Common use of Access and Investigation Clause in Contracts

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, each Seller shall (i) afford Buyer and its Representatives (collectively, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related to the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Companies shall, and shall (i) afford Buyer cause the respective Representatives of the Acquired Companies to provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s Representatives, “Buyer Group”) reasonable accessdesignated personnel and assets and to all existing books, during regular business hoursrecords, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related information relating to the Business Acquired Companies, and Assets, such rights promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books Acquired Companies and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets Acquired Companies, as Buyer Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing herein shall require any of the Acquired Companies to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (ivi) otherwise cooperate and assist, jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement or Contract (so long as the Acquired Companies have reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements or the contractual counterparty); provided, however, in the case of clause (ii), that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so could reasonably requested by Buyer, with Buyer’s investigation (in the good faith belief of the properties, assets and financial condition related Company (after consultation with outside counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. With respect to the Business information disclosed pursuant to this Section 5.1, Parent shall comply with, and Assets. In additionshall instruct Parent’s Representatives to comply with, subject to Section 6.1(ball of its obligations under the Mutual Confidentiality Agreement, effective as of February 10, 2017, as amended on August 20, 2017, between the Company and Parent (the “Confidentiality Agreement”), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”i) Subject to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) applicable Legal Requirements, each of the Seller Disclosure Letter, Company and Parent shall promptly notify the other of (A) any notice or other communication received by such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant Party from any Governmental Body in connection with this transaction. Each SellerAgreement, Buyer and each officerthe Offer, employeethe Merger or the other Transactions, Representative, consultant, and adviser or from any Person alleging that the consent of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment such Person is or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf required in connection with the Offer, the Merger or the other Transactions; or (B) any due diligenceLegal Proceeding commenced or, including to any site visits and environmental sampling. Buyer Group agrees to comply fully with all rulesParty’s knowledge, regulations and instructions issued by Sellers (threatened in writing against, such Party or any of its Subsidiaries or otherwise relating to, involving or affecting such Party or any of its Subsidiaries, in each case in connection with, arising from or otherwise relating to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while uponOffer, entering the Merger or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Sellerother Transaction.

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyernotice, each the Company will, and the Seller shall will cause the Company, its Subsidiaries and its Representatives to, (ia) afford Buyer and its Representatives (collectively, “Buyer Group”) reasonable full and free access, during regular business hours, to Sellers’ the Company’s and the Purchased its Subsidiaries’ personnel, propertiesproperties (including subsurface testing), Seller Contracts, Governmental AuthorizationsLicenses, books and Records records and other documents and data related to the Business and Assetsdata, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellersthe Company and its Subsidiaries; (iib) furnish Buyer Group with copies of all such Seller Contracts, Governmental AuthorizationsLicenses, books and Records records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iiic) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding as Buyer may reasonably request; (d) provide reasonable access to the Business Significant Suppliers and Assets Significant Customers of the Company and its Subsidiaries in a manner as shall be mutually agreeable between Buyer and the Company; (e) make available (i) all Representatives of the Company and its Subsidiaries for discussion of the Company’s businesses, properties or personnel and (ii) all Company Employees for discussion of the post-Closing employment arrangements with Buyer as the Buyer may reasonably request; and (ivf) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business Company and Assetsits Subsidiaries. In additionNo investigation pursuant to this Section 5.1 or otherwise shall affect any representations, subject to Section 6.1(b)warranties, Buyer shall have covenants or agreements of the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining Company or the physical condition and legal characteristics of any Facility and Tangible Personal PropertySeller set forth herein. (b) Sellers have retained HBC Terracon Without limiting the generality of Section 5.1(a), prior to the Closing Date, the Company shall deliver to Buyer within fifteen (15) days after the last day of each calendar month, an unaudited balance sheet for the Company and its Subsidiaries as their environmental consultant of the end of such month and the related statements of income and cash flow for the Company and its Subsidiaries for such monthly period, prepared by the Company and certified by the Company’s Chief Financial Officer (hereinafter the “Environmental ConsultantPre-Closing Financial Statements”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to ). The Pre-Closing Financial Statements shall be prepared in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) books and records of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear Company and its Subsidiaries and fairly and accurately present the costs financial condition of the Phase I ESAs Company and its Subsidiaries as of the dates indicated and the Phase II ESAs. Sellers will provide Buyer with a copy results of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment operations of the AssetsCompany and its Subsidiaries for the respective periods indicated, and shall comply be prepared in accordance with GAAP, except for the conditions set forth in this Section 6.1. Buyer shall maintainabsence of complete footnote disclosure as required by GAAP, and subject to changes resulting from normal year-end audit adjustments, which adjustments shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to not in any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedmaterial. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between During the period from the date of this Agreement until the earlier of the Offer Acceptance Time and the termination of this Agreement pursuant to Section 8.1 (the “Pre-Closing DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Entities shall, and shall cause the respective Representatives of the Acquired Entities to: (ia) afford Buyer provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s Representatives, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, propertiesand assets and to all existing books, Seller Contractsrecords, Governmental AuthorizationsTax Returns, books and Records work papers and other documents and data related information relating to the Business Acquired Entities that are in the possession of, or reasonably accessible to, the Acquired Entities; and Assets(b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Entities, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with including copies of all such Seller Contractsthe existing books, Governmental Authorizationsrecords, books and Records Tax Returns, work papers and other existing documents and data related information relating to the Business Acquired Entities, and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets Acquired Entities that are in the possession of, or reasonably accessible to, the Acquired Entities, as Buyer 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 Acquired Entities and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Entities or create a risk of damage or destruction to any property or assets of the Acquired Entities. Any access to the properties of the Acquired Entities will be subject to the Company’s reasonable security measures and insurance requirements. Nothing herein shall require the Acquired Entities to disclose any information concerning Acquisition Proposals, which shall be governed by Section 5.3(c), or provide access to or disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion: (i) jeopardize any attorney-client, work product privilege or other legal privilege, (ii) 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 Acquired Entity or its Affiliates is a party), (iii) reasonably be expected to violate or result in a loss or impairment of any Owned IP or (iv) otherwise cooperate unreasonably disrupt the operations of the Acquired Entities; 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 assist, disclosure may be limited to external counsel for Parent to the extent the Acquired Entity determines doing so may be reasonably requested by Buyer, required for the purpose of complying with Buyer’s investigation of the properties, assets and financial condition related applicable Antitrust Laws. With respect to the Business information disclosed pursuant to this Section 5.1 to Parent and Assets. In additionParent’s Representatives, subject to Section 6.1(b), Buyer Parent shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assetscomply with, and shall instruct Parent’s Representatives to comply with with, all of its obligations under the conditions set forth in Confidentiality Agreement dated June 2, 2016, between the Company and Parent (the “Confidentiality Agreement”). All requests for access pursuant to this Section 6.15.1 must be directed to the General Counsel of the Company, or another person designated in writing by the Company. Buyer No investigation shall maintainaffect the Company’s representations and warranties contained herein, and shall cause its officers, employees, Representatives, consultants and advisors or limit or otherwise affect the remedies available to maintain, all information obtained by Buyer Parent or Purchaser pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedthis Agreement. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between During the period from the date of this Agreement and through the Closing Date, and upon reasonable advance notice received from Buyer, each Seller shall Date (i) afford Buyer and its Representatives (collectively, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties"PRE-CLOSING PERIOD"), Seller Contractsshall: (a) provide Parent and Acquisition Sub and their Representatives with reasonable access to Seller's Representatives, Governmental Authorizationspersonnel and Purchased Assets and to all existing books, books and Records records, Tax Returns, internal work papers and other documents and data related information relating to Seller and the Business and Purchased Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (iib) furnish Buyer Group provide Parent and Acquisition Sub and their Representatives with such copies of all such Seller Contractsthe existing books, Governmental Authorizationsrecords, books and Records Tax Returns, internal work papers and other existing documents and data related information relating to the Business Seller, and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business Seller and Assets its financial condition, as Buyer Parent or Acquisition Sub may reasonably request; and (ivc) otherwise fully cooperate with Parent and assist, to the extent reasonably requested by Buyer, with Buyer’s Acquisition Sub in their reasonable investigation of the propertiesPurchased Assets. Without limiting the generality of the foregoing, assets during the Pre-Closing Period, Seller shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and financial condition related other document filed or furnished by Seller during the Pre-Closing Period with the SEC, (ii) any material notice, document or other communication sent or proposed to be sent by or on behalf of Seller by any party to any Assumed Contract or sent to Seller by any party to any Assumed Contract (other than any communication that relates solely to routine commercial transactions between Seller and the other party to any such Assumed Contract and that is of the type sent in the ordinary course of business and consistent with past practices); and (iii) all other information existing concerning the Business, properties and personnel as Parent or Acquisition Sub may reasonably request; it being understood that, with respect to the Business and Assets. In addition, subject to information referenced in this Section 6.1(b5.01(a), Buyer Seller shall have not be required to create information for Parent and Acquisition Sub that it would not normally create in the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes ordinary course of determining the physical condition and legal characteristics of any Facility and Tangible Personal Propertybusiness. (b) Sellers have retained HBC Terracon Seller shall during the Pre-Closing Period give prompt written notice to Parent and Acquisition Sub, and Parent and Acquisition Sub shall during the Pre-Closing Period give prompt written notice to Seller, of: (i) the discovery by such party of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes an inaccuracy in any representation or warranty made by such party in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letterdate hereof or as of the Closing Date in any representation or warranty made by such party in this Agreement; (iii) the failure by it to comply with or satisfy in any material respect any covenant, such Phase I ESAs and Phase II ESAs condition or agreement to be in accordance complied with ASTM Standards. Buyer agrees or satisfied by it under this Agreement; (iv) the occurrence of an event or circumstance that could be reasonably expected to make the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) timely satisfaction of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs any of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors Article 6 impossible or unlikely or that has had or would reasonably be expected to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure have a Material Adverse Effect; or (v) the commencement of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for litigation or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated Proceeding against or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedaffecting this Agreement. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between 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 DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to: (ia) afford Buyer provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s Representatives, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, propertiesand assets and to all existing books, Seller Contractsrecords, Governmental AuthorizationsTax Returns, books and Records work papers and other documents and data related information relating to the Business Acquired Corporations; and Assets(b) promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with including copies of all such Seller Contractsthe existing books, Governmental Authorizationsrecords, books and Records databases (to the extent transferable), reports, Tax Returns, work papers and other existing documents and data related information relating to the Business Acquired Corporations, and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets Acquired Corporations, as Buyer Parent may reasonably request; provided, however, that any such access shall be conducted at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations or create material risk of damage or destruction to any material assets or property. Nothing herein shall require the Acquired Corporations to disclose any information to Parent if such disclosure would (ivi) otherwise cooperate jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement, fiduciary duty or binding confidentiality agreement entered into by the Company prior to the date of this Agreement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit the inspection, or to disclose such information, on a basis that does not contravene any applicable Legal Requirement, fiduciary duty or confidentiality agreement); provided, further, that information shall be disclosed subject to execution of a joint defense agreement in customary form, and assistdisclosure may be limited to external counsel for Parent, to the extent the Acquired Corporations determine doing so is reasonably requested by Buyer, required for the purpose of complying with Buyer’s investigation of the properties, assets and financial condition related applicable Antitrust Laws. With respect to the Business and Assets. In additioninformation disclosed pursuant to this Section 5.1, subject to Section 6.1(b), Buyer Parent shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assetscomply with, and shall instruct Parent’s Representatives to comply with with, all of its obligations under the conditions set forth in Confidentiality Agreement dated December 4, 2018, between the Company and Parent (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 6.1. Buyer 5.1 shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors be directed to maintain, all information obtained by Buyer pursuant to any environmental assessment the executive officer or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused Person designated by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by SellerCompany.

Access and Investigation. (a) Between During the period from the date of this Agreement and to the Closing Date, Seller and upon reasonable advance notice received from Buyerits officers, each Seller shall employees, counsel, accountants and other authorized representatives ("Representatives") will, (i) afford Buyer and its Representatives reasonable access to Seller's (collectively, “Buyer Group”with respect to the Business) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ each Subsidiary's senior management personnel, properties, Seller Contractscontracts, Governmental Authorizationsbooks, books and Records records, and other documents and data related to the Business and Assetsdata, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) permit access to or furnish copies to Buyer Group with and its Representative (as requested by Buyer, provided that if copies are to be furnished it will be furnished at Buyer's expense) of all such Seller Contracts, Governmental Authorizationscontracts, books and Records records, and other existing documents and data related to the Business and Assets as Buyer may reasonably request; , and (iii) furnish Buyer Group and its Representatives with such additional financial, operating operating, and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; , including, without limitation periodically reporting to Buyer the status of the business, operations and finances of the Business. Seller shall also inform Buyer (ivupon its request) otherwise cooperate of any facts or circumstances of which Seller has knowledge which calls into question the collectibility of any Accounts Receivable, adequacy of the bad debt reserves that exist as of the Closing Date and assist, the adequacy of the Xxxxx Xxx Reserve. No information or knowledge obtained in any investigation pursuant to this SECTION 6.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the extent reasonably requested by Buyer, with Buyer’s investigation obligations of the propertiesparties to consummate the Consummated Transactions. Buyer agrees that from the date hereof until the Closing, assets and financial condition related Buyer will not discuss or negotiate any terms of employment with any employees of the Subsidiaries (other than disclosing to any such employee the Business and Assets. In addition, subject obligations of Buyer pursuant to Section 6.1(bSECTION 8.10(b) hereof), Buyer shall have the right to have any Facility and Tangible Personal Property inspected without prior approval by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal PropertySeller's President or Chairman. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter From the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on date hereof through the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure LetterClosing Date, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that if it becomes aware, in the only Phase II ESAs to be conducted shall be on the Facilities listed in Section course of its due diligence examination or otherwise, of a material Breach of Seller's representations, warranties, covenants or agreements contained herein, Buyer will promptly notify Seller thereof; provided, however, this SECTION 6.1(b) of the shall in no manner (i) obligate Buyer to affirmatively inquire or research whether a Breach by Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with has occurred or (ii) limit or waive the conditions set forth in this Section 6.1. Buyer shall maintain, SECTIONS 10.1 and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to 10.2 herein or any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated's rights hereunder. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between During the date of this Agreement and the Pre-Closing DatePeriod, and upon reasonable advance notice received from Buyer, each Seller shall (i) Geron shall afford Buyer BioTime’s and its BAC’s officers and other authorized Representatives (collectively, “Buyer Group”) reasonable access, during regular normal business hours, to Sellers’ Geron’s books and records (or portions thereof) pertaining solely to the Contributed Geron Assets and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related to the Business and Assets, Assumed Geron Liabilities (provided that such rights of access to be exercised in a manner that does not unreasonably interfere with the ongoing business or operations of Sellers; Geron) and (ii) Geron shall furnish Buyer Group to BioTime and BAC such readily available information concerning the Contributed Geron Assets and the Assumed Geron Liabilities as BioTime or BAC may reasonably request and as is necessary or required for inclusion in (and Geron shall use commercially reasonable efforts to provide reasonable access to Geron’s independent registered accountants with respect to the Contributed Geron Assets and the Assumed Geron Liabilities to facilitate the preparation of) the Proxy Statement, the BioTime Registration Statement, the BioTime Prospectus, the BAC Registration Statement and the BAC Prospectus pursuant to Section 4.7 of this Agreement and to comply with the reporting obligations of BioTime under the Exchange Act; provided, however, that (i) such access to Geron’s independent registered accountants will be subject to customary exceptions to be negotiated with such accountants, and BioTime shall reimburse Geron for the reasonable fees and expenses of Geron’s independent registered accountants, if any, in connection therewith, and (ii) Geron shall not be required pursuant to this Agreement to permit any inspection or other access, or to disclose any information, that in the reasonable judgment of Geron could (A) result in the disclosure of any trade secrets, (B) jeopardize protections afforded Geron under the attorney-client privilege or the attorney work product doctrine, or (C) violate or breach, or result in a violation or breach of, any Legal Requirement, Order or any Contract; provided, however, that in the case of information as to which Geron is bound by a contractual obligation of non-disclosure, Geron shall use commercially reasonable efforts to obtain permission to disclose the information to BioTime, provided that BioTime agrees to enter into a confidentiality agreement acceptable to the applicable third party. Geron shall use its commercially reasonable efforts to preserve intact, and maintain access to, the Data Room for BioTime’s and BAC’s respective officers and other authorized Representatives and shall provide reasonable access, upon reasonable notice and during normal business hours, to Geron personnel who have knowledge about the Contributed Geron Assets. Geron shall provide BioTime and BAC with electronic copies of all such Seller Contractsof the contents of the Data Room as of the date hereof. BioTime hereby agrees that any information or knowledge obtained pursuant to this Section 4.1(a) shall be subject to the terms of that certain Mutual Confidential Disclosure Agreement, Governmental Authorizationsdated as of February 22, books 2012, by and Records between Geron and BioTime (the “CDA”). BioTime’s and BAC’s officers and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer Representatives shall have the right to have any Facility make copies of the books and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost records and expense, for purposes of determining the physical condition other documents and legal characteristics of any Facility and Tangible Personal Propertyinformation provided under this Section 4.1(a). (b) Sellers have retained HBC Terracon as their environmental consultant Notwithstanding Section 4.1(a), Geron shall not be required to (hereinafter the “Environmental Consultant”i) take any action that would or could reasonably be expected to conduct Phase I Site Assessments subject it or any of its directors or officers to actual or potential Liability, or (“Phase I ESA”ii) on the Facilities and surface bear any cost or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters expense relating to the appropriate Governmental Bodies, unless Buyer is required matters contemplated by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedSection 4.1(a). (c) Subject to Sections 6.1(a) BioTime and (b) and upon BAC shall provide during the Pre-Closing Period, on reasonable prior notice, Sellers shall permit Buyer Group Geron and its Representatives with reasonable access to consult with Sellers’ employees during the Representatives of BioTime and BAC; provided, however, that if in BioTime’s reasonable business hours judgment and belief the provision of such information or access is reasonably likely to violate any Legal Requirement or Contract or could waive any legal privilege (including 7:00 a.m. the attorney-client privilege), BioTime may prohibit or restrict such access as determined by BioTime; provided, however, that in the case of information as to 6:00 p.m.which BioTime or BAC is bound by a contractual obligation of non-disclosure, Monday through FridayBioTime and BAC shall use commercially reasonable efforts to obtain permission to disclose the information to Geron and its Representatives, provided that Geron agrees to enter into a confidentiality agreement acceptable to the applicable third party. Geron hereby agrees that any information or knowledge obtained pursuant to this Section 4.1(c) and shall be subject to conduct, at Buyer’s sole risk and expense, any other visual inspections the terms of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by SellerCDA.

Access and Investigation. (a) Between From the date of this Agreement and until the Closing Date, and upon reasonable advance notice received from Buyer, each Seller shall (i) afford Buyer Xxxxxx and its Representatives (collectivelySubsidiaries will give the Acquired Companies, “Buyer Group”) reasonable accesstheir counsel, during regular business hoursfinancial advisors, auditors and other authorized representatives full access to Sellers’ and the Purchased Subsidiaries’ personneltheir offices, properties, Seller Contracts, Governmental Authorizations, books and Records records and shall furnish to the Acquiring Companies such financial and operating data and other documents and data related information in Sellers’ possession which relates to Xxxxxx, the Subsidiaries or the Business and Assets, as such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer parties may reasonably request; (iii) furnish Buyer Group . Xxxxxx shall instruct the employees and counsel of Xxxxxx and its Subsidiaries to cooperate with the Acquiring Companies in its investigation of Xxxxxx and the Business. All such additional financial, operating and other relevant data access and information regarding obtained by the Business Acquiring Companies and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assist, their authorized representatives shall be subject to the extent reasonably requested by Buyer, with Buyer’s investigation terms and conditions of the propertiesConfidentiality Agreement dated as of June 30, assets 2004 between the Acquiring Companies and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal PropertyXxxxxx. (b) Sellers Xxxxxx hereby grants to the Acquiring Companies a license from the date of this Agreement until the Closing Date to enter and inspect the Real Property. In order to complete their investigation pursuant to this section, the Acquiring Companies or their designated consultant shall have retained HBC Terracon as their environmental consultant the right but not the obligation: (hereinafter the “Environmental Consultant”i) to conduct Phase I Site Assessments (“Phase I ESA”) on tests of the Facilities and soil, surface or subsurface investigation waters, and air quality at, in, on, beneath or invasive about the Real Property in a manner consistent with good engineering practice; (ii) to inspect all records, reports, permits, applications, monitoring results, studies, correspondence, data and any other information or destructive sampling documents related to Hazardous Substances, compliance with Environmental Laws or any Environmental Condition; and (hereinafter iii) to inspect all buildings and equipment at the Real Property for asbestos-containing materials or other Hazardous Substances. The Acquiring Companies agree to conduct such investigations in a “Phase II ESA”) on manner that minimizes the Facilities listed in Section 6.1(b) disruption to the business activities of Xxxxxx and the Subsidiaries, and Xxxxxx agrees to permit the Acquiring Companies reasonable access to all portions of the Seller Disclosure LetterReal Property, both during business hours and after business hours. All invasive tests or inspections shall be conducted pursuant to a plan approved in advance by Xxxxxx, such Phase I ESAs and Phase II ESAs approval not to be unreasonably withheld or delayed. (c) In the event the result of the investigations reveal potential environmental concerns or any Environmental Condition (in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted reasonable discretion of the Acquiring Companies), the Acquiring Companies shall be on permitted to extend the Facilities listed in Section 6.1(b) Closing Date until no later than December 31, 2004 to conduct such further environmental investigations and testing as are reasonably necessary to determine the scope and nature of the Seller Disclosure Letter, unless Sellersenvironmental concern or Environmental Condition. If the additional investigations and testing proves unsatisfactory to the Acquiring Companies, in their sole discretion, determine otherwise. the Acquiring Companies may terminate this Agreement upon written notice to Sellers will bear prior to the costs of the Phase I ESAs Closing Date and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer no Party shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant further liability or obligation to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedhereunder. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, and upon reasonable advance written notice received from Buyer, Seller shall in each case subject to the limitations imposed by applicable Laws as determined in good faith by Seller, and without affecting or limiting the scope of any of Seller's or Parent's representations, warranties, covenants and indemnities in this Agreement or any Related Agreements or (except as contemplated by Sections 7.2(c)(i) and 7.3(c)(i) hereof) limiting liability for any breach of any of the foregoing: (i) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer Group") reasonable access, during regular business hours, to Seller's employees, properties, Permits, Environmental Permits, books and records (including books and records of Parent or Parent's Other Affiliates insofar as they relate to the Business), the Overland Park Employees, the Assumed Contracts and other existing documents and data relating to the Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller or Parent or Parent's Other Affiliates and in each case subject to any limitations imposed by applicable Law or confidentiality obligations of Seller or Parent or Parent's Other Affiliates to third parties; (ii) furnish or make available to Buyer Group during regular business hours copies of all such Assumed Contracts, Permits, Environmental Permits, books and records and other existing documents and data as Buyer may reasonably request, in each case subject to any limitations imposed by applicable Law or confidentiality obligations of Seller, Parent or any other Subsidiary of Parent to third parties; (iii) furnish or make available to Buyer Group during regular business hours such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition of Seller, the Business and the Assets. (b) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, each Seller shall (i) afford Buyer and its Representatives (collectively, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related to the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility the Real Property and Tangible tangible Personal Property inspected by Buyer Group, at Buyer’s 's sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility the Real Property and Tangible tangible Personal Property, provided that in no event shall subsurface or other destructive testing be performed by or on behalf of Buyer Group without the prior written consent of Seller. (bc) Sellers have retained HBC Terracon as their environmental consultant (hereinafter Notwithstanding, the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letterforegoing, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant not contact in connection with the transactions contemplated by this transaction. Each Agreement any employees of Seller or any of Seller's suppliers or customers, or subject to Section 5.1(d), any Governmental Authority governing Seller's business activities without obtaining the prior written consent of Seller, Buyer and each officer, employee, Representative, consultantwhich consent shall not be unreasonably withheld or delayed, and adviser of Buyer that Seller shall have the opportunity to designate one or more Representatives who shall have the right to participate in any telephone calls to such Persons and to be present during at and participate in any environmental assessment record review session or other meeting with such Persons, and who shall make themselves reasonably available for such purposes, (d) Seller hereby authorizes Buyer to review any records maintained by Governmental Authorities with respect to the Assets and Business, and to contact (i) BLM with respect to transfer of the AssetsFederal Sodium Leases and the Federal Rights of Way, (ii) DMG with respect to transfer of Seller's mine Permit, and (iii) other Governmental Authorities in connection with transfer to Buyer of other Permits and/or Environmental Permits or obtaining new Permits and/or Environmental Permits, as necessary; provided, however, that other than commenting on matters that are open to public comment without violating confidentiality obligations pursuant to Section 5.1 and 5.16 of this Agreement, Buyer shall comply not contact any Governmental Authorities with respect to the conditions Assets or the Business without obtaining the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, and that Seller shall have the opportunity to designate one or more Representatives who shall have the right to participate in any telephone calls to such Governmental Authorities and to be present at and participate in any record review session or other meeting with such Governmental Authorities, and who shall make themselves reasonably available for such purposes, it being understood that the limitations set forth in this Section 6.1. proviso shall not restrict Buyer's right to review publicly available information relating to the Assets or the Business. (e) All information provided to Buyer shall maintainand its Affiliates, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained their Representatives by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of BuyerSeller or Parent, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligencethis Agreement and the transactions contemplated hereby shall be held by Buyer and its Affiliates, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rulesits and their Representatives as Evaluation Material or, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given applicable, IMC Competitively Sensitive Information, as defined in, and pursuant to the respective terms of, the Confidentiality Agreements. Buyer Group) regarding Buyer’s actions while uponshall, entering or leaving any Facilityand shall direct its Representatives and funding sources and other Representatives to, including any insurance requirements that hold such information confidential and otherwise comply with the Seller may impose on contractors authorized Confidentiality Agreements with respect to perform work on any property owned or operated by Sellersuch information.

Access and Investigation. (a) Between During the period commencing on the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 8 and the Effective Time (the “Pre-Closing DatePeriod”), the Company shall, and upon reasonable advance notice received from Buyer, shall cause its Representatives and each Seller shall of the Acquired Companies and their respective Representatives to: (i) afford Buyer promptly upon request, provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours to the Acquired Companies’ Representatives, “Buyer Group”) reasonable accesspersonnel and assets and to all books, during regular business hoursrecords, to Sellers’ and the Purchased Subsidiaries’ personnelTax Returns, properties, Seller Contracts, Governmental Authorizations, books and Records work papers and other documents and data related information relating to the Business Acquired Companies; and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group promptly upon request, provide Parent and Parent’s Representatives with copies of all such Seller Contractsbooks, Governmental Authorizationsrecords, books and Records Tax Returns, work papers and other existing documents and data related information relating to the Business Acquired Companies, and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and other information regarding the Business and Assets Acquired Companies, as Buyer Parent may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant During the Pre-Closing Period, Parent and its Representatives may make inquiries of Persons having business relationships with the Acquired Companies (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities including suppliers, Channel Partners, licensors and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Lettercustomers), such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer Company shall ensure that each Acquired Company and its Representatives facilitate (and cooperate fully with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant Parent in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through with) such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedinquiries. (c) Subject The Company shall deliver to Sections 6.1(aParent, as soon as practicable and in any event within 30 days after the end of each monthly accounting period that ends during the Pre-Closing Period, unaudited consolidated financial statements of the Acquired Companies (consisting of consolidated balance sheets, consolidated statements of income and comprehensive income, consolidated statements of convertible preferred stock and stockholders’ equity and consolidated statements of cash flows) as of the end of and for such monthly accounting period, prepared in accordance with the Accounting Principles consistently applied throughout the periods covered (the “Pre-Closing Financial Statements”). The Company shall, and shall direct its auditors to (a) continue to provide Parent and its advisors such access to the Acquired Company’s financial information used in the preparation of Parent’s audited financial statements and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection cooperate with any due diligencereviews performed by Parent or its advisors of any such financial statements or information, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (in each case to the extent reasonable notice thereof has been given necessary to Buyer Group) regarding Buyer’s actions while uponallow Parent to reasonably review such information being provided hereunder, entering or leaving any Facilityincluding, including any insurance requirements that to the Seller may impose on contractors authorized to perform work on any property owned or operated by Sellerextent necessary for the preparation of customary pro forma financial statements.

Access and Investigation. (a) Between the date of this Agreement and the Closing DatePrior to Closing, Seller will, and upon reasonable advance notice received from Buyerwill cause the Acquired Companies to, each Seller shall (i) afford give Buyer and its Representatives (collectively, “Buyer Group”) reasonable access, during regular normal business hourshours and upon reasonable notice, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records records of the Acquired Companies (excluding in all events employee files and medical records and any documents that are subject to confidentiality commitments to Persons who have declined Seller's request for permission to disclose such documents to Buyer); provided, however, that such access must be upon reasonable notice and must not unreasonably disrupt the normal operations of Seller or the Acquired Companies, and such investigation will not include access to any item relating to businesses of Seller or Seller's Parent other documents and data related than the business conducted by the Acquired Companies. All requests for access to the Business offices, plants, properties, books, and Assetsrecords will be made to such Representatives of Seller as Seller will designate, who will be solely responsible for coordinating all such rights requests and all access permitted hereunder. It is further understood and agreed that neither Buyer nor its Representatives will contact any of access to be exercised the Employees, customers, suppliers, joint venture partners, or other associates or Affiliates of Seller or Seller's Parent, in a manner that does not unreasonably interfere connection with the operations Contemplated Transactions, whether in person or by telephone, mail or other means of Sellerscommunication, without the prior authorization of such Representatives of Seller as Seller may designate, which authorization shall not be unreasonably delayed or withheld; provided, however, that Seller hereby authorizes Buyer to contact and communicate with those employees identified in paragraph (ii) furnish Buyer Group with copies of all such Seller ContractsSection 3.k. of Seller's Disclosure Schedule, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets who as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the propertiesdate hereof have executed employment contracts with the Company. Notwithstanding the foregoing, assets and financial condition related it is understood that Buyer will not be entitled to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “obtain Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by environmental assessment reports except for the Environmental Consultant in connection with this transaction. Each SellerReports or conduct any drilling, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment boring or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections sampling at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by SellerFacilities.

Access and Investigation. (a) Between 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 DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Corporations shall, and shall (i) afford Buyer use reasonable best efforts to cause the respective Representatives of the Acquired Corporations to provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s designated Representatives and assets, “Buyer Group”) reasonable accessbooks, during regular business hoursrecords, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records work papers and other documents and data related information relating to the Business Acquired Corporations as Parent may reasonably request for the purpose of preparing for the Closing; 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 Acquired Corporations and Assets, in such rights of access to be exercised in a manner that does as not to unreasonably interfere with the operations normal operation of Sellers; the business of the Acquired Corporations. Solely for purposes of integration planning and Parent’s monitoring of the Acquired Corporation’s cash position and compliance with Section 5.2 and Section 5.3 of this Agreement, the Acquired Corporations shall reasonably consult with Parent in respect of such matters, and use reasonable best efforts to (i) provide Parent with written cash management reports each week describing the Acquired Corporations’ cash position and use of cash for the prior week and a cash forecast for the succeeding week, and such other related information as is otherwise reasonably requested by Parent and (ii) furnish Buyer Group with copies of all such Seller Contractsparticipate in discussions weekly, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets or as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by BuyerParent to review any such cash management reports and cash forecasts; provided, with Buyer’s investigation that such cash management reports, cash forecasts or other related information and such discussions shall be provided for disclosure purposes only and not be deemed to broaden or narrow any the representations, warranties or covenants of the properties, assets and financial condition related to the Business and AssetsCompany contained in this Agreement. In addition, subject to Section 6.1(b), Buyer Nothing herein shall have the right to have require any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, Acquired Corporations to disclose any information to Parent or afford any access to Parent if: (i) such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellersdisclosure or access would, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply Company’s good-faith discretion with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure advice of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and legal counsel (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated jeopardize any attorney-client or other legal privilege or (y) consult contravene any applicable Legal Requirement, fiduciary duty or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which an Acquired Corporation or its Affiliate is a party); or (ii) such information relates to the minutes of the meetings of the Company Board or its committees where the Company Board or any applicable committee discussed the Transactions or any similar transaction between the Company and any other Person (including any presentations or other materials prepared by or for the Company Board, whether in connection with Sellers regarding a specific meeting, or otherwise relating to such disclosure if such disclosure may subject matter). Notwithstanding anything contained in this Agreement to the contrary, the Company shall not be delegated. (c) Subject required to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, provide any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays access or make any disclosure to the reasonable other pursuant to this Section 5.1 to the extent such access can or information is reasonably pertinent to a litigation where the Company or any of its Affiliates, on the one hand, and Parent, Purchaser or any of their respective Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. To the extent that the Company determines doing so may be made availablereasonably required for the purpose of complying with applicable Antitrust Laws, information disclosed pursuant to this Section 5.1 shall be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or With respect to the Facilities caused information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement dated November 20, 2020, as amended April 14, 2021, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything to the contrary herein, the Acquired Corporations may satisfy their obligations set forth above to provide access to personnel, assets, books, records, work papers and any other documents and information by electronic means if physical access is not reasonably feasible or would not be permitted under the acts or omissions of Buyer Group or any Person applicable Legal Requirements (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by SellerCOVID-19 Measures).

Access and Investigation. During the period from the execution and delivery of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement pursuant to Section 8 (athe “Pre-Closing Period”), upon reasonable advance notice to the Company, the Acquired Corporations shall, and shall cause the respective Representatives of the Acquired Corporations to provide Parent and Parent’s Representatives with reasonable access during normal business hours of the Company to the Company’s designated Representatives and assets and properties, and to all existing books, records, Tax Returns, work papers, documents and information relating to the Acquired Corporations, and promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of the Acquired Corporations and such additional financial, operating, Tax and other data and information regarding the Acquired Corporations as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would (i) Between jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party or by which an Acquired Corporation is bound (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent permitted by such Contract). Notwithstanding the foregoing, nothing in this Section 5.1 shall require an Acquired Corporation to disclose to Parent or Parent’s Representatives the minutes of the applicable portions of the meetings of the Board of Directors or any committee thereof (including any portions of presentations or other materials prepared by or for the Board of Directors or such committee thereof directly and solely related thereto) where the Board of Directors or such committee thereof discussed (x) the Transactions, or the evaluation of strategic alternatives leading up to the Transactions, (y) any Acquisition Proposal received after the date of this Agreement or (z) a Company Adverse Recommendation Change; provided that in the case of any of clauses (x), (y) and (z), this Section 5.1 shall not apply to any information required to be disclosed or furnished to Parent and Purchaser pursuant to Section 5.3 or 6.1, and the Closing Date, and upon reasonable advance notice received from Buyer, each Seller disclosure of such information shall (i) afford Buyer and its Representatives (collectively, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related be governed by Section 5.3 or 6.1 respectively. With respect to the Business and Assetsinformation disclosed pursuant to this Section 5.1, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer Parent shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assetscomply with, and shall instruct Parent’s Representatives to comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintainwith, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any Legal Requirements and all Liabilities occurring on or to of its obligations under the Facilities caused by Confidentiality Agreement dated July 10, 2023, between the acts or omissions of Buyer Group or any Person Company and Parent (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller“Confidentiality Agreement”).

Access and Investigation. (a) Between During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Corporations shall, and shall (i) afford Buyer cause the respective Representatives of the Acquired Corporations to provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s designated Representatives and assets and to all existing books, “Buyer Group”) reasonable accessrecords, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related information relating to the Business Acquired Corporations, and Assets, such rights promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books Acquired Corporations and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets Acquired Corporations, as Buyer Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations and subject to any reasonable restrictions imposed in connection with the COVID-19 pandemic. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent, (ivi) otherwise cooperate and assist, jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto) or (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations has reasonably cooperated with Parent to permit disclosure to the extent reasonably requested permitted by Buyer, with Buyer’s investigation of the properties, assets and financial condition related Legal Requirements). With respect to the Business and Assets. In additioninformation disclosed pursuant to this Section 5.1, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and Parent shall comply with the conditions set forth in this Section 6.1. Buyer shall maintainwith, and shall cause its officers, employees, Representatives, consultants and advisors Parent’s Representatives to maintaincomply with, all information obtained by Buyer pursuant obligations under the Confidential Disclosure Agreement dated October 27, 2021, between the Company and Parent (the “Confidentiality Agreement”). It is acknowledged and agreed that Parent and the Company are also parties to any environmental assessment or other due diligence activity as strictly confidentialthe Collaboration and License Agreement, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required dated November 15, 2019, which shall continue to apply with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, information disclosed pursuant thereto in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult accordance with Sellers regarding such disclosure if such disclosure may not be delegatedits terms. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Corporations shall, and shall (i) afford Buyer cause the respective Representatives of the Acquired Corporations to provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s designated Representatives and assets and to all existing books, “Buyer Group”) reasonable accessrecords, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related information relating to the Business Acquired Corporations, and Assets, such rights promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books Acquired Corporations and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets Acquired Corporations, as Buyer Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transaction; provided, however, that any such access shall be conducted at Parent’s out-of-pocket expense with supervision of appropriate personnel of the Acquired Corporations where applicable and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion and after notice to Parent (ivi) otherwise cooperate and assistjeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent to permit disclosure to the extent permitted by Legal Requirements) or (iii) violate any of its or its Affiliates’ respective confidentiality obligations (so long as the Acquired Corporations have reasonably requested by Buyer, cooperated with Buyer’s investigation of the properties, assets and financial condition related Parent to permit disclosure to the Business and Assetsextent permitted by such confidentiality obligations). In additionWith respect to the information disclosed pursuant to this Section 5.1, subject to Section 6.1(b), Buyer Parent shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assetscomply with, and shall instruct Parent’s Representatives to comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintainwith, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity of its obligations under the letter agreement, effective as strictly confidentialof July 17, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In 2020, between the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be Company and Parent (the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated“Confidentiality Agreement”). (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between After the date of this Agreement Closing, Buyer shall, and the Closing Dateshall cause its Affiliates and their respective employees and agents to, subject to any Legal Requirements and any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual third-party confidentiality obligations, (i) afford Seller and its Affiliates and their respective employees and agents reasonable access, during normal business hours and upon reasonable advance notice received prior notice, to the Purchased Assets and Buyer's and its Affiliates' properties, contracts, books and records and other documents and data and (ii) make Buyer's and its Affiliates' employees reasonably available to Seller and its Affiliates, in each case, to the extent reasonably requested by Seller in connection with (A) any item for which indemnification is being sought pursuant to this Agreement or any other Transaction Document, (B) any good faith effort of Seller or any of its Affiliates to enforce any of its rights under this Agreement or any other Transaction Document, (C) any inquiry directed to Seller or its Affiliates from Buyerany Governmental Body, each or any response or submission by Seller or its Affiliates to any Governmental Body, with respect to (I) the Products, (II) the Purchased Assets, or (III) this Agreement or any other Transaction Document or (D) any Proceeding brought by or against Seller or its Affiliates with respect to (I) the Products, (II) the Purchased Assets, or (III) this Agreement or any other Transaction Document. (b) After the Closing, Seller shall, and shall cause its Affiliates and their respective employees and agents to, subject to any Legal Requirements and any limitations that are reasonably required to preserve any applicable attorney-client privilege or legal or contractual third-party confidentiality obligations, (i) afford Buyer and its Representatives (collectively, “Buyer Group”) Affiliates and their respective employees and agents reasonable access, during regular normal business hourshours and upon reasonable prior notice, to Sellers’ Seller's and the Purchased Subsidiaries’ personnel, its Affiliates' properties, Seller Contracts, Governmental Authorizationscontracts, books and Records records and other documents and data related to the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish make Seller's and its Affiliates' employees reasonably available to Buyer Group with copies of all such Seller Contractsand its Affiliates, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (iv) otherwise cooperate and assistin each case, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with (A) any item for which indemnification is being sought pursuant to this transaction. Each SellerAgreement or any other Transaction Document, Buyer and each officer, employee, Representative, consultant, and adviser (B) any good faith effort of Buyer shall have the right or any of its Affiliates to be present during enforce any environmental assessment of the Assetsits rights under this Agreement or any other Transaction Document, and shall comply with the conditions set forth in this Section 6.1. (C) any inquiry directed to Buyer shall maintainor its Affiliates from any Governmental Body, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained or any response or submission by Buyer pursuant or its Affiliates to any environmental assessment or other due diligence activity as strictly confidentialGovernmental Body, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by(I) the Products, for or on behalf of Buyer(II) the Purchased Assets, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (yIII) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, this Agreement or any other visual inspections of Transaction Document or (D) any Proceeding brought by or against Buyer or its Affiliates with respect to (I) the Facilities and to examine Products, (II) the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protectPurchased Assets, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group (III) this Agreement or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by SellerTransaction Document.

Access and Investigation. (a) Between Subject to Section 5.14 and subject further to that certain Clean Team Agreement dated November 5, 2018 with respect to Competitively Sensitive Information, as defined therein, which definition is incorporated herein and made a part hereof, during the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 7 (the “Pre-Closing DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Companies shall, and shall (i) afford Buyer cause the respective Representatives of the Acquired Companies to, provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s Representatives, “Buyer Group”) reasonable accessoffices, during regular business hoursfacilities, real property, designated personnel and assets and to Sellers’ and the Purchased Subsidiaries’ personnelall existing books, propertiesrecords, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related information relating to the Business Acquired Companies, and Assets, such rights promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books Acquired Companies and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets Acquired Companies, as Buyer Parent may reasonably request, in each case for any reasonable business purpose related to the consummation of the Transactions; provided, however, that any such access shall be conducted at Parent’s expense, at a reasonable time, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Companies. Nothing herein shall require any of the Acquired Companies to disclose any information to Parent if such disclosure would, in the Company’s reasonable discretion, upon the advice of the Company’s outside counsel, and after notice to Parent (ivi) otherwise cooperate and assist, jeopardize any attorney-client or other legal privilege (so long as the Acquired Companies have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto); or (ii) contravene any applicable Legal Requirement or Contract (so long as the Acquired Companies have reasonably cooperated with Parent to permit disclosure to the extent reasonably requested permitted by Buyer, with Buyer’s investigation Legal Requirements (including providing such information under the terms of the properties, assets and financial condition related to Clean Team Agreement if applicable) or the Business and Assets. In addition, subject to Section 6.1(bcontractual counterparty), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter i) Access pursuant to Section 4.1(a) shall include the “Environmental Consultant”) right to conduct Phase I Site Assessments (“Phase I ESA”) on sampling at the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed Company Real Property set forth in Section 6.1(b4.1(b)(i) of the Seller Company Disclosure Letter, such Phase I ESAs Schedule in a manner that complies with the terms of any applicable Real Property Lease and Phase II ESAs to be in accordance does not unreasonably interfere with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) business activities of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedAcquired Companies. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. Without limitation of Seller's representations, warranties, covenants and agreements set forth in the Transaction Documents or Buyer's rights and remedies arising in connection with any breach thereof, Buyer acknowledges that Seller has provided to Buyer prior to signing this Agreement reasonable access to Seller's Representatives and to Seller's Business Records, Tax Returns and other documents and information relating to the Subject Business as requested by Buyer. During the Pre-Closing Period and subject to Section 7.2, the Non-Disclosure Agreement dated August 11, 2005, between Xxxxxx X. Xxxxx & Co. Incorporated, as agent for ACS, and Buyer (the "Confidentiality Agreement"), Applicable Laws and doctrines of attorney-client privilege, Seller shall (a) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, each Seller shall (i) afford provide Buyer and its Representatives (collectivelywith such additional reasonable access to Seller's Business Records, “Buyer Group”) reasonable access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records Tax Returns and other documents and data related information relating to the Subject Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (iib) furnish provide Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group its Representatives with such additional financial, operating and other relevant data and information regarding the Subject Business and Assets as Buyer may reasonably request; . Buyer's access shall not unreasonably interfere with Seller's continuing operation of the Subject Business and (iv) otherwise cooperate shall in all cases be subject to Seller's reasonable safety, security and assistprivacy policies. Except for those Employees and Customers listed on Schedule 6.1, to without Seller's prior written consent, Buyer may not contact any Employee, Seasonal Employee or Customer. To the extent reasonably requested by Buyer, with Buyer’s investigation Buyer does contact any of the propertiesEmployees or Customers listed on Schedule 6.1, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the such contact (i) will be coordinated in advance with Seller and, if Seller elects, shall include Seller, (ii) will be limited to only Phase II ESAs those purposes reasonably necessary for Buyer to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant conduct its due diligence review in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultantAgreement, and adviser of Buyer (iii) shall have the right to be present during any environmental assessment not unreasonably interfere with Seller's continuing operation of the Assets, Subject Business and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintainall cases be subject to Seller's reasonable safety, security and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedprivacy policies. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between Subject to Section 6.1, during the period commencing on the date of this Agreement and ending at the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time (the “Pre-Closing DatePeriod”), upon reasonable notice, the Acquired Companies shall, and upon shall use commercially reasonable advance notice received from Buyerefforts to cause their Representatives to: (a) provide Parent, each Seller shall (i) afford Buyer Merger Sub and its their respective Representatives (collectivelywith reasonable access during normal business hours to the Acquired Companies’ Representatives, “Buyer Group”) reasonable accesspersonnel and assets and to all existing books, during regular business hoursrecords, to Sellers’ and the Purchased Subsidiaries’ personnelTax Returns, properties, Seller Contracts, Governmental Authorizations, books and Records work papers and other documents and data related information relating to the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of SellersAcquired Companies; (iib) furnish Buyer Group provide Parent, Merger Sub and their respective Representatives with such copies of all such Seller Contractsthe existing books, Governmental Authorizationsrecords, books and Records Tax Returns, work papers, product data, and other existing documents and data related information relating to the Business Acquired Companies, and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business Acquired Companies as Parent, Merger Sub and Assets as Buyer their respective Representatives may reasonably request; and (ivc) otherwise cooperate permit Parent and assistMerger Sub’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Acquired Companies responsible for the Acquired Companies’ financial statements and the internal controls of the Acquired Companies to discuss such matters as Parent or Merger Sub may deem necessary or appropriate in order to enable Parent and Merger Sub to satisfy their respective obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding the foregoing, the Acquired Companies may restrict the foregoing access to the extent reasonably requested that any Law applicable to the Acquired Companies requires the Acquired Companies to restrict or prohibit access to any such properties or information or as may be necessary to preserve the attorney-client privilege under any circumstances in which such privilege may be jeopardized by Buyer, with Buyer’s investigation such disclosure or access. The Acquired Companies and Parent and Merger Sub will each use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Propertypreceding sentence apply. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between the date of this Agreement and the Closing DateClosing, and upon reasonable advance notice received from Buyer, each Seller shall and shall cause each Purchased Entity to, (ia) afford provide Buyer and its Representatives (collectively, “Buyer Group”) with reasonable access, during regular business hours, access to Sellers’ and the Purchased Subsidiaries’ personneloffices, properties, Seller Contractsappropriate officers, Governmental Authorizationsemployees, books Books and Records and other documents and data related to of the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (iib) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group its Representatives with such additional financial, operating and other relevant data and information regarding of the Business Business, the Purchased Entities, the Subsidiaries of the Purchased Entities, the Purchased Assets, the Parent IP Assets and Assets the Assumed Liabilities as Buyer may reasonably requestbe requested, including to facilitate Buyer’s review of compliance by the Sellers (with respect to the Business), the Purchased Entities and the Subsidiaries of the Purchased Entities with the Laws referenced in Sections 3.8, 3.9, 3.10, 3.13, 3.14 and 3.15; provided, however, that any Seller or Purchased Entity may refuse Buyer and (iv) otherwise cooperate and assist, its Representatives access to the extent reasonably requested by Buyerthat such access would, in the reasonable determination of any Seller, unreasonably interfere with Buyer’s investigation or result in unreasonable access to any business of any Seller or any portion of the properties, assets and financial condition related to offices or properties of any Seller that is not part of the Business and AssetsBusiness. In addition, subject to Section 6.1(b)For the avoidance of doubt, Buyer shall have will be able to hire external advisors to perform and assist Buyer in intangible, entity, property, and pension valuations between the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs date hereof and the Phase II ESAsClosing Date. Sellers will provide Buyer and Buyer’s external advisors with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters reasonable access to the appropriate Governmental Bodiespeople, unless financials, and facilities of the Sellers for a limited number of individuals representing Buyer is required by applicable Environmental Laws to make such disclosurecomplete the valuations noted previously, in which case Buyer shall so notify Sellers review and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) value the fixed assets between the date hereof and (b) the Closing Date, and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with prepare mapping from Sellers’ employees during reasonable business hours (including 7:00 a.m. accounts/departments to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made availableaccounts/departments. Buyer agrees to protect, defend, indemnify acknowledges that it and hold the Seller Indemnitees harmless from its representatives and against any and all Liabilities occurring on or to the Facilities caused advisors remain bound by the acts or omissions Confidentiality Agreement, dated as of Buyer Group or any Person March 29, 2011, with Parent (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller“Confidentiality Agreement”).

Access and Investigation. (a) Between From the date of this Agreement and hereof until the Closing DateClosing, subject to applicable Law and upon reasonable advance notice received from Buyer, each Seller shall (i) afford will allow Buyer and its Representatives reasonable access during normal business hours (collectivelyunless otherwise agreed by Seller) to, “and furnish them with all documents, records, work papers and financial and other information with respect to, all of the properties, assets, personnel, books, Contracts, Governmental Orders, reports and records relating to any Purchased Assets and Assumed Liabilities as Buyer Group”may reasonably request; provided, that nothing herein will obligate Seller to take any actions that would unreasonably interrupt the normal course of business of Seller or to violate any Law or the terms of any Contract. From the date hereof until the Closing, Seller furnish Buyer and its Representatives with such monthly financial and operating data within a reasonable period of time as Buyer or any of its Representatives may reasonably request. (b) Seller agrees that from the date hereof until the Closing, or earlier termination of this Agreement, upon reasonable accessadvance notice from Buyer, Buyer personally or through its Representatives, shall be entitled to enter upon the Owned Real Property and the Leased Real Property and the improvements thereon, to conduct such physical and environmental inspections, independent appraisals, and other tests, examinations and studies of the Owned Real Property and the Leased Real Property, and Owned Real Property and Leased Real Property records, as Buyer desires, including, without limitation, inspections of the Owned Real Property records and the Leased Real Property accompanied, in the case of site visits, by Seller or Seller’s agent in each instance (but only upon at least twenty-four (24) hours prior notice for each inspection), during regular normal business hours, to Sellers’ and the Purchased Subsidiaries’ personnelprovided, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related to the Business and Assets, that (i) such rights of access to be exercised in a manner that does activities do not unreasonably interfere with the operations of Sellersthe Owned Real Property or the Leased Real Property; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related shall repair any damage to the Business and Assets as Owned Real Property or the Leased Real Property caused by such actions should Buyer may reasonably requestnot proceed to Closing; (iii) furnish Buyer Group with such additional financialshall indemnify, operating defend and save Seller harmless of and from any and all damages caused by Buyer during any site visit; provided, further, that this indemnity shall not include, and shall specifically exclude, any loss, liability, damage, injury, and claims to the extent arising from (A) the negligence, gross negligence or willful misconduct of Seller or Seller’s agents, representatives, contractors, or employees, or (B) the mere discovery by Buyer, or its agents, representatives, contractors or employees, acting within the scope of the investigations permitted hereunder, of the presence of any toxic, hazardous substance or Hazardous Materials (as defined herein) in, on, or under the Owned Real Property and/or the Leased Real Property (exclusive of oil, gas and other relevant data and information regarding the Business and Assets as Buyer may reasonably requestminerals situated thereunder); and (iv) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s investigation of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have not conduct any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (investigations or testing other than a standard “Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be I” environmental site assessment conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegatedASTM E1527-13. (c) Subject For a period of three years following the Closing Date, subject to Sections 6.1(aapplicable Law, Seller shall, and shall cause is Affiliates to, furnish Buyer promptly with copies of documents, records, work papers and information with respect to, all of the properties, assets, personnel, books, Contracts, Governmental Orders, reports and records to the extent relating to any Purchased Assets and Assumed Liabilities that are in Seller’s or its Affiliates’ possession as of the Closing Date; provided, that nothing herein will obligate Seller to take any actions that would unreasonably interrupt the normal course of business of Seller or to violate any Law or the terms of any Contract. Buyer shall bear all out-of-pocket costs and expenses reasonably incurred by it in connection with its exercise of the rights under this Section 6.01(c). (d) Notwithstanding anything to the contrary herein, nothing in this Section 6.01 shall require any Party to provide access to (A) personnel records of any employee of such Person relating to individual performance or evaluation records, medical histories or other information which, in such Person’s good-faith opinion, could subject such Person to risk of liability, or (B) information the disclosure of which, in such Person’s good-faith opinion, (x) would conflict with confidentiality obligations to which such Person is bound, (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client privilege or similar privilege (provided, that, in the case of the foregoing clauses (x) and (b) and upon y), such Person shall use commercially reasonable prior noticeefforts to provide, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given possible, access to the relevant information in a manner that would not reasonably be expected to result in a violation of such confidentiality obligations or the forfeiture or waiver of any such attorney-client or similar privilege) or (z) cause significant competitive harm to Seller and the Business, if the transactions contemplated by this Agreement are not consummated. Prior to the Closing, Buyer Groupand Seller shall work together in good faith to coordinate communication efforts with any suppliers to, or customers of, the Business. (e) regarding Buyer’s actions while uponSeller shall provide Buyer with all keys, entering key cards or leaving any Facility, including any insurance requirements that other entry devices for all locks on the Seller may impose on contractors authorized to perform work on any property owned Owned Real Property at or operated by Sellerimmediately following the Closing.

Access and Investigation. (a) Between Subject to Section 6.1, during the period commencing on the date of this Agreement and ending at the earlier of the termination of this Agreement pursuant to Article VIII and the Effective Time (the “Pre-Closing DatePeriod”), upon reasonable notice, the Acquired Companies shall, and upon shall use commercially reasonable advance notice received from Buyerefforts to cause their Representatives to: (a) provide Parent, each Seller shall (i) afford Buyer Merger Sub and its their respective Representatives (collectivelywith reasonable access during normal business hours to the Acquired Companies’ Representatives, “Buyer Group”) reasonable accesspersonnel and assets and to all existing books, during regular business hoursrecords, to Sellers’ and the Purchased Subsidiaries’ personnelTax Returns, properties, Seller Contracts, Governmental Authorizations, books and Records work papers and other documents and data related information relating to the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of SellersAcquired Companies; (iib) furnish Buyer Group provide Parent, Merger Sub and their respective Representatives with such copies of all such Seller Contractsthe existing books, Governmental Authorizationsrecords, books and Records Tax Returns, work papers, product data, and other existing documents and data related information relating to the Business Acquired Companies, and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business Acquired Companies as Parent, Merger Sub and Assets as Buyer their respective Representatives may reasonably request; and (ivc) otherwise cooperate permit Parent and assistMerger Sub’s officers and other employees to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers and managers of the Acquired Companies responsible for the Acquired Companies’ financial statements and the internal controls of the Acquired Companies to discuss such matters as Parent or Merger Sub may deem necessary or appropriate in order to enable Parent and Merger Sub to satisfy their respective obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Notwithstanding the foregoing, the Acquired Companies may restrict the foregoing access to the extent reasonably requested that any Law applicable to the Acquired Companies requires the Acquired Companies to restrict or prohibit access to any such properties or information or as may be necessary to preserve the attorney-client privilege under any circumstances in which such privilege may be jeopardized by Buyer, with Buyer’s investigation such disclosure or access. The Acquired Companies and Parent and Merger Sub will each use their commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure under circumstances in which the restrictions of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Propertypreceding sentence apply. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, each Seller shall (iand Seller shall cause Unique Fabrications to) (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, “"Buyer Group”") reasonable full and free access, during regular business hours, to Sellers’ Seller's and the Purchased Subsidiaries’ Unique Fabrications' personnel, propertiesproperties (including subsurface testing), Seller Contracts, Governmental AuthorizationsPermits, books and Records and other documents and data related to the Business and Assetsdata, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of SellersSeller or Unique Fabrications; (iib) furnish Buyer Group with copies of all such Seller Contracts, Governmental AuthorizationsPermits, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iiic) furnish Buyer Group with such additional non-privilege, financial, legal, environmental, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (ivd) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s 's investigation of the properties, assets and financial condition related to the Business and AssetsSeller or Unique Fabrications. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer’s 's sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility the Real Property and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered subsurface or other destructive testing is recommended by any environmental assessment conducted by, for or on behalf of BuyerBuyer Group, Buyer agrees that Sellers shall be permitted to have the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case same performed and Buyer shall so notify Sellers be responsible for all costs associated with the testing, including without limitation the disposal of soils or other media generated during the testing, and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold harmless Seller and Unique Fabrications for all Damages as a result of such testing. Without limiting the generality of the foregoing and as soon as practicable after the date of this Agreement, Seller Indemnitees harmless from shall (and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Seller shall cause Unique Fabrications to) provide Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rulesSeller's and Unique Fabrications' payroll information in possession of Seller, regulations Unique Fabrications and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the payroll processor of Seller may impose on contractors authorized to perform work on any property owned or operated by Sellerand Unique Fabrications.

Access and Investigation. (a) Between During the period from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Section 8 (the “Pre-Closing DatePeriod”), and upon reasonable advance notice received from Buyerto the Company, each Seller the Acquired Corporations shall, and shall (i) afford Buyer cause the respective Representatives of the Acquired Corporations to provide Parent and its Parent’s Representatives (collectivelywith reasonable access during normal business hours of the Company to the Company’s designated Representatives and assets and to all existing books, “Buyer Group”) reasonable accessrecords, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records and other documents and data related information relating to the Business Acquired Corporations, and Assets, such rights promptly provide Parent and Parent’s Representatives with all reasonably requested information regarding the business of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books Acquired Corporations and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets Acquired Corporations, as Buyer 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 Acquired Corporations and in such a manner as not to unreasonably interfere with the normal operation of the business of the Acquired Corporations. Nothing herein shall require any of the Acquired Corporations to disclose any information to Parent if such disclosure would, in its reasonable discretion and after notice to Parent (ivi) otherwise cooperate jeopardize any attorney-client or other legal privilege (so long as the Acquired Corporations have reasonably cooperated with Parent to permit such inspection of or to disclose such information on a basis that does not waive such privilege with respect thereto), (ii) contravene any applicable Legal Requirement (so long as the Acquired Corporations have reasonably cooperated with Parent and assist, used reasonable best efforts to permit disclosure to the extent permitted by Legal Requirements) or (iii) contravene any Contract to which an Acquired Corporation is a party (so long as the Acquired Corporations have reasonably requested by Buyer, cooperated with Buyer’s investigation of the properties, assets Parent and financial condition related used reasonable best efforts to permit disclosure to the Business and Assetsextent permitted by such Contract). In additionWith respect to the information disclosed pursuant to this Section 5.1, subject to Section 6.1(b), Buyer Parent shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assetscomply with, and shall instruct Parent’s Representatives to comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintainwith, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity of its obligations under the Confidential Disclosure Agreement dated March 21, 2019, as strictly confidentialamended April 22, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In 2019, between the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be Company and Parent (the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated“Confidentiality Agreement”). (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Seller.

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, Sellers will, and upon reasonable advance notice received from Buyer, each Seller shall will cause the Company and its Representatives to: (ia) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, “Buyer Group”"Buyer's Advisors") reasonable access, during regular business hours, access to Sellers’ and the Purchased Subsidiaries’ personnel, Company's properties, Seller Contracts, Governmental Authorizationscontracts, books and Records records, and other documents and data related data, and will permit Buyer to contact any third party from whom information is sought relevant to the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of SellersContemplated Transactions; (iib) furnish Buyer Group and Buyer's Advisors with full and complete copies of all such Seller Contracts, Governmental Authorizationscontracts, books and Records records, and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iiic) furnish Buyer Group and Buyer's Advisors with such additional financial, operating operating, and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; and (ivd) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with facilitate Buyer’s investigation due diligence visits with certain primary vendors and customers of the propertiesCompany as specifically provided for herein. Notwithstanding the foregoing, assets any contact with employees, vendors, and financial condition related to customers of the Business Group shall be made only with Sellers’ prior approval and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected after all other due diligence has been completed by Buyer Groupand all other relevant materials issues have been agreed to and concluded between the parties. BUYER SHALL PROTECT, at Buyer’s sole cost and expenseDEFEND, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure LetterINDEMNIFY AND HOLD THE GROUP MEMBERS AND THEIR AFFILIATES HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS AND LOSSES CAUSED DIRECTLY OR INDIRECTLY BY THE ACTS OR OMISSIONS OF BUYER OR BUYER’S REPRESENTATIVES IN CONNECTION WITH ANY DUE DILIGENCE CONDUCTED PURSUANT TO OR IN CONNECTION WITH THIS AGREEMENT, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1INCLUDING ANY SITE VISITS AND ENVIRONMENTAL SAMPLING. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations regulations, policies and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions Group while upon, entering or leaving any FacilityGroup Member’s property, including any insurance requirements that the Seller Group may impose on contractors authorized to perform work on any property owned or operated by Sellerthe Group. Buyer shall not unreasonably interfere with the day-to-day operations of the business of the Group.

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, each Buyer shall coordinate with the Representatives of Seller (Xxx Xxxxxxx for operational matters and Xxxxxx Xxxxxxx for financial matters), and Seller shall (iand Shareholders shall cause Seller to) (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, “the "Buyer Group”") reasonable full and free access, during regular business hours, to Sellers’ and the Purchased Subsidiaries’ Seller's personnel, propertiesproperties (including subsurface testing), Seller Contracts, Governmental Authorizations, books and Records and other documents and data related to the Business and Assetsdata, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of SellersSeller; (iib) furnish the Buyer Group with copies of all such Seller Contracts, Governmental Authorizations, books and Records and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iiic) furnish the Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer may reasonably request; (d) cooperate with Buyer in its review of the internal and disclosure controls of Seller as Buyer shall deem necessary for Buyer to satisfy its obligations under Section 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002 and any rules and regulations promulgated thereunder; and (ive) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s 's investigation of the properties, assets and financial condition related to the Business and AssetsSeller. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility the Real Property and Tangible Personal Property inspected by the Buyer Group, at Buyer’s 's sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility the Real Property and Tangible Personal Property. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered subsurface or other invasive testing is recommended by any environmental assessment conducted by, for or on behalf of Buyerthe Buyer Group, Buyer agrees that Sellers shall shall, upon notice to Seller, be permitted to have the responsible parties for disclosing such matters same performed prior to the appropriate Governmental BodiesClosing Date, unless Buyer is required by applicable Environmental Laws to make provided such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult testing does not unreasonably interfere with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections the operation of the Facilities and to examine the environmental records Business at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made availablethat location. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or physical damage to the Facilities caused by that directly results from the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while upon, entering 's inspection and subsurface or leaving any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned or operated by Sellerinvasive testing.

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, Seller and upon reasonable advance notice received from BuyerAFT will, and will cause each Seller shall Acquired Company and its representatives to, (ia) afford Buyer Purchaser and its Representatives representatives and prospective lenders and their representatives (collectively, “Buyer Group”) "Purchaser's Advisors"), upon reasonable accessnotice, reasonable access during regular normal business hourshours to Seller's, to Sellers’ AFT's and the Purchased Subsidiaries’ Acquired Companies' personnel, propertiesproperties (including subsurface testing), Seller Contracts, Governmental Authorizationscontracts, books and Records records, and other documents and data related to the Business and Assets, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellersdata; (iib) furnish Buyer Group Purchaser and Purchaser's Advisors with copies of all such Seller Contracts, Governmental Authorizationscontracts, books and Records records, and other existing documents and data related to the Business and Assets as Buyer may reasonably request; (iii) furnish Buyer Group with such additional financial, operating and other relevant data and information regarding the Business and Assets as Buyer Purchaser may reasonably request; and (ivc) otherwise cooperate furnish Purchaser and assistPurchaser's Advisors with such additional financial, operating, and other data and information as Purchaser may reasonably request; provided, however, that Purchaser covenants and agrees to use best efforts to avoid interfering with the extent reasonably requested by Buyer, with Buyer’s investigation normal Business operations of the properties, assets and financial condition related to the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal PropertyAcquired Companies. (b) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer Purchaser hereby agrees to pay, protect, defend, indemnify and hold the save Seller Indemnitees and AFT harmless from against all liabilities, obligations, claims (including mechanic's lien claims), damages, penalties, causes of action, judgments, costs and expenses (including, without limitation, attorneys' fees and expenses) imposed upon, incurred by or asserted against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group them or any Person (other than the Environmental Consultant) acting on Buyer’s behalf Acquired Companies in connection with or arising out of the entry prior to Closing upon any due diligenceLeased Real Property by Purchaser and Purchaser's Advisors, including and the actions of such persons on the Leased Real Property. In the event any site visits part of the Leased Real Property is damaged or excavated by Purchaser and environmental samplingPurchaser's Advisors, Purchaser agrees in the event Contemplated Transactions are not consummated, to make such additional payments to Seller as may be reasonably required to return the Leased Real Property to its condition immediately prior to such damage or excavation. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (Notwithstanding any provision to the extent reasonable notice thereof has been given to Buyer Group) regarding Buyer’s actions while uponcontrary herein, entering Purchaser's obligations under this paragraph shall survive the expiration or leaving any Facilitytermination of this Agreement, including any insurance requirements that and shall survive the Seller may impose on contractors authorized to perform work on any property owned or operated by SellerClosing.

Access and Investigation. (a) Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyersubject to the terms of the Confidentiality Agreement between Target and Buyer Parent dated April 11, each Seller 2006 (the “Confidentiality Agreement”), Target shall (i) afford Buyer, Buyer Parent, and its their respective Representatives and prospective lenders and their Representatives (collectively, “Buyer GroupBuyer’s Advisors”) reasonable full and free access, during regular normal business hourshours and upon reasonable prior notice to Target, to Sellers’ and the Purchased Subsidiaries’ Target’s personnel, properties, Seller Contracts, Governmental Authorizations, books and Records records and other documents and data related to the Business and Assetsdata, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer, Buyer Group Parent and Buyer’s Advisors with copies of all such Seller Contracts, Governmental Authorizations, books and Records records, and other existing documents and data related to the Business and Assets as Buyer or Buyer Parent may reasonably request; request and (iii) furnish Buyer, Buyer Group Parent and Buyer’s Advisors with such additional financial, operating operating, and other relevant data and information regarding the Business and Assets as Buyer Parent may reasonably request; , in the case of clauses (i), (ii) and (iviii) otherwise cooperate above following a determination by Buyer Parent that such access or information is reasonably necessary to consummate the transactions contemplated by this Agreement. Buyer Parent and assistTarget agree to identify, as promptly as practicable after the date hereof, a select group of customers of Target that Buyer Parent and its Representatives may contact as part of their due diligence. The manner, means and method of communication with such customers shall be subject to the approval of Target, which approval shall not be unreasonably withheld, conditioned or delayed. In no event may Buyer Parent and its Representatives contact any customer of Target without prior approval of Target. Each of Buyer and Buyer Parent agrees to conduct such inquiries with reasonable discretion and sensitivity to Target’s relationships with its employees, customers and suppliers, to conduct such inquiries only in accordance with the extent reasonably requested by Buyer, with Buyer’s investigation terms of the propertiesConfidentiality Agreement, assets and financial condition related not to interfere unreasonably with the Business and Assets. In addition, subject to Section 6.1(b), Buyer shall have conduct of the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal PropertyBusiness. (b) Sellers have retained HBC Terracon For a period of seven (7) years after the Closing Date, each of Buyer and Buyer Parent shall maintain the books and records in existence as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs Closing Date relating to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs Target and the Phase II ESAsBusiness. Sellers will provide Buyer with a copy Following the Closing, each of all Phase I ESAs and Phase II ESAs prepared by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, Buyer Parent shall afford promptly to Target and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, Target Stockholders and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, their Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated. (c) Subject to Sections 6.1(a) and (b) and upon after reasonable prior notice, Sellers shall permit Buyer Group to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. to 6:00 p.m., Monday through Friday) and to conduct, at Buyer’s sole risk and expense, any other visual inspections of the Facilities and to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays access to the reasonable extent such access can be made available. Buyer agrees to protectproperties, defendbooks, indemnify records, employees and hold the Seller Indemnitees harmless from auditors of and against any and all Liabilities occurring on or with respect to the Facilities caused by the acts or omissions of Buyer Group or any Person (other than the Environmental Consultant) acting on Buyer’s behalf in connection with any due diligence, including any site visits and environmental sampling. Buyer Group agrees to comply fully with all rules, regulations and instructions issued by Sellers (Business to the extent reasonable notice thereof has been given necessary to permit Target and the Target Stockholders to determine any matter relating to their rights and obligations hereunder or to any period ending on or before the Closing Date. Such access by such Persons may not unreasonably interfere with the conduct of the Business or Buyer Group) regarding Buyer’s actions while uponor Buyer Parent. Such access shall be subject to the terms of the Confidentiality Agreement, entering or leaving any Facility, including any insurance requirements that substituting Target and the Seller may impose on contractors authorized to perform work on any property owned or operated by SellerTarget Stockholders for Buyer Parent therein for this purpose.

Access and Investigation. (a) Between Subject to the terms of the Confidentiality Agreement, which the Parties agree will continue in full force following the date of this Agreement, during the period commencing on the date of this Agreement and ending at the earlier of the termination of this Agreement pursuant to its terms or the Effective Time (the "Pre-Closing DatePeriod"), upon reasonable notice NitroMed shall, and upon shall cause NitroMed's Representatives to: (a) provide Deerfield and Deerfield's Representatives with reasonable advance notice received from Buyeraccess during normal business hours to NitroMed's Representatives, each Seller shall (i) afford Buyer personnel and its Representatives (collectivelyassets and to all existing books, “Buyer Group”) reasonable accessrecords, during regular business hoursTax Returns, to Sellers’ and the Purchased Subsidiaries’ personnel, properties, Seller Contracts, Governmental Authorizations, books and Records work papers and other documents and data related information relating to the Business NitroMed and Assets, its Subsidiaries and (b) provide Deerfield and Deerfield's Representatives with such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Sellers; (ii) furnish Buyer Group with copies of all such Seller Contractsthe existing books, Governmental Authorizationsrecords, books and Records Tax Returns, work papers, product data, and other existing documents and data related information relating to the Business NitroMed and Assets as Buyer may reasonably request; (iii) furnish Buyer Group its Subsidiaries, and with such additional financial, operating and other relevant data and information regarding the Business NitroMed and Assets its Subsidiaries as Buyer Deerfield may reasonably request; and (iv) otherwise cooperate and assist, to . Without limiting the extent reasonably requested by Buyer, with Buyer’s investigation generality of any of the propertiesforegoing, assets during the Pre-Closing Period, NitroMed shall promptly provide Deerfield with copies of: (i) the unaudited monthly consolidated balance sheets of NitroMed as of the end of each calendar month and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows for such calendar month, which shall be delivered within thirty (30) days after the end of such calendar month; (ii) all material operating and financial condition related to the Business reports prepared by NitroMed for its senior management, including sales forecasts, marketing plans, development plans, discount reports, write off reports, hiring reports and Assets. In addition, subject to Section 6.1(b), Buyer shall have the right to have any Facility and Tangible Personal Property inspected by Buyer Group, at Buyer’s sole cost and expense, capital expenditure reports prepared for purposes of determining the physical condition and legal characteristics of any Facility and Tangible Personal Property.its senior management; (biii) Sellers have retained HBC Terracon as their environmental consultant (hereinafter the “Environmental Consultant”) to conduct Phase I Site Assessments (“Phase I ESA”) on the Facilities and surface any written materials or subsurface investigation or invasive or destructive sampling (hereinafter a “Phase II ESA”) on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, such Phase I ESAs and Phase II ESAs to be in accordance with ASTM Standards. Buyer agrees that the only Phase II ESAs to be conducted shall be on the Facilities listed in Section 6.1(b) of the Seller Disclosure Letter, unless Sellers, in their sole discretion, determine otherwise. Sellers will bear the costs of the Phase I ESAs and the Phase II ESAs. Sellers will provide Buyer with a copy of all Phase I ESAs and Phase II ESAs prepared communications sent by the Environmental Consultant in connection with this transaction. Each Seller, Buyer and each officer, employee, Representative, consultant, and adviser of Buyer shall have the right to be present during any environmental assessment of the Assets, and shall comply with the conditions set forth in this Section 6.1. Buyer shall maintain, and shall cause its officers, employees, Representatives, consultants and advisors to maintain, all information obtained by Buyer pursuant to any environmental assessment or other due diligence activity as strictly confidential, unless disclosure of any facts discovered through such environmental assessment is required under any Environmental Laws. In the event that any necessary disclosures under applicable Environmental Laws are required with respect to matters discovered by any environmental assessment conducted by, for or on behalf of Buyer, Buyer agrees that Sellers shall be the responsible parties for disclosing such matters NitroMed to the appropriate Governmental Bodies, unless Buyer is required by applicable Environmental Laws to make such disclosure, in which case Buyer shall so notify Sellers and (x) allow Sellers a reasonable time to make such disclosure if such disclosure may be delegated or (y) consult with Sellers regarding such disclosure if such disclosure may not be delegated.its stockholders; (civ) Subject to Sections 6.1(a) and (b) and upon reasonable prior any notice, Sellers shall permit Buyer Group document or other communication sent by or on behalf NitroMed to consult with Sellers’ employees during reasonable business hours (including 7:00 a.m. any party to 6:00 p.m., Monday through Friday) and any material NitroMed Contract or sent to conduct, at Buyer’s sole risk and expense, NitroMed by any other visual inspections of the Facilities and party to examine the environmental records at such Facilities. Sellers shall also coordinate with Buyer to allow site visits and inspections at the field sites on Saturdays to the reasonable extent such access can be made available. Buyer agrees to protect, defend, indemnify and hold the Seller Indemnitees harmless from and against any and all Liabilities occurring on or to the Facilities caused by the acts or omissions of Buyer Group or any Person material NitroMed Contract (other than any communication that relates solely to routine commercial transactions between NitroMed and the Environmental Consultantother party to any such material NitroMed Contract and that is of the type sent in the Ordinary Course of Business); (v) acting any notice, report or other document filed with or otherwise furnished, submitted or sent to any Governmental Body on Buyer’s behalf NitroMed in connection with the Merger or any due diligenceof the Contemplated Transactions; (vi) any non-privileged notice, including document or other communication sent by or on behalf of, or sent to, NitroMed relating to any site visits and environmental samplingpending or threatened Legal Proceeding involving or affecting NitroMed; and (vii) any material notice, report or other document received by NitroMed from any Governmental Body. Buyer Group agrees to comply fully with all rulesNotwithstanding the foregoing, regulations and instructions issued by Sellers (NitroMed may restrict the foregoing access to the extent reasonable notice thereof has been given that any Legal Requirement applicable to Buyer Group) regarding Buyer’s actions while upon, entering NitroMed requires NitroMed or leaving its Subsidiaries to restrict or prohibit access to any Facility, including any insurance requirements that the Seller may impose on contractors authorized to perform work on any property owned such properties or operated by Sellerinformation.