Common use of Access and Investigation Clause in Contracts

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 Representatives of the Acquired Companies to: (i) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired Companies; and (ii) make available to 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 Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company for the Company Board, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; (B) any written materials or communications sent by or on behalf of the Company to its shareholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies to any party to any Acquired Company Contract (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and 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 in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur of the Effective Time and or the termination of date upon which this Agreement in accordance with its terms is validly terminated (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 Companies to: Corporations to (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 Companies; Corporations and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (Ai) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (Div) 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 transactions contemplated by this Agreement; and (Ev) any material notice, report or other document filed with or sent to any Governmental Body on behalf of any of the Acquired Corporations or received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 from commencing on the date of this Agreement through and ending as of the earlier to occur of the Effective Time and the valid 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 the Company shall cause the respective Representatives of the Acquired Companies Corporations to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations’ 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 CompaniesCorporations; and (iib) make available to 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 Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, Corporations as Parent may reasonably request; provided, however, that Parent and Parent’s Representatives shall provide reasonable advance notice of such requested access and requested documents and shall not materially disrupt the business operations of any of the Acquired Corporations. 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 senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company’s financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (Ai) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany’s senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholdersstockholders’ equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Boardflows; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; (Ciii) any material written notice, document or other communication (or any material oral notice or other communication sent or received by or on behalf any employee of any Acquired Corporation at the level of the Acquired Companies to any party to any Acquired Company Contract (other Excluded Contractsfirst line manager or above) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and any communication that relates solely to routine 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)) sent by or on behalf of any of the Acquired Corporations to any party to any Significant Contract or sent to any of the Acquired Corporations by any party to any Significant Contract; (Div) 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 transactions contemplated by this AgreementContemplated Transactions; and (Ev) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant to During the access contemplated by this Section 5.1 Pre-Closing Period, the Company shall, and the Company shall be conducted in a manner that does not unreasonably interfere with cause the conduct Representatives of the business each of the Acquired Companies Corporations to, provide any documents or damage or destroy information to Parent, and take any material property or assets other actions, as Parent may reasonably request in order for Parent to elect to treat the Merger as a “qualified stock purchase” within the meaning of Section 338 of the Acquired CompaniesCode in the event that Parent determines that it might desire to do so.

Access and Investigation. During the period from commencing on the date of this Agreement through and ending as of the earlier to occur of the Effective Time and the valid 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 the Company shall cause the respective Representatives of the Acquired Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, Corporations as Parent may reasonably request; provided, however, that Parent and Parent's Representatives shall provide reasonable advance notice of such requested access and requested documents and shall not materially disrupt the business operations of any of the Acquired Corporations. 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 senior officers to meet, upon reasonable notice and during normal business hours, with the chief financial officer and other officers of the Company responsible for the Company's financial statements and the internal controls of the Acquired Corporations to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent, after the Closing, to satisfy its obligations under the Xxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (Ai) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Boardflows; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; (Ciii) any material written notice, document or other communication (or any material oral notice or other communication sent or received by or on behalf any employee of any Acquired Corporation at the level of the Acquired Companies to any party to any Acquired Company Contract (other Excluded Contractsfirst line manager or above) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and any communication that relates solely to routine 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)) sent by or on behalf of any of the Acquired Corporations to any party to any Significant Contract or sent to any of the Acquired Corporations by any party to any Significant Contract; (Div) any notice, report or other document filed with or delivered or sent to any 37 Governmental Body on behalf of any of the Acquired Corporations in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (Ev) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant to During the access contemplated by this Section 5.1 Pre-Closing Period, the Company shall, and the Company shall be conducted in a manner that does not unreasonably interfere with cause the conduct Representatives of the business each of the Acquired Companies Corporations to, provide any documents or damage or destroy information to Parent, and take any material property or assets other actions, as Parent may reasonably request in order for Parent to elect to treat the Merger as a "qualified stock purchase" within the meaning of Section 338 of the Acquired CompaniesCode in the event that Parent determines that it might desire to do so.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Pre- Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Div) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (Ev) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly quarterly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly quarterly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company any Acquired Corporation and the other party to any such Acquired Company Corporation 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 in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur date on which designees of Parent constitute both (i) a majority of the Effective Time members of the Board of Directors of the Company and (ii) all of the termination executive officers of this Agreement in accordance with its terms the Company (the “Pre"PRE-Closing Period”CLOSING PERIOD"), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of informationupon reasonable notice, the Company shall, and shall cause the respective Representatives of the Acquired Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice of the Company to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Unless otherwise required by any Legal Requirement, during the Pre-Closing Period, Parent will disclose any such information which is non-public only in accordance with the provisions of the Confidentiality Agreement between the Company and Parent, dated June 7, 2002, and will otherwise treat any such information during the Pre-Closing Period only in accordance with the provisions of such Confidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Aa) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1i) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2ii) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (Bb) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (Cc) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Dd) 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 transactions contemplated by this Agreement; and and (Ee) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 (A) Except as required pursuant to a confidentiality agreement or similar agreement to which the period from Company or its Subsidiaries is a party (which such Person shall use commercially reasonable efforts to cause the date of this Agreement through counterpart to waive), during the earlier to occur of the Effective Time 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 Companies Corporations to: (i) provide the Parent and Parent’s 's Representatives with reasonable access during normal business hours access, at reasonable times and upon reasonable advance notice prior notice, to the respective Acquired Corporations' 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 CompaniesCorporations; and (ii) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (AI) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity operations and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (BII) any written materials or communications sent by or on behalf of the Company to its shareholders; ; (CIII) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company any Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (DIV) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (EV) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review . (B) The parties acknowledge that all investigations and discussions conducted by each of them pursuant to the access contemplated by this Section 5.1 4.1 shall be conducted in a manner that does not unreasonably interfere with subject to the conduct of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired CompaniesConfidentiality Agreement.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of (1) the Effective Time and (2) the termination of this Agreement in accordance with its terms pursuant to Section 8.1 (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 Companies Company to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Company’s 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 CompaniesCompany; and (iib) make available to 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 CompaniesCompany, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCompany, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of the Company 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 Company 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, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company for the Company BoardCompany’s senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholdersstockholders’ equity and statements of cash flows and flows; (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (Ciii) 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 (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and any communication that relates solely to routine 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); ) sent by or on behalf of the Company to any party to any Company Contract that constitutes a Material Contract or sent to the Company by any party to any Company Contract that constitutes a Material Contract; (Div) any notice, report or other document filed with or delivered or sent to any Governmental Body on behalf of the Company in connection with the Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (Ev) any material notice, report or other document received by any of the Acquired Companies Company from any Governmental Body. Any review conducted pursuant During the Pre-Closing Period, Parent shall promptly provide the Company with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Acquisition Sub in connection with the Offer or the Merger or any of the other Contemplated Transactions. Without limiting the effect of any of the other obligations set forth in this Agreement, before filing any document with or furnishing any document to the access contemplated by this Section 5.1 shall be conducted SEC or any other Governmental Body in a manner that does not unreasonably interfere connection with the conduct Offer or the Merger or any of the business other Contemplated Transactions, each party shall consult with the other party regarding the proposed content of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companies.such

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time and or the date of termination of this Agreement in accordance with its terms (the “Pre-Closing Period”), subject to applicable Legal Requirements and antitrust laws, data privacywithout limiting the terms of the Company/protection Legal Requirements and regulations relating to the exchange of informationParent Confidentiality Agreement, the Company shall, and shall cause the respective Representatives of the Acquired Companies to: Corporations to (iexcept to the extent prohibited by applicable Legal Requirements): (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations’ 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, 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 for 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, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany’s senior management, including (1if prepared) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholdersstockholders’ equity and statements of cash flows and flows; (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) that is a Material Contract or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract that is a Material Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Div) to the extent that providing any such notice, report or other document would not violate applicable law, 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 Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (Ev) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant Body related 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 CompaniesContemplated Transactions.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (i) provide Parent and Parent’s 's Representatives access to any and all of the Acquired Corporations' offices and facilities at all reasonable times; (ii) provide Parent and Parent's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returns, audit work papers and other documents and information relating to the Acquired CompaniesCorporations; and (iii) provide Parent and Parent's Representatives with such copies of the existing books, records, Tax Returns, audit work papers and other documents and information relating to the Acquired Corporations, and with such additional financial, operating and other data and information regarding the Acquired Corporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre- Closing Period, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Acquired Corporations for the Company's senior management, including copies of the unaudited monthly consolidated balance sheets of the Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of stockholders' equity and statements of cash flows; (B) any written materials or communications sent by or on behalf of the Company to its stockholders; (C) 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 transactions contemplated by this Agreement; and (D) any material notice, report or other document received by any of the Acquired Corporations from any Governmental Body. All information disclosed pursuant to this Section 4.1(a) shall be subject to the terms and conditions of the confidentiality agreement dated July 13, 2000 between the Company and Parent (the "Confidentiality Agreement"). (b) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, Tax Returns, audit work papers and other documents and information relating to Parent; and (ii) make available to Parent provide the Company and Parent’s the Company's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesParent, and with such additional financial, operating and other data and information regarding the Acquired CompaniesParent, as Parent the Company may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company for the Company Board, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; (B) any written materials or communications sent by or on behalf of the Company to its shareholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies to any party to any Acquired Company Contract (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and 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 in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur date on which designees of Parent constitute both (i) a majority of the Effective Time members of the Board of Directors of the Company and (ii) all of the termination executive officers of this Agreement in accordance with its terms the Company (the “"Pre-Closing Period”"), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements and regulations relating to the exchange of informationupon reasonable notice, the Company shall, and shall cause the respective Representatives of the Acquired Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice of the Company to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Unless otherwise required by any Legal Requirement, during the Pre-Closing Period, Parent will disclose any such information which is non-public only in accordance with the provisions of the Confidentiality Agreement between the Company and Parent, dated June 7, 2002, and will otherwise treat any such information during the Pre-Closing Period only in accordance with the provisions of such Confidentiality Agreement. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Aa) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1i) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2ii) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (Bb) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (Cc) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Dd) 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 transactions contemplated by this Agreement; and and (Ee) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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. (a) During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 laws and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Companies Corporations to: (i) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; (ii) provide Parent and Parent's Representatives with a reasonable opportunity to hold discussions regarding the Company and the Merger with customers and suppliers of the Company provided that the Company, acting reasonably, shall be entitled (A) to approve in advance the scope and substance of such discussions, and (B) to have a Representative of the Company present during all such discussions; and (iiiii) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Corporation 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 Authority (excluding confidential sections of HSR filings) in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report report, correspondence or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant Authority or any written summaries of discussions between any Representative of the Acquired Corporations and any Governmental Authority. (b) During the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, Parent shall promptly provide the Company with copies of: (i) any written materials or communications sent by or on behalf of Parent to its stockholders, (ii) any notice, report or other document filed with or sent to any Governmental Authority (excluding confidential sections of HSR filings) in connection with the Merger or any of the other transactions 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 Agreement; and (iii) any material property notice, report, correspondence or assets other document received by Parent or any Subsidiary of the Acquired CompaniesParent from any Governmental Authority or any material written summaries of discussions between any Representative of Parent or any of its Subsidiaries and any Governmental Authority.

Access and Investigation. (a) During regular business hours in the period from the date of this Agreement through the earlier to occur of the Effective Time 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 laws and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Companies Corporations to: (i) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (ii) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets income statements of the Company and its consolidated subsidiaries Subsidiaries and the related unaudited monthly quarterly consolidated statements of operationsbalance sheets, statements of shareholders’ ' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party with respect to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party with respect to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Corporation 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 in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant . (b) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), subject to applicable antitrust laws and regulations relating to the exchange of information, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent; and (ii) provide the Company and the Company's Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Company may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, Parent shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide the Company with copies of: (A) any written materials or communications sent by or on behalf of Parent to its stockholders; and (B) any notice, report or other document filed by Parent with or sent by Parent to any Governmental Body in connection with the Merger or any of the other transactions 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 CompaniesAgreement.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms (the “Pre"PRE-Closing Period”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 Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' Representatives, personnel 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ ' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; ; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Div) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger Arrangement or any of the other transactions contemplated by this Agreement; and and (Ev) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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. (A) During the period from the date of this Agreement through the earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms (the “Pre"PRE-Closing Period”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 Companies Company Entities to: (i) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Company Entities' 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 CompaniesCompany Entities; and (ii) make available to 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 CompaniesCompany Entities, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCompany Entities, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company Entities for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Entities and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Company Entities to any party to any Acquired Company Entity Contract (other Excluded Contracts) or sent to any of the Acquired Companies Company Entities by any party to any Acquired Company Entity Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the a Company Entity and the other party to any such Acquired Company Entity 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 Company Entities in connection with the Merger Combination or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies Company Entities from any Governmental Body. Any review conducted pursuant . (B) During the Pre-Closing Period, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent; and (ii) provide the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere Company and the Company's Representatives with the conduct such copies of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companiesexisting books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as Company may reasonably request.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Company Entities to: (i) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Company Entities' 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 CompaniesCompany Entities; and (ii) make available to 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 CompaniesCompany Entities, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCompany Entities, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company Entities for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Entities and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Company Entities to any party to any Acquired Company Entity Contract (other Excluded Contracts) or sent to any of the Acquired Companies Company Entities by any party to any Acquired Company Entity Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the a Company Entity and the other party to any such Acquired Company Entity 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 Company Entities in connection with the Merger Combination or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies Company Entities from any Governmental Body. Any review conducted pursuant . (b) During the Pre-Closing Period, Parent shall, and shall cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent; and (ii) provide the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere Company and the Company's Representatives with the conduct such copies of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired Companiesexisting books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as Company may reasonably request.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly quarterly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly quarterly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (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 (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and 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); (Diii) any notice, report or other document (A) filed with or delivered sent to NIST, or (B) filed with or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (Eiv) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company and the other party to any such Acquired Company Corporation 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 in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (AI) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly quarterly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly quarterly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (BII) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (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 (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and 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); (DIII) any notice, report or other document (A) filed with or delivered sent to NIST, or (B) filed with or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (EIV) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (i) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 Companies; and (ii) make available to 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 Companiesdocuments, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, including the Company's officers responsible for the preparation of the financial statements, internal controls and disclosure controls and procedures of the Acquired Corporations; (ii) provide Parent and Parent's Representatives with reasonable access to the Properties for purposes of (A) environmental and engineering inspections of the Properties, (B) review of any leases, expenses, correspondence, management reports, engineering and environmental assessments, records and other current and historical information relating to the Properties and (C) interviewing managers, staff and employees of the Properties; and (iii) cause its officers to confer regularly with Parent concerning the status of the Company's business, in each case as Parent may reasonably requestrequest with reasonable notice. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholders’ equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Boardfinancial statements; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, document report or other communication document sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Material Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Contract (other than Excluded Contracts and 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)Material Contract; (D) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (E) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant to Without limiting the access contemplated by generality of the foregoing, during the period from the date of this Section 5.1 Agreement through the Effective Time, Parent shall be conducted in a manner that does not unreasonably interfere with the conduct permitted to perform environmental reviews (including subsurface testing) of the business properties of the Acquired Companies or damage or destroy any material property or assets of the Acquired CompaniesCorporations.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time Pinnacle and the termination of this Agreement in accordance with its terms (Selling Stockholders shall ensure that, at all times during the “Pre-Closing Period”), subject to applicable Legal Requirements : (a) Pinnacle and antitrust laws, data privacy/protection Legal Requirements its Representatives provide Netivation and regulations relating to the exchange of information, the Company shall, and shall cause the Representatives of the Acquired Companies to: (i) provide Parent and Parent’s its Representatives with reasonable access access, during normal business hours upon reasonable advance notice notice, to the respective Pinnacle's Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returnstax returns, work papers and other documents and information relating to the Acquired Companies; Pinnacle; (b) Pinnacle and (ii) make available to Parent its Representatives provide Netivation and Parent’s its Representatives with such copies of the existing books, records, Tax Returnstax returns, work papers and other documents and information relating to the Acquired Companies, Pinnacle as Netivation may reasonably request in good faith; and (c) Pinnacle and its Representatives compile and provide Netivation and its Representatives with such additional financial, operating and other data and information regarding the Acquired Companies, Pinnacle as Parent Netivation may reasonably requestrequest in good faith. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company Pinnacle shall promptly provide Parent Netivation with copies of: : (Ai) all material operating and financial reports prepared by the Company Pinnacle for the Company Boardits senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Pinnacle and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and flows; (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; (Bii) any written materials or communications sent by or on behalf of the Company Pinnacle to its shareholders; stockholders generally; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Pinnacle to any party to any Acquired Company Contract (other Excluded Contracts) Pinnacle contract or sent to any of the Acquired Companies Pinnacle by any party to any Acquired Company Contract Pinnacle contract (other than Excluded Contracts and 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 Ordinary Course of business and consistent with past practicesBusiness); ; (Div) any written notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this AgreementTransactions; and and (Ev) any material written notice, report or other document received by any of the Acquired Companies Pinnacle from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its pursuant to the terms of Section 8.1 (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 Companies Corporations to: (i1) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (ii2) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (Ai) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ ' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (Div) 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 Arrangement or any of the other transactions contemplated by this Agreement; and (Ev) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted 32. <PAGE> (b) Parent and the Company agree that the Confidentiality Agreement shall apply to all documents and information provided to Parent pursuant to the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere with the conduct 4.1(a). 4.2 Operation of the business of the Acquired Companies or damage or destroy any material property or assets of the Acquired CompaniesCompany's Business.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 Antitrust Laws relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Companies Corporations, to: (i) provide Parent and Parent’s Representatives Representatives, through the Chief Executive Officer of the Company and his direct reports (the “Senior Operating Committee”), with reasonable access during normal business hours upon reasonable advance notice to the respective RepresentativesAcquired Corporations’ Representatives and personnel, personnel including the Company’s officers responsible for the preparation of the financial statements, internal controls and assets disclosure controls and procedures of the Acquired Companies Corporations, and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Acquired CompaniesCorporations; and (ii) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, all as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: (A) all material monthly or other periodic operating and financial reports prepared by the Company and its Subsidiaries for one or more members of the Senior Operating Committee in the ordinary course of business or for the Board of Directors of the Company Boardor any committee thereof, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholdersstockholders’ equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, strategic development plans, discount reports, write-off reportsreports (if any), hiring reports and capital expenditure reports prepared for the Company Boardone or more members of the Senior Operating Committee; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, notice or document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Material Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Material Contract (other than Excluded Contracts and any communication that relates solely to commercial transactions between the Company and the other party to any such Acquired Company Material 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 in connection with the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and (E) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant to Without limiting the access contemplated by generality of the foregoing, during the period from the date of this Section 5.1 Agreement through the Effective Time, Parent shall be conducted in a manner that does not unreasonably interfere with the conduct permitted to perform environmental reviews (including subsurface testing) of the business properties of the Acquired Companies Corporations; provided, however, that Parent shall not conduct any subsurface testing unless (a) such testing is directly related to a finding of a “Recognized Environmental Condition” contained in any Phase I environmental site assessment conducted by Parent or damage delivered to Parent pursuant to Section 2.14(g) hereunder or destroy the existence of an obvious environmental condition, (b) Parent promptly provides a copy of all data and reports obtained from such subsurface sampling to the Company and (c) Parent does not disclose or otherwise report the results of such sampling to any material property third party or assets of Governmental Body (i) unless Parent concludes that such disclosure or report is required by Environmental Law and (ii) Parent first provides the Acquired CompaniesCompany with a reasonable opportunity to make such disclosure or report.

Access and Investigation. During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 Companies Corporations to: (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (iib) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (AI) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly quarterly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly quarterly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (BII) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (CIII) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company any Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (DIV) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and and (EV) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review 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 from the date of this Agreement through the Closing Date or earlier to occur of the Effective Time and the termination of this Agreement in accordance with its terms pursuant to the provisions of Section 8.1 (the “"Pre-Closing Period”"), subject to applicable Legal Requirements and antitrust laws, data privacy/protection Legal Requirements laws and regulations relating to the exchange of information, the Company shall, and shall cause the respective Representatives of the Acquired Companies to: to (ia) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Companies' Representatives, personnel and assets of the Acquired Companies and to all existing books, records, Tax Returnstax returns, work papers and other documents and information relating to the Acquired Companies; and (iib) make available to provide Parent and Parent’s 's Representatives with such copies of the such existing books, records, Tax Returnstax returns, work papers and other documents and information relating to the Acquired Companies, and with such additional financial, operating and other data and information regarding the Acquired Companies, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall as promptly as practicable after any of the following reports, materials, communications, notices or documents are prepared, sent, filed or received, as the case may be, provide Parent with copies of: (A) all material operating and financial reports prepared by the Company and its Subsidiaries for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets income statements of the Company and its consolidated subsidiaries Subsidiaries and the related unaudited monthly quarterly consolidated statements of operationsbalance sheets, statements of shareholders’ ' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, plans and hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholders; (C) any material notice, document legal notice or other communication exercise of legal rights sent by or on behalf of any of the Acquired Companies to any party with respect to any Acquired Company Material Contract (other Excluded Contracts) or sent to any of the Acquired Companies by any party with respect to any Acquired Company Material Contract (other than Excluded Contracts and any communication that relates solely to commercial transactions between the Company Acquired Companies and the other party to any such Acquired Company Material Contract and that is of the type sent in the ordinary course of business and consistent with past practicesbusiness); (D) any notice, report or other document filed with or delivered or sent to any Governmental Body in connection with the Merger or any of the other transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies from any Governmental Body. Any review 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 from the date of this Agreement through the earlier to occur of (1) the Effective Time and (2) the termination of this Agreement in accordance with its terms pursuant to Section 8.1 (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 Companies Company to: (ia) provide Parent and Parent’s Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Company’s 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 CompaniesCompany; and (iib) make available to 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 CompaniesCompany, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCompany, as Parent may reasonably request. During the Pre-Closing Period, the Company shall, and shall cause the Representatives of the Company 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 Company to discuss such matters as Parent may deem necessary or appropriate in order to enable Parent to satisfy its obligations under the Sxxxxxxx-Xxxxx Act and the rules and regulations relating thereto. Without limiting the generality of any of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company for the Company BoardCompany’s senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries and the related unaudited monthly consolidated statements of operations, statements of shareholdersstockholders’ equity and statements of cash flows and flows; (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; stockholders; (Ciii) 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 (other Excluded Contracts) or sent to any of the Acquired Companies by any party to any Acquired Company Contract (other than Excluded Contracts and any communication that relates solely to routine 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); ) sent by or on behalf of the Company to any party to any Company Contract that constitutes a Material Contract or sent to the Company by any party to any Company Contract that constitutes a Material Contract; (Div) any notice, report or other document filed with or delivered or sent to any Governmental Body on behalf of the Company in connection with the Offer or the Merger or any of the other transactions contemplated by this AgreementContemplated Transactions; and and (Ev) any material notice, report or other document received by any of the Acquired Companies Company from any Governmental Body. Any review conducted During the Pre-Closing Period, Parent shall promptly provide the Company with copies of any notice, report or other document filed with or sent to any Governmental Body on behalf of Parent or Acquisition Sub in connection with the Offer or the Merger or any of the other Contemplated Transactions. Without limiting the effect of any of the other obligations set forth in this Agreement, before filing any document with or furnishing any document to the SEC or any other Governmental Body in connection with the Offer or the Merger or any of the other Contemplated Transactions, each party shall consult with the other party regarding the proposed content of such document. All information obtained pursuant to the access contemplated by this Section 5.1 shall be conducted subject to the Confidentiality Agreement to the extent such information constitutes Confidential Information (as defined 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 CompaniesConfidentiality Agreement).

Access and Investigation. (a) During the period from the date of this Agreement through the earlier to occur of the Effective Time 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 shallwill, and shall will cause the respective Representatives of the Acquired Companies Corporations to: (i) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (ii) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall will promptly provide Parent with copies of: (A) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ stockholders' equity and statements of cash flows and (2) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company BoardCompany's senior management; (B) any written materials or communications sent by or on behalf of the Company to its shareholdersstockholders; (C) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any such Acquired Company Corporation 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 transactions contemplated by this Agreement; and (E) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted pursuant . (b) During the period from the date of this Agreement through the Effective Time (the "Pre-Closing Period"), Parent will, and will cause the respective Representatives of Parent to: (i) provide the Company and the Company's Representatives with reasonable access to Parent's Representatives, personnel and assets and to all existing books, records, Tax Returns, work papers and other documents and information relating to Parent; and (ii) provide the access contemplated by this Section 5.1 shall be conducted in a manner that does not unreasonably interfere Company and the Company's Representatives with the conduct such copies of the business of existing books, records, Tax Returns, work papers and other documents and information relating to Parent, and with such additional financial, operating and other data and information regarding Parent, as the Acquired Companies or damage or destroy any material property or assets of the Acquired CompaniesCompany may reasonably request.

Access and Investigation. (a) During the period from the date of this Agreement through the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its pursuant to the terms of Section 8.1 (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 Companies Corporations to: (i1) provide Parent and Parent’s 's Representatives with reasonable access during normal business hours upon reasonable advance notice to the respective Acquired Corporations' 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 CompaniesCorporations; and (ii2) make available to 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 CompaniesCorporations, and with such additional financial, operating and other data and information regarding the Acquired CompaniesCorporations, as Parent may reasonably request. Without limiting the generality of the foregoing, during the Pre-Closing Period, subject to applicable antitrust laws and regulations relating to the exchange of information, the Company shall promptly provide Parent with copies of: : (Ai) all material operating and financial reports prepared by the Company Acquired Corporations for the Company BoardCompany's senior management, including (1A) copies of the unaudited monthly consolidated balance sheets of the Company and its consolidated subsidiaries Acquired Corporations and the related unaudited monthly consolidated statements of operations, statements of shareholders’ ' equity and statements of cash flows and (2B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company Board; Company's senior management; (Bii) any written materials or communications sent by or on behalf of the Company to its shareholders; ; (Ciii) any material notice, document or other communication sent by or on behalf of any of the Acquired Companies Corporations to any party to any Acquired Company Corporation Contract (other Excluded Contracts) or sent to any of the Acquired Companies Corporations by any party to any Acquired Company Corporation Contract (other than Excluded Contracts and any communication that relates solely to routine commercial transactions between the Company an Acquired Corporation and the other party to any such Acquired Company Corporation Contract and that is of the type sent in the ordinary course of business and consistent with past practices); ; (Div) 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 Arrangement or any of the other transactions contemplated by this Agreement; and and (Ev) any material notice, report or other document received by any of the Acquired Companies Corporations from any Governmental Body. Any review conducted . (b) Parent and the Company agree that the Confidentiality Agreement shall apply to all documents and information provided to Parent 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 Companies4.1(a).