Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement (the "Pre-Closing Period"), the Company shall, GHX shall (and shall cause the respective Representatives of the Acquired Corporations its Subsidiaries to: ): (a) provide Parent the Stockholder and Parent's the Stockholder’s Representatives with reasonable access during normal business hours hours, upon reasonable notice to the Acquired Corporations' RepresentativesGHX, to GHX’s and its Subsidiaries’ personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsGHX or its Subsidiaries; and (b) provide Parent or make available to the Stockholder and Parent's the Stockholder’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to GHX or its Subsidiaries as the Acquired Corporations as Parent Stockholder may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations Period and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, GHX and the Stockholder shall promptly provide the other party with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of GHX or the Acquired Corporations Stockholder, as applicable, in connection with the Merger or any of the other Contemplated Transactions; and . The foregoing shall not require GHX to permit any inspection, or to disclose any information, that in the reasonable judgment of GHX could reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of GHX with respect to confidentiality if GHX shall have used reasonable efforts to obtain the consent of such third party to such inspection or disclosure, (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies waiver of any material notice, report applicable attorney-client privilege so long as GHX has taken reasonable steps to permit inspection of or other document filed to disclose information described in this clause (ii) on a basis that does not compromise GHX’s privilege with respect thereto or sent to (iii) the violation of any Governmental Body on behalf of Parent applicable Legal Requirement. The parties shall seek in good faith appropriate substitute disclosure arrangements under circumstances in which the immediately preceding sentence applies. No investigation by the Stockholder shall limit or Merger Sub in connection with the Merger or otherwise affect any of the other Contemplated Transactionsrepresentations, warranties, covenants or obligations of GHX contained in this Agreement.

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

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7 or the Acceptance Time (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable advance written notice to the Company the Company shall, and shall cause the respective Representatives of the Acquired Corporations its Subsidiaries to: (a) provide the Representatives of Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating of the Company or any of its Subsidiaries, in each case as reasonably requested by Parent; provided, that any such access shall be conducted at a reasonable time and in such a manner as not to interfere unreasonably with the Acquired Corporationsoperation of any business conducted by the Company or any of its Subsidiaries; and (b) provide the Representatives of Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to of the Acquired Corporations Company and its Subsidiaries as Parent may reasonably requestrequested by Parent. During the Pre-Closing Period, the Company and the Parent shall, and shall cause the their respective Representatives of each of the Acquired Corporations to, permit Parent's cause their senior officers to meet, upon reasonable notice and during normal business hours, with the their respective chief financial officer officers and other officers of the Company responsible for the Company's ’s and Parent’s financial statements and the internal controls of the Acquired Corporations controls, respectively, to discuss such matters as the Company or Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating theretoappropriate. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: Period (ibut subject to applicable Legal Requirements, and except in the case of any document relating to any Acquisition Proposal, Superior Offer or Triggering Event), (x) the Company and Parent shall each promptly provide Parent the other with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Target Companies or Parent or Purchaser in connection with the Merger or any of the other Contemplated TransactionsTransactions a reasonable time in advance of the filing or sending of such document in order to permit a review thereof, and (y) schedule a weekly meeting (either in person or by phone or video link) of the senior management of the Target Companies with Representatives of Parent to discuss any topics material to the operation of the Target Companies that arose in the prior week or are reasonably expected to arise in the coming week. Nothing herein shall require the Company or Parent to disclose any information if such disclosure would jeopardize any attorney-client privilege or contravene any applicable Legal Requirement or binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which a Target Company is a party); and provided that the parties shall, to the extent reasonably practicable, disclose such information without jeopardizing such privilege or contravening such Legal Requirements or binding agreements. Nothing in this Section 4.1 shall require the Company to permit any inspection of, or to disclose: (i) any information concerning Acquisition Proposals, which shall be governed by Section 4.4, (ii) any information regarding the deliberations of the Company Board or the Special Committee with respect to the Contemplated Transactions or any similar transaction or transactions with any other person, the entry into the Agreement, or any materials provided to the Company Board or Special Committee in connection therewith, or (iii) materials prepared by the Company’s, the Company Board’s, or any Special Committee’s financial, accounting, or legal advisors with respect to the Contemplated Transactions or which is subject to applicable Antitrust Laws, Parent an attorney/client or an attorney work product privilege. All information exchanged pursuant to this Section 4.1 shall promptly provide be subject to the Confidentiality Agreement. No access or information pursuant to this Section 4.1 shall affect or be deemed to modify any representation or warranty made or deemed made by the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactionsherein.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of through the earlier to occur of the Effective Time or and the termination of this Agreement in accordance with its terms (the "“Pre-Closing Period"”), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Corporations to: Companies to (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the Acquired Corporations' respective Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; Companies, and (bii) provide or make available Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) , the Company shall promptly provide or make available to Parent with copies of: of (A) upon all material operating and financial reports prepared by the request Company for the Company’s senior management, including if any (1) copies of Parent, the unaudited monthly consolidated balance sheets of the Acquired Corporations Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of shareholders’ equity and statements of cash flows; , (2) copies of any sales forecasts, marketing plans, development plans, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management, and (3) to the extent not otherwise publicly available in the Company’s filings with the SEC on the SEC website, copies of the audited annual consolidated financial statements of the Company and its consolidated subsidiaries, (B) subject any written materials or communications sent by or on behalf of the Company to applicable Antitrust Lawsits shareholders, (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies to any party to any Acquired Company Contract or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Contract and that is of the type sent in the ordinary course of business and consistent with past practices), (D) any notice, report or other document filed with or delivered or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; transactions contemplated by this Agreement, and (iiE) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or received by any of the other Contemplated TransactionsAcquired Companies from any Governmental Body. Any investigation conducted pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companies.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired Corporations Company, as Parent the case may reasonably requestbe. During the Pre-Pre- Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations Company Entities to, permit Parent's ’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer Chief Financial Officer and other officers of the Company responsible for the Company's ’s financial statements and the internal controls of the Acquired Corporations Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the Chief Financial Officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust LawsLegal Requirements, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Company Entities or any of the other Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions.

Access and Investigation. During Subject to applicable Law, during the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement (the "Pre-Closing Period"), the Company shall, shall ensure that each of the Company’s controlled Subsidiaries (excluding, for the avoidance of doubt, GAC) shall, and shall use reasonable best efforts to cause the respective Representatives (including by exercising any rights under any applicable governing document) each of the other Acquired Corporations Companies to: (ai) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the such Acquired Corporations' RepresentativesCompany and its personnel, personnel properties and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Acquired Company upon reasonable advance notice during normal business hours and in such a manner as not to unreasonably interfere with the normal operation of the business of such Acquired CorporationsCompany; and (bii) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the such Acquired Corporations Company, and with such additional financial, operating and other data and information (including preparing and providing complete lists or reports of employee and independent contractor information reasonably requested by Parent) regarding such Acquired Company, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (Biii) subject use commercially reasonably efforts to applicable Antitrust Lawscause such Acquired Companies’ third-party Representatives to cooperate with Parent and Parent’s Representatives in such investigations; provided, that no information or knowledge obtained by Parent or Merger Sub or investigation pursuant to this Section 4.1 or otherwise shall affect or be deemed to modify any noticerepresentation, report warranty, covenant or other document filed with agreement made by the Company herein or sent the conditions to any Governmental Body on behalf the obligation of any of party to effect the Acquired Corporations Merger and otherwise consummate the Contemplated Transactions in connection accordance with the Merger terms and provisions hereof or otherwise prejudice in any of way the other Contemplated Transactions; rights and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in connection this Agreement; provided, further, that the foregoing shall not require the Acquired Companies to permit any inspection, or to disclose any information, that would reasonably be expected to (a) result in the disclosure of any trade secrets of third parties or violate any of its obligations to third parties with respect to confidentiality, (b) result in a waiver or otherwise jeopardize the Merger protection of any applicable privilege (including attorney‑client privilege) or other immunity or protection or (c) contravene any (1) Law applicable to any of the Acquired Companies or their respective businesses or (2) Contract to which any of the Acquired Companies is a party or by which any of their assets or properties are bound (so long as the Acquired Companies have used commercially reasonably efforts to obtain the required consent of such third party to such inspection or disclosure). All requests for access or information made pursuant to this Section 4.1 shall be directed to an executive officer or other Contemplated TransactionsPerson designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreement.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as of the earlier of through the Effective Time or the termination of this Agreement (the "“Pre-Closing Period"”), the Company Acquired Companies shall, and shall cause the respective their Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' Companies’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's ’s Representatives with such copies of the such existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, as Parent may reasonably request. During ; provided, however, that no information discovered through the Pre-Closing Periodaccess afforded by this 4.1 shall be deemed to amend or supplement the Disclosure Schedule or prevent or cure any misrepresentations, the Company shall, and shall cause the Representatives breach of each warranty or breach of the Acquired Corporations to, permit Parent's senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating theretocovenant. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) , the Company shall promptly provide Parent with copies of: (Ai) upon the request of Parent, unaudited monthly consolidated balance sheets management accounts of the Acquired Corporations Companies and the related unaudited monthly consolidated statements of operations, and, if prepared, management accounts relating to the operations and statements of cash flows, together with all other material operating and financial reports prepared by the Company for the Company’s senior management; and (Bii) subject to applicable Antitrust Laws, any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations Companies in connection with the Merger or any of the other Contemplated Transactionstransactions contemplated by the Agreement; and (iiiii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or received by any of the Acquired Companies from any Governmental Body; and (iv) any non-privileged notice, document or other Contemplated Transactionscommunication sent by or on behalf of, or sent to, the Acquired Companies relating to any pending or threatened Legal Proceeding involving or affecting the Acquired Companies.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time or and the termination of this Agreement (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide furnish promptly to Parent and Parent's ’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. During All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the other Acquired Corporations to, permit (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent's senior officers to meet’s plans for conducting the combined operations of Parent and its Subsidiaries, upon reasonable notice and during normal business hours, together with the chief financial officer Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and other officers (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger 39 Mergers or any of the other Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or transactions contemplated by this Agreement without the Company's Representatives with copies of any material notice’s prior written consent (which consent shall not be unreasonably withheld, report conditioned or other document filed with or sent to any Governmental Body on behalf of Parent or delayed), and Parent, Merger Sub in connection with the and Merger or LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the other Contemplated TransactionsCompany.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with Article 8 (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired Corporations Company, as Parent the case may reasonably requestbe. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations Company Entities to, permit Parent's ’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's ’s financial statements and the internal controls of the Acquired Corporations Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust LawsLegal Requirements, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Company Entities or any of the other Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions.

Access and Investigation. During Subject to the terms of the Confidentiality Agreements, during the period commencing on upon the date execution and delivery of this Agreement and ending as by all of the parties hereto and terminating upon the earlier to occur of the Effective Time or and the termination of this Agreement (the "Pre-Closing Period"), the Company shall, pursuant to and shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's Representatives in accordance with reasonable access during normal business hours to the Acquired Corporations' Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations to, permit Parent's senior officers to meetSection 10.1, upon reasonable notice and during normal business hours, with the chief financial officer Company shall, and other officers shall cause the officers, employees, auditors and agents of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoingeach Company Subsidiary to, during the Pre-Closing Period: (i) afford the officers, employees and authorized agents and representatives of Parent reasonable access to the offices, properties, books and records and appropriate officers, employees and representatives of the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operationsCompany Subsidiaries, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; and (ii) subject furnish to applicable Antitrust Lawsthe officers, employees and authorized agents and representatives of Parent such additional financial, Tax and operating data and other information regarding the assets, properties, goodwill and business of the Company and the Company Subsidiaries as Parent may from time to time reasonably request; provided, however, that Parent shall promptly provide not unreasonably interfere with any of the businesses or operations of the Company or any Company Subsidiary. Subject to the Company's Representatives terms of the Confidentiality Agreements, during the period commencing upon the execution and delivery of this Agreement by all of the parties hereto and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with copies Section 10.1, upon reasonable notice and during normal business hours, Parent shall, and shall cause the officers, employees, auditors and agents of Parent and each Parent Subsidiary to, (i) afford the officers, employees and authorized agents and representatives of the Company reasonable access to the offices, properties, books and records and appropriate officers, employees and representatives of Parent and the Parent Subsidiaries, and (ii) furnish to the officers, employees and authorized agents and representatives of the Company such additional financial, Tax and operating data and other information regarding the assets, properties, goodwill and business of Parent and the Parent Subsidiaries as the Company may from time to time reasonably request; provided, however, that the Company shall not unreasonably interfere with any material notice, report of the businesses or other document filed with or sent to any Governmental Body on behalf operations of Parent or Merger Sub in connection with the Merger or any of the other Contemplated TransactionsParent Subsidiary.

Access and Investigation. During Subject to the confidentiality provisions of the Nondisclosure Agreement, during the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or and the valid termination of this Agreement (the "“Pre-Closing Period"”), the Company shall, and the Company shall cause the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours to the Acquired Corporations' ’ Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide Parent and Parent's ’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations as Parent may reasonably request. During Subject to the confidentiality provisions of the Nondisclosure Agreement, during the Pre-Closing Period, the Company shall, and the Company shall cause the Representatives of each of the Acquired Corporations to, permit Parent's ’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's ’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent Parent, after the Closing, to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) , the Company shall shall, subject to the confidentiality provisions of the Nondisclosure Agreement, promptly provide Parent with copies of: (Ai) upon all material operating and financial reports prepared by the request Acquired Corporations for the Company’s senior management, including copies of Parent, the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of stockholders’ equity and statements of cash flows; (ii) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any material notice, document or other communication (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business and consistent with past practices) sent by or on behalf of any of the Acquired Corporations to any party to any Company Contract or sent to any of the Acquired Corporations by any party to any Company Contract; (Biv) subject to applicable Antitrust Laws, any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; and (iiv) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or received by any of the other Contemplated TransactionsAcquired Corporations from any Governmental Body.

Access and Investigation. (a) During the period commencing on from the date of this Agreement and ending as of until the earlier of the Effective Time or and the termination of this Agreement (the "“Pre-Closing Period"”), upon reasonable advance notice to the Company, the Company shall, and shall cause its Subsidiaries and the respective Representatives of the Acquired Corporations to: (a) provide Parent and Parent's ’s Representatives with reasonable access during normal business hours of the Company to the Acquired Corporations' ’ Representatives, personnel and personnel, properties, assets and to all existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations; and (b) provide furnish promptly to Parent and Parent's ’s Representatives with such copies of the existing books, Contracts, projections, plans, records, filings, submissions, Tax Returns, work papers and other documents and information relating to the Acquired Corporations Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations’ business, properties, prospects and personnel, as Parent may reasonably request; provided, however, that any such access shall be conducted at Parent’s expense, under the supervision of appropriate personnel of the Company, and in such a manner as to not to interfere unreasonably with the normal operation of the business of the Company. During All requests for information made pursuant to this Section 5.1(a) shall be directed to the executive officer or other Person designated by the Company. In addition, during the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the other Acquired Corporations to, permit (i) furnish, as promptly as reasonably practicable, to Parent a copy of all monthly and other interim financial statements as the same become available, (ii) cause one or more of its designated Representatives to confer on a reasonable basis with designated Representatives of Parent to report operational matters of materiality and the general status of ongoing operations, including the status of customer relations, order backlog and future plans to service customer needs, and (iii) cooperate with Parent as it reasonably requests to assist Parent in planning to implement Parent's senior officers to meet’s plans for conducting the combined operations of Parent and its Subsidiaries, upon reasonable notice and during normal business hours, together with the chief financial officer Acquired Corporations, after the Effective Time; provided, however, that in no event shall any action described in clauses (i), (ii) and other officers (iii) interfere unreasonably with the normal operation of the business of the Company. With respect to the information disclosed pursuant to this Section 5.1, Parent shall comply with, and shall instruct the applicable Representatives of Parent to comply with, all of its confidentiality and non-use obligations under the Confidentiality Agreement dated November 12, 2014, between the Company and Parent (the “Confidentiality Agreement”). Notwithstanding anything herein to the contrary, Parent, Merger Sub or Merger LLC shall not, and shall cause their respective Representatives not to, contact any customer or vendor of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Mergers or any of the other Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or transactions contemplated by this Agreement without the Company's Representatives with copies of any material notice’s prior written consent (which consent shall not be unreasonably withheld, report conditioned or other document filed with or sent to any Governmental Body on behalf of Parent or delayed), and Parent, Merger Sub in connection with the and Merger or LLC acknowledge and agree that any such contact shall be arranged and supervised by Representatives of the other Contemplated TransactionsCompany.

Access and Investigation. During the period commencing on the date of this Agreement and ending as of the earlier of the Effective Time or the termination of this Agreement in accordance with ‎Article 8 (the "“Pre-Closing Period"”), subject to applicable Legal Requirements (including attorney-client privilege and work product doctrine) and the terms of any confidentiality restrictions under Contracts of a party as of the date hereof, upon reasonable notice the Company shalland Parent shall each, and shall cause the each of their respective Representatives of the Acquired Corporations Subsidiaries to: (a) provide Parent and Parent's the Representatives of the other party with reasonable access during normal business hours to the Acquired Corporations' Representativesits personnel, personnel tax and accounting advisers and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to such Entity or any of its Subsidiaries, in each case as reasonably requested by Parent or the Acquired CorporationsCompany and in such manner as shall not unreasonably interfere with the business or operations of the party providing such access, as the case may be; and (b) provide Parent and Parent's the Representatives of the other party with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to such Entity and its Subsidiaries as reasonably requested by Parent or the Acquired Corporations Company, as Parent the case may reasonably requestbe. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of each of the Acquired Corporations Company Entities to, permit Parent's ’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's ’s financial statements and the internal controls of the Acquired Corporations Company Entities to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. During the Pre-Closing Period, Parent shall, and shall cause the Representatives of each of Parent to, permit the Company’s senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of Parent responsible for the Parent’s financial statements and the internal controls of the Parent Entities to discuss such matters as the Company may deem necessary or appropriate in order to enable post-closing management of Parent and the Surviving Corporation to satisfy its post-Closing obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: (i) the Company shall promptly provide Parent with copies of: (A) upon the request of Parent, unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, and, if prepared, statements of cash flows; and (B) subject to applicable Antitrust LawsLegal Requirements, the Company and Parent shall each promptly provide the other with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger Company Entities or any of the other Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactions.

Access and Investigation. During the period commencing on from the date of this Agreement and ending as through the acceptance of shares of Company Common Stock for purchase pursuant to the earlier of the Effective Time or the termination of this Agreement Offer (the "Pre-Closing Period"), the Company shall, and shall cause the respective Representatives of the Acquired Corporations Companies to: (a) provide Parent and Parent's Representatives with reasonable access during normal business hours to the Acquired CorporationsCompanies' Representatives, personnel and assets Assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CorporationsCompanies; and (b) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Corporations Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies and their financial condition, as Parent may reasonably request. During ; (c) provide to Parent all information concerning the Pre-Closing Period, Acquired Companies' business that Parent reasonably requests; (d) permit Parent and its Representatives to contact major customers of the Company shall, and shall cause the Representatives of each businesses of the Acquired Corporations toCompanies; provided, permit Parent's however, that any customer contact shall be coordinated through senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers management of the Company responsible for the Company's financial statements (and Company counsel), and the internal controls Company shall have the right to approve in advance the script, if any, to be used in connection with such customer contact; and (e) advise Parent of any changes in the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate shares of Company Common Stock being held in order to enable Parent to satisfy its obligations under escrow in connection with the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. acquisition of Altra Software Services, Inc. Without limiting the generality of any of the foregoing, during the Pre-Closing Period: , the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by the Company during the Pre-Closing Period with the SEC, and (ii) all other information concerning its business, properties and personnel as Parent may reasonably request. In addition, the Company shall promptly provide Parent with copies of: (A) upon during the request of Pre-Closing Period give prompt written notice to Parent, unaudited monthly consolidated balance sheets and the Parent shall during the Pre-Closing Period give prompt written notice to the Company, if it becomes aware of (a) any representation or warranty made by it contained in this Agreement becoming untrue or inaccurate in any material respect, (b) the failure by it to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement, (c) the occurrence of an event or circumstance that could be reasonably expected to make the timely satisfaction of any of the Acquired Corporations and conditions set forth in Annex I impossible or unlikely or that has had or would reasonably be expected to have a Material Adverse Effect, or (d) the related unaudited monthly consolidated statements commencement of operationsany litigation or Proceeding against or affecting this Agreement, andthe Offer or the Merger. Notwithstanding anything in this Section 5.1 to the contrary, if prepared, statements of cash flows; and (B) subject to applicable Antitrust Laws, any no notice, report or other document filed with given pursuant to this Section 5.1 shall have any effect on the representations, warranties, covenants or sent to any Governmental Body on behalf agreements contained in this Agreement for purposes of determining satisfaction of any of the Acquired Corporations in connection with the Merger or any of the other Contemplated Transactions; and (ii) subject to applicable Antitrust Laws, Parent shall promptly provide the Company or the Company's Representatives with copies of any material notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Merger Sub in connection with the Merger or any of the other Contemplated Transactionscondition contained herein.