until through the earlier acceptance of shares of Company Common Stock for purchase pursuant to the Effective Time and the termination of this Agreement Offer (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Companies to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompanies’ Representatives, personnel, properties, assets personnel and Assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects Companies and personneltheir financial condition, as Parent may reasonably request; (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies; and (d) permit Parent and its Representatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any such access customer contact shall be conducted at Parent’s expense, under the supervision of appropriate personnel coordinated through senior management of the CompanyCompany (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 to customer contact (such approval not to interfere be unreasonably with withheld). Without limiting the normal operation generality of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, furnish promptly to Parent (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly each report, schedule, registration statement and other interim financial statements as document filed by the same become availableCompany during the Pre-Closing Period with the SEC, and (ii) cause one or more of all other information concerning its designated Representatives business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality Parent, and the general status Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of ongoing operations(a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, including (b) the status failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the occurrence of customer relations, order backlog and future plans an event or circumstance that could be reasonably expected to service customer needsmake the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect, and (iiid) cooperate with Parent as it reasonably requests to assist Parent the commencement of any litigation or Proceeding against or affecting this Agreement, the Offer or the Merger. Notwithstanding anything in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect this Section 5.1 to the information disclosed contrary, no notice, report or document given pursuant to this Section 5.15.1 shall have any effect on the representations, Parent shall comply withwarranties, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub covenants or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company agreements contained in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that for purposes of determining satisfaction of any such contact shall be arranged and supervised by Representatives of the Companycondition contained herein.

Access and Investigation. (a) During the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and 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 notice to the Company, the Company shalland Parent shall each, and shall cause its each of their respective Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, its personnel, properties, tax and accounting advisers and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, 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 Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) furnish promptly to Parent and Parent’s provide the Representatives of the other party with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, such Entity and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, its Subsidiaries as reasonably requested by Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of or the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Companycase may be. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during During the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations Representatives of each of the Company Entities to, (i) furnishpermit Parent’s senior officers to meet, as promptly as reasonably practicableupon reasonable notice and during normal business hours, to Parent a copy of all monthly with the chief financial officer and other interim officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, 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 financial statements and the internal controls of the Parent Entities to discuss such matters as the same become available, (ii) cause one Company may deem necessary or more of its designated Representatives appropriate in order to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations enable post-closing management of Parent and the Surviving Corporation to satisfy its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and nonpost-use Closing obligations under the Confidentiality Agreement dated September 24Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, 2014during the Pre-Closing Period, between subject to applicable Legal Requirements, the Company and Parent (shall each promptly provide the “Confidentiality Agreement”). Notwithstanding anything herein other with copies of any notice, report or other document filed with or sent to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor Governmental Body on behalf of any of the Company Entities or Parent or Merger Sub in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyContemplated Transactions.

Access and Investigation. (a) During Subject to the confidentiality provisions of the Nondisclosure Agreement, during the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and the valid termination of this Agreement (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and the Company shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, Corporations as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under . Subject to the supervision of appropriate personnel confidentiality provisions of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionNondisclosure Agreement, during the Pre-Closing Period, the Company shall, and the Company shall cause the other Representatives of each of the Acquired Corporations to, permit Parent’s senior officers to meet, 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 Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, the Company shall, subject to the confidentiality provisions of the Nondisclosure Agreement, promptly provide Parent with copies of: (i) furnishall material operating and financial reports prepared by the Acquired Corporations for the Company’s senior management, as promptly as reasonably practicableincluding copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, to Parent a copy statements of all monthly stockholders’ equity and other interim financial statements as the same become available, of cash flows; (ii) cause one any written materials or more communications sent by or on behalf of the Company to its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and stockholders; (iii) cooperate any material notice, document or other communication (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business and consistent with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations past practices) sent by or on behalf of Parent and its Subsidiaries, together with any of the Acquired Corporations, after the Effective Time; provided, however, that in no event shall Corporations to any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation party to any Company Contract or sent to any of the business Acquired Corporations by any party to any Company Contract; (iv) any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company Acquired Corporations in connection with the Mergers Merger or any of the other transactions contemplated Contemplated Transactions; and (v) any material notice, report or other document received by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyAcquired Corporations from any Governmental Body.

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 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Company to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal to the Company’s Representatives and the Company’s properties, offices, books and records, Contracts, commitments and personnel (other than any of the foregoing to the extent specifically related to the negotiation and execution of this Agreement or any sale process preceding the execution and delivery of this Agreement, or, except as provided in Section 5.3 or Section 5.4, to any Acquisition Proposal), including all reasonably requested information regarding the business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to Parent and Parent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ businessCompany (provided, propertiesthat in the case of correspondence with the FDA received by the Company during this period, prospects and personnelthe Company shall promptly make available copies of such correspondence in an electronic data room maintained by the Company, as regardless of whether or not Parent may reasonably requesthas made any request regarding the same); provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time during the Company’s normal business hours, under the supervision of appropriate personnel of the Company, Company and in such a manner as to not to unreasonably interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) , and shall be directed subject to the executive officer or other Person designated by the Company’s reasonable security measures and insurance requirements and shall not include invasive testing. In addition, during the Pre-Closing Period, the Company shallshall promptly inform Parent of, and, wherever practicable give the Parent reasonable advance notice of, and the opportunity to participate in (as status of observer), any formal prescheduled teleconference or in person meeting with the FDA or any other equivalent Governmental Body; provided, that Parent’s participation shall cause be limited to no more than two Representatives of Parent, be conducted at Parent’s expense, under the other Acquired Corporations tosupervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the Company’s objectives, conduct or participation in the teleconference or meeting. Nothing herein shall require the Company to permit any inspection or to disclose any information, that in the reasonable discretion of the Company (after consultation with its outside legal counsel) would (i) furnishjeopardize any attorney-client, work-product doctrine or other applicable legal privilege (provided, that the Company shall reasonably cooperate with Parent to allow the disclosure of such document or information (or as promptly much of it as reasonably practicablepossible) in a manner that would not result in a loss of such privilege), to Parent a copy of all monthly and other interim financial statements as the same become available, or (ii) cause one contravene any applicable Legal Requirement or more Contract entered into prior to the date of this Agreement (including any confidentiality agreement to which the Company or its designated Representatives to confer on Affiliates is a reasonable basis party) so long as the Company has reasonably cooperated with designated Representatives of Parent to report operational matters of materiality and permit disclosure to the general status of ongoing operations, including extent permitted by Legal Requirements or the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Timeapplicable Contract; provided, howeverfurther, that information may be disclosed subject to execution of a joint defense agreement in no event shall any action described in clauses customary form, and disclosure may be limited to outside counsel for Parent, to the extent the Company determines (i), (iiafter consultation with its outside legal counsel) and (iii) interfere unreasonably that doing so may be reasonably required for the purpose of complying with the normal operation of the business of the Companyapplicable Antitrust Laws. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Parent’s Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement Agreement, dated September 24February 2, 20142024, between the Company and Parent (as amended or supplemented from time to time, the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

Access and Investigation. (a) During the period from the date of this Agreement until through the earlier acceptance of shares of Company Common Stock for purchase pursuant to the Effective Time and the termination of this Agreement Offer (the “"Pre-Closing Period”"), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Companies to: (a) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Companies' Representatives, personnel, properties, assets personnel and Assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) furnish promptly to provide Parent and Parent’s 's Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects Companies and personneltheir financial condition, as Parent may reasonably request; (c) fully cooperate with Parent in its reasonable investigation of the businesses of the Acquired Companies; and (d) permit Parent and its Representatives to contact major customers of the businesses of the Acquired Companies; provided, however, that any such access customer contact shall be conducted at Parent’s expense, under the supervision of appropriate personnel coordinated through senior management of the CompanyCompany (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 to customer contact (such approval not to interfere be unreasonably with withheld). Without limiting the normal operation generality of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, furnish promptly to Parent (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly each report, schedule, registration statement and other interim financial statements as document filed by the same become availableCompany during the Pre-Closing Period with the SEC, and (ii) cause one or more of all other information concerning its designated Representatives business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality Parent, and the general status Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of ongoing operations(a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, including (b) the status failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the occurrence of customer relations, order backlog and future plans an event or circumstance that could be reasonably expected to service customer needsmake the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect, and (iiid) cooperate with Parent as it reasonably requests to assist Parent the commencement of any litigation or Proceeding against or affecting this Agreement, the Offer or the Merger. Notwithstanding anything in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect this Section 5.1 to the information disclosed contrary, no notice, report or document given pursuant to this Section 5.15.1 shall have any effect on the representations, Parent shall comply withwarranties, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub covenants or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company agreements contained in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that for purposes of determining satisfaction of any such contact shall be arranged and supervised by Representatives of the Companycondition contained herein.

Access and Investigation. (a) During the period from the date of this Agreement until through the earlier acceptance of shares of Company Common Stock for purchase pursuant to the Effective Time and the termination of this Agreement Offer (the “"Pre-Closing Period”"), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Companies to: (a) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Companies' Representatives, personnel, properties, assets personnel and Assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) furnish promptly to provide Parent and Parent’s 's Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects Companies and personneltheir 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 such access customer contact shall be conducted at Parent’s expense, under the supervision of appropriate personnel coordinated through senior management of the CompanyCompany (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 to not to interfere unreasonably customer contact; and (e) advise Parent of any changes in the shares of Company Common Stock being held in escrow in connection with the normal operation acquisition of Altra Software Services, Inc. Without limiting the generality of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, furnish promptly to Parent (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly each report, schedule, registration statement and other interim financial statements as document filed by the same become availableCompany during the Pre-Closing Period with the SEC, and (ii) cause one or more of all other information concerning its designated Representatives business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality Parent, and the general status Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iiia) cooperate with Parent as any representation or warranty made by it reasonably requests to assist Parent contained in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that this Agreement becoming untrue or inaccurate in no event shall any action described in clauses (i)material respect, (iib) and the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (iiic) interfere unreasonably with the normal operation occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the business conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect, or (d) the commencement of any litigation or Proceeding against or affecting this Agreement, the CompanyOffer or the Merger. With respect Notwithstanding anything in this Section 5.1 to the information disclosed contrary, no notice, report or document given pursuant to this Section 5.15.1 shall have any effect on the representations, Parent shall comply withwarranties, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub covenants or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company agreements contained in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that for purposes of determining satisfaction of any such contact shall be arranged and supervised by Representatives of the Companycondition contained herein.

Access and Investigation. (a) During the period from the date of this Agreement until the earlier of through the Effective Time and the termination of this Agreement (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company Acquired Companies shall, and shall cause its Subsidiaries and the respective their Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompanies’ Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) furnish promptly to provide Parent and Parent’s Representatives such with copies of the such existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnelCompanies, as Parent may reasonably request; provided, however, that any such no information discovered through the access afforded by this 4.1 shall be conducted at Parent’s expensedeemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, under breach of warranty or breach of covenant. Without limiting the supervision generality of appropriate personnel any of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, promptly provide Parent with copies of: (i) furnishunaudited monthly management accounts of the Acquired Companies and the related unaudited monthly management accounts relating to the operations and statements of cash flows, as promptly as reasonably practicable, to Parent a copy of together with all monthly other material operating and other interim financial statements as reports prepared by the same become available, Company for the Company’s senior management; (ii) cause one any notice, report or more other document filed with or sent to any Governmental Body on behalf of its designated Representatives to confer on a reasonable basis with designated Representatives any of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company Companies in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent Agreement; (which consent shall not be unreasonably withheldiii) any material notice, conditioned report or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that other document received by any such contact shall be arranged and supervised by Representatives of the CompanyAcquired Companies from any Governmental Body; and (iv) any non-privileged notice, document or other communication sent by or on behalf of, or sent to, the Acquired Companies relating to any pending or threatened Legal Proceeding involving or affecting the Acquired Companies.

Access and Investigation. (a) During Subject to the terms of the Confidentiality Agreements, during the period from commencing upon the date execution and delivery of this Agreement until by all of the parties hereto and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement (the “Pre-Closing Period”)pursuant to and in accordance with Section 10.1, upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to Parent and Parent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Periodhours, the Company shall, and shall cause the other Acquired Corporations officers, employees, auditors and agents of the Company and each Company Subsidiary to, (i) furnishafford the officers, as promptly as reasonably practicableemployees and authorized agents and representatives of Parent reasonable access to the offices, to Parent a copy properties, books and records and appropriate officers, employees and representatives of all monthly the Company and other interim financial statements as the same become availableCompany Subsidiaries, and (ii) cause one or more of its designated Representatives furnish to confer on a reasonable basis with designated Representatives the officers, employees and authorized agents and representatives of Parent to report operational matters such additional financial, Tax and operating data and other information regarding the assets, properties, goodwill and business of materiality the Company and the general status of ongoing operations, including the status of customer relations, order backlog and future plans Company Subsidiaries as Parent may from time to service customer needs, and (iii) cooperate with Parent as it time reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Timerequest; provided, however, that in no event Parent shall not unreasonably interfere with any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business businesses or operations of the CompanyCompany or any Company Subsidiary. With respect Subject to the information disclosed terms of the Confidentiality Agreements, during the period commencing upon the execution and delivery of this Agreement by all of the parties hereto and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to this and in accordance with Section 5.110.1, upon reasonable notice and during normal business hours, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall notshall, and shall cause their respective Representatives not the officers, employees, auditors and agents of Parent and each Parent Subsidiary to, contact any customer or vendor (i) afford the officers, employees and authorized agents and representatives of the Company in connection reasonable access to the offices, properties, books and records and appropriate officers, employees and representatives of Parent and the Parent Subsidiaries, and (ii) furnish to the officers, employees and authorized agents and representatives of the Company such additional financial, Tax and operating data and other information regarding the assets, properties, goodwill and business of Parent and the Parent Subsidiaries as the Company may from time to time reasonably request; provided, however, that the Company shall not unreasonably interfere with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned businesses or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that operations of Parent or any such contact shall be arranged and supervised by Representatives of the CompanyParent Subsidiary.

Access and Investigation. (a) During the period from the date of this Agreement until hereof through the earlier Closing of the Effective Time and the termination of this Agreement Merger (the “"Pre-Closing Period”"), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Company and Subsidiaries to: (a) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Companies' Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) furnish promptly to provide Parent and Parent’s 's Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects Companies and personneltheir financial condition, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel and (c) fully cooperate with Parent in its reasonable investigation of the Company, and in such a manner as to not to interfere unreasonably with the normal operation businesses of the business Acquired Companies. Without limiting the generality of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In additionforegoing, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, furnish promptly to Parent (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly each report, schedule, registration statement and other interim financial statements as document filed by the same become availableCompany during the Pre-Closing Period with the SEC, and (ii) cause one or more of all other information concerning its designated Representatives business, properties and personnel as Parent may reasonably request. In addition, the Company shall during the Pre-Closing Period give prompt written notice to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality Parent, and the general status Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of ongoing operations(A) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, including (B) the status failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (C) the occurrence of customer relations, order backlog and future plans an event or circumstance that could be reasonably expected to service customer needsmake the timely satisfaction of any of the conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Company Material Adverse Effect, and (iiiD) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations commencement of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of litigation or Proceeding against the Company. With respect to the information disclosed pursuant to , Parent or Acquisition Co. Nothing in this Section 5.1, Parent 5.1 shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between require the Company and to provide Parent (the “Confidentiality Agreement”). Notwithstanding anything herein or Acquisition Co. with any information relating to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Companyan Alternative Transaction Proposal.

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 (the “Pre-Closing Period”), upon reasonable advance notice subject to the Companyapplicable confidentiality protections and consistent with Requirements of Law, the Company shall, Seller shall (and shall cause the Company and its Subsidiaries and the respective Representatives of the Acquired Corporations Subsidiary to: ): (a) provide Parent the Purchaser and Parent’s Representatives the Purchaser's representatives with reasonable access during normal business hours hours, upon reasonable notice to the General Counsel of the Company Seller (which, unless contrary notice is provided to the Acquired Corporations’ RepresentativesPurchaser, personnelshall be deemed to be the General Counsel of Parent), properties, to the Company's and its Subsidiary's assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiary, whether held by the Company, its Subsidiary, the Seller or the Parent; and (b) furnish promptly provide or make available to Parent the Purchaser and Parent’s Representatives the Purchaser's representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompany and its Subsidiary, and with such additional financialwhether held by the Company, operating and other data and information regarding its Subsidiary, the Acquired Corporations’ business, properties, prospects and personnelSeller or the Parent, as Parent the Purchaser may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, subject to applicable confidentiality protections and consistent with Requirements of Law, the Company shall, Seller shall (and shall cause the other Acquired Corporations Company and its Subsidiary to, (i) furnish, as promptly as reasonably practicable, to Parent assist Purchaser in gaining a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more greater understanding of its designated Representatives operations to confer on facilitate a reasonable basis transition to integrated management with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operationsPurchaser's operations post Closing, including the status of customer relations, order backlog and future plans to service customer needs, and by providing (iiiw) cooperate ongoing updates with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1Company's commodity positions from and after January 1, Parent shall comply with, 2008 as a result of putting in place incremental retail and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent wholesale Contracts; (the “Confidentiality Agreement”). Notwithstanding anything herein x) reasonable access to the contraryCompany's supply personnel, Parentoperational data and pricing models; (y) risk reports, Merger Sub or Merger LLC shall notprepared on a daily and monthly basis, showing the Company's net open position and shall cause their respective Representatives not to, contact daily profit and loss change; and (z) monthly financial statements prepared on a basis consistent with the Company's historical practices. Without limiting the generality of any customer or vendor of the Company foregoing, during the Pre-Closing Period and subject to applicable confidentiality protections and consistent with Requirements of Law, the Seller and the Purchaser 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 the Seller or the Purchaser, as applicable, in connection with the Mergers transactions contemplated herein. The foregoing shall not require the Seller to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Seller, the Company or the Company's Subsidiary with respect to confidentiality if the Seller 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 work product privilege so long as the Seller has taken reasonable steps to permit inspection of or to disclose information described in this clause (ii) on a basis that does not compromise the Seller's, the Company's or the Company's Subsidiary's privilege with respect thereto; or (iii) the violation of any applicable Requirements of Law. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Purchaser shall limit or otherwise affect any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheldrepresentations, conditioned warranties, covenants or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives obligations of the CompanySeller contained in this Agreement.

Access and Investigation. (a) During Subject to applicable Law, during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, shall ensure that each of the Company’s controlled Subsidiaries (excluding, for the avoidance of doubt, GAC) shall, and shall use reasonable best efforts to cause its Subsidiaries and the respective Representatives (including by exercising any rights under any applicable governing document) each of the other Acquired Corporations Companies to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the to such Acquired Company to the Acquired Corporations’ Representatives, and its personnel, properties, properties and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to such Acquired Company upon reasonable advance notice during normal business hours and in such a manner as not to unreasonably interfere with the normal operation of the business of such Acquired CorporationsCompany; and (bii) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the such Acquired CorporationsCompany, and with such additional financial, operating and other data and information (including preparing and providing complete lists or reports of employee and independent contractor information reasonably requested by Parent) regarding the such Acquired Corporations’ business, properties, prospects and personnelCompany, as Parent may reasonably request; and (iii) use commercially reasonably efforts to cause such Acquired Companies’ third-party Representatives to cooperate with Parent and Parent’s Representatives in such investigations; provided, howeverthat no information or knowledge obtained by Parent or Merger Sub or investigation pursuant to this Section 4.1 or otherwise shall affect or be deemed to modify any representation, warranty, covenant or agreement made by the Company herein or the conditions to the obligation of any party to effect the Merger and otherwise consummate the Contemplated Transactions in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement; provided, further, that the foregoing shall not require the Acquired Companies to permit any such access shall inspection, or to disclose any information, that would reasonably be conducted at Parent’s expenseexpected to (a) result in the disclosure of any trade secrets of third parties or violate any of its obligations to third parties with respect to confidentiality, under (b) result in a waiver or otherwise jeopardize the supervision protection of appropriate personnel any applicable privilege (including attorney‑client privilege) or other immunity or protection or (c) contravene any (1) Law applicable to any of the Company, and in such a manner as Acquired Companies or their respective businesses or (2) Contract to not to interfere unreasonably with the normal operation which any of the business Acquired Companies is a party or by which any of their assets or properties are bound (so long as the CompanyAcquired Companies have used commercially reasonably efforts to obtain the required consent of such third party to such inspection or disclosure). All requests for access or information made pursuant to this Section 5.1(a) 4.1 shall be directed to the an executive officer or other Person designated by the Company. In addition, during All such information shall be governed by the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation terms of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

Access and Investigation. (a) During Prior to the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement (the “Pre-Closing Period”)Closing, upon reasonable advance notice from the Purchaser to the CompanySellers given in accordance with this Agreement, the Company shallSellers will afford to the officers, and shall cause its Subsidiaries and the respective Representatives attorneys, accountants or other authorized representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives with Purchaser reasonable access during normal business hours to the facilities, assets, books and records, and management personnel of the Company Companies, Autronics US (to the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information extent relating to the Acquired Corporations; and US Business), P&G plc (b) furnish promptly to Parent and Parent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information extent relating to the Acquired Corporations, and UK Business) Spirent plc (with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the UK Lease Sites), and Spirent GmbH (to the extent relating to the German Business), so as to afford the Purchaser a reasonable opportunity to make, at its sole cost and expense, such additional review, examination and investigation of the Companies, the Assets, the US Business, the UK Business, and the German Business as the Purchaser may reasonably desire to make; PROVIDED, HOWEVER, that the Purchaser shall not be permitted such access to the extent that the Sellers or the Companies are prohibited from granting such access pursuant to any Law, Order or rule of any regulatory body applicable to any Seller or any Company wherever located. Sellers shall instruct their accountants and advisers to reasonably cooperate with the Purchaser and to provide Purchaser with reasonable access to such accountants (including their work papers to the extent available to the Sellers) and advisers, all at Purchaser's cost and expense. Whether or not the Closing occurs, the Purchaser will, and will cause each of its Affiliates and authorized representatives to, treat in confidence and not disclose any and all documents, materials and -42- other information disclosed pursuant by or on behalf of the Sellers, the Companies or any of their respective Affiliates, whether before, during or after the course of the negotiations leading to the execution of this Section 5.1Agreement or thereafter, Parent shall comply within accordance with that certain Confidentiality Agreement between the Sellers and the Purchaser dated October 3, and shall instruct 2001 (the applicable Representatives of Parent to comply with"CONFIDENTIALITY AGREEMENT"), all of its confidentiality and non-use obligations under provided that if the Closing occurs, the Confidentiality Agreement dated September 24shall no longer be applicable to any such documents, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein materials or other information which relate to the contraryCompanies or the Businesses, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Companyconstitute Assets.

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 8.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations Company and its Subsidiaries to, and shall use commercially reasonably efforts to cause the Representatives of Cartesian to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, personnel and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expensea reasonable time, under the supervision of appropriate personnel of the Company, Company and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for Nothing herein shall require the Company to disclose any information made pursuant to this Section 5.1(aParent if the Company determines in good faith, after consultation with outside legal counsel, that such disclosure would (a) shall be directed jeopardize any attorney-client or other legal privilege, (b) contravene any applicable Legal Requirement or (c) contravene any binding agreement entered into prior to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, date of this Agreement (including any confidentiality agreement to which the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause or one or more of its designated Representatives Affiliates is a party) in a manner that would have material consequences to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the CompanyCompany or such Affiliate. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable cause Parent’s Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24November 29, 2014, 2010 between the Company and Parent Novartis International AG (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

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 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to Parent and Parent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

Access and Investigation. (a) During the period from commencing on the date of this Agreement until and ending as of the earlier of the Effective Time and 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 notice to the Company, the Company shalland Parent shall each, and shall cause its each of their respective Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s the Representatives of the other party with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, its personnel, properties, tax and accounting advisers and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, 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 Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) furnish promptly to Parent and Parent’s provide the Representatives of the other party with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, such Entity and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, its Subsidiaries as reasonably requested by Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of or the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Companycase may be. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during During the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations Representatives of each of the Company Entities to, (i) furnishpermit Parent’s senior officers to meet, as promptly as reasonably practicableupon reasonable notice and during normal business hours, to Parent a copy of all monthly with the chief financial officer and other interim officers of the Company responsible for the Company’s financial statements and the internal controls of the Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, 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 financial statements and the internal controls of the Parent Entities to discuss such matters as the same become available, (ii) cause one Company may deem necessary or more of its designated Representatives appropriate in order to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations enable post-closing management of Parent and the Surviving Corporation to satisfy its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and nonpost-use Closing obligations under the Confidentiality Agreement dated September 24Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, 2014during the Pre-Closing Period, between subject to applicable Legal Requirements, the Company and Parent (shall each promptly provide the “Confidentiality Agreement”). Notwithstanding anything herein other with copies of any notice, report or other document filed with or sent to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor Governmental Body on behalf of any of the Company Entities or Parent or Merger Sub in connection with the Mergers Merger or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the CompanyContemplated Transactions.

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 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause each of the other Acquired Companies to, and shall use its Subsidiaries commercially reasonable efforts to cause its and the their respective Representatives of the Acquired Corporations to: (ai) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired CorporationsCompanies’ Representatives, personnel, properties, properties and assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (bii) furnish promptly to provide Parent and Parent’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, Companies and with such additional financial, operating and other data and information regarding the Acquired Corporations’ businessCompanies, propertiesin each case, prospects and personnel, (A) as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, (B) under the supervision of appropriate personnel of the Company, and (C) in such a manner as to not to unreasonably interfere unreasonably with the normal usual operation of the business Acquired Companies, (D) to the extent reasonably related to the Contemplated Transactions and (E) with respect to books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies, additional financial, operating and other data and information regarding the Acquired Companies, solely to the extent such items are in the possession or control of the CompanyAcquired Companies or any of their respective Representatives. All requests for information made pursuant to this Section 5.1(a) shall be directed Without limiting the generality of the foregoing (but subject to the executive officer or other Person designated by limitations in the Company. In additionpreceding sentence), during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly soon as reasonably practicablepracticable provide Parent, upon request, with copies of all material operating and financial reports prepared by the Acquired Companies for the Company’s CEO or CFO. Notwithstanding the foregoing: (1) nothing in this Section 4.1(a) shall require any Acquired Company or its Representatives to disclose any information to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting Representatives if, in the combined operations of Parent reasonable and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business good faith judgment of the Company. With respect , such disclosure (v) relates to the information disclosed strategic process known as “Project Airport”, (w) would violate any applicable law, (x) would jeopardize the attorney-client privilege, work-product doctrine or other legal privilege held by any Acquired Company, (y) is prohibited pursuant to the terms of confidentiality provisions in a Company Contract with a third party entered into prior to the date of this Section 5.1Agreement or (z) would violate the Clean Team Agreement; and (2) if any Acquired Company does not provide or cause its Representatives to provide such access or such information in reliance on clause “(1)” of this sentence, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between then the Company shall as soon as reasonably practicable (and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact in any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.event within three

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 7.1 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the its and their respective Representatives of the Acquired Corporations to: (a) , provide Parent and Parent’s Representatives with reasonable access during normal business hours (including electronic access) to each of the Company to the Acquired Corporations’ Representatives, personnel, Corporation’s properties, assets offices, books and to all existing booksrecords, Contracts, projectionscommitments and Representatives, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to Parent and Parent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, in each case as Parent may reasonably requestrequests; provided, however, that any such access shall be conducted at Parent’s sole cost and expense, at a reasonable time during the Company’s normal business hours, under the supervision of appropriate personnel of the Company, Company and in such a manner as to not to unreasonably interfere unreasonably with the normal operation of the business of the Company, and shall 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 permit any inspection or testing, or to disclose any information, that in the reasonable judgement of the Company would cause significant competitive harm to the Company or its Subsidiaries 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, (a) jeopardize any attorney-client or other legal privilege (provided, that the Company shall use its commercially reasonable 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) or (b) contravene any applicable Legal Requirement or fiduciary duty (provided, that the Company shall use its commercially reasonable efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not contravene applicable Legal Requirements or fiduciary duties); provided, further, that information 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, on the advice of outside legal counsel, that 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 4.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated February 2, 2022, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.1(a) 4.1 shall be directed to the executive officer or other Person designated by the Company. In additionDespite anything in this Section 4.1 to the contrary, during any physical access to the Pre-Closing Periodproperties, offices, personnel or other information of the Acquired Corporations may be limited to the extent the Company in good faith determines, in light of the COVID-19 pandemic or any COVID-19 Responses, that such access would reasonably be expected to jeopardize the health and safety of any Company Associate (provided that the Company shall, and shall cause the other Acquired Corporations its Subsidiaries to, use commercially reasonable efforts to provide such access as can be provided (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the otherwise convey such information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct regarding the applicable Representatives matter as can be conveyed) in a manner without jeopardizing the health and safety of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24, 2014, between the such Company and Parent (the “Confidentiality Agreement”Associate or violating such COVID-19 Responses). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.

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 (the “Pre-Closing Period”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations’ Representatives, personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) furnish promptly to Parent and Parent’s Representatives such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the other Acquired Corporations to, (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent’s plans for conducting the combined operations of Parent and its Subsidiaries, together with the Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated September 24November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company in connection with the 39 Mergers or any of the other transactions contemplated by this Agreement without the Company’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and Parent, Merger Sub and Merger LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the Company.