Common use of Access and Reports Clause in Contracts

Access and Reports. (a) Subject to applicable Law, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its employees, properties, books, Contracts and records, and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all information concerning its business, properties and personnel as may reasonably be requested (provided, however, that such access shall in no case include the right to perform invasive, subsurface or other environmental testing or sampling). All requests for information made pursuant to this Section 5.6 shall be directed to the executive officer or other persons designated by the Company. All such information shall be governed by the terms of the Confidentiality Agreements. No investigation pursuant to this Section 5.6 or by Parent or its Representatives at any time prior to or following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) The Company shall, and shall cause its Subsidiaries and its and their Representatives to (i) keep all information received (whether prior to or after the date of this Agreement) from Parent, Merger Sub and their respective Affiliates and Representatives in connection with the Merger and the other Transactions confidential and (ii) use such information solely for the purpose of implementing the Merger and the other Transactions; provided that the restrictions in this Section 5.6(b) shall not apply to information that (A) at the time of disclosure is already in the possession of the Company, its Subsidiaries or their respective Affiliates or Representatives; (B) is or becomes generally available to the public; (C) is or becomes available to the Company, its Subsidiaries or their respective Affiliates or Representatives from a source other than the Company, its Subsidiaries or their respective Affiliates or Representatives, provided that such source is not, to the Knowledge of the Company, bound by an obligation of confidentiality to Parent or Merger Sub with respect to such information; (D) is independently developed by the Company, its Subsidiaries or their respective Affiliates or Representatives without reference to, incorporation of, or other use of such information from any source that to the Knowledge of the Company is bound by an obligation of confidentiality to Parent or Merger Sub with respect thereto; or (E) is required or requested by Law or judicial process to be disclosed. The obligations of the Company under this Section 5.6(b) shall survive the termination of this Agreement for a period of two years. (c) This Section 5.6 shall not require the Company or its Subsidiaries to permit any access, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law or any Contract to which the Company or its Subsidiaries is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, (ii) if the Company or any of its Affiliates, on the one hand, and Parent or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (iii) any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such disclosure; provided that, in the case of clause (i), the parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such Law or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent could be provided access to such information. (d) The information provided pursuant to this Section 5.6 shall be used solely for the purpose of the Merger and the other Transactions, and such information shall be kept confidential in accordance with the terms and conditions of, the Confidentiality Agreements; provided, however, that upon prior notice to the Company, Parent, Merger Sub, the Initial Rollover Stockholder and their respective Affiliates shall be permitted to disclose such information and any other information in relation to the Transactions to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Financing Commitments and to any underwriters, initial purchasers or placement agents in connection with the Debt Financing, and to their respective counsel and auditors, so long as such Persons agree to be bound by customary confidentiality undertakings no less stringent than those contained in the Confidentiality Agreements.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon receipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, Sellers shall use commercially reasonable notice, the Company shall efforts (and shall cause its Subsidiaries to) to afford ParentBuyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout through the period prior to the Effective TimeClosing Date, to its Sellers’ employees, customers, suppliers, properties, books, Contracts and recordsRecords, and, during such period, the Company Sellers shall (and shall cause its Subsidiaries to) use commercially reasonable efforts to furnish promptly to Parent Buyer all information concerning its business, properties and personnel the Assets as may reasonably be requested (provided, however, requested; provided that such access shall in no case include not interfere with the right to perform invasiveordinary conduct of business or the operation of the Assets, subsurface or other environmental testing or sampling)and at all times during such access, Buyer’s authorized Representatives shall be accompanied by at least one (1) Representative of Sellers. All requests for information made pursuant to this Section 5.6 6.1 shall be directed to the executive officer or other persons designated by the Companysubmitted in accordance with Section 12.4. All such information shall be governed by the terms of the (and shall be considered “Information” under and as defined in) Confidentiality Agreements. No investigation pursuant to this Section 5.6 or by Parent or its Representatives at any time prior to or following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) The Subject to applicable Legal Requirements and the proviso to Section 6.1(a) above, from and after the Execution Date until the date that is five (5) Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability and expense, to conduct a Phase I Environmental Site Assessment of the Assets. During the Company’s regular hours of business and after providing the Company shallwith written notice of any such activities no less than two (2) Business Days in advance (which written notice shall include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which Sellers shall reasonably cooperate with Buyer in attempting to secure), Buyer and its Representatives shall be permitted to enter upon the Properties, inspect the Assets, review Sellers' files and records (other than those for which Seller has an attorney-client privilege) relating to the Assets, and shall cause its Subsidiaries conduct visual, non-invasive tests, examinations and its investigations. Buyer acknowledges and agrees that sampling or other invasive inspections of the Assets may not be conducted under any circumstances and are not contemplated as part of the environmental diligence for the transactions contemplated by this Agreement. Sellers will have the right, which they may exercise at their Representatives sole discretion, to (i) keep all information received (whether prior to or after the date of this Agreement) from Parentobserve such tests, Merger Sub examinations, and their respective Affiliates and Representatives in connection with the Merger and the other Transactions confidential investigations and (ii) use such promptly receive a copy of all Phase I reports prepared for Buyer. All information solely for obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the purpose of implementing the Merger and the other Transactions; provided that the restrictions in this Section 5.6(b) shall not apply to information that (A) at the time of disclosure is already in the possession terms of the Company, its Subsidiaries or their respective Affiliates or Representatives; (Band shall be considered “Information” under and as defined in) is or becomes generally available to the public; (C) is or becomes available to the Company, its Subsidiaries or their respective Affiliates or Representatives from a source other than the Company, its Subsidiaries or their respective Affiliates or Representatives, provided that such source is not, to the Knowledge of the Company, bound by an obligation of confidentiality to Parent or Merger Sub with respect to such information; (D) is independently developed by the Company, its Subsidiaries or their respective Affiliates or Representatives without reference to, incorporation of, or other use of such information from any source that to the Knowledge of the Company is bound by an obligation of confidentiality to Parent or Merger Sub with respect thereto; or (E) is required or requested by Law or judicial process to be disclosed. The obligations of the Company under this Section 5.6(b) shall survive the termination of this Agreement for a period of two yearsConfidentiality Agreements. (c) This Section 5.6 6.1 shall not require the Company or its Subsidiaries Sellers to permit any accessaccess to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law Legal Requirement or any Contract to which the Company or its Subsidiaries any other Seller is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries a Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could could, in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) ), adversely affect in any material respect the Companya Seller’s position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, litigation or (ii) if the Company or any of its Affiliatesother Seller, on the one hand, and Parent Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (iii) any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such disclosurethereto; provided that, in the case of clause (i), the parties hereto Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such Law Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent Buyer could be provided access to such information. (d) The information provided pursuant to this Section 5.6 6.1 shall be used solely for the purpose of the Merger and the other Transactionstransactions contemplated by this Agreement, and such information shall be kept confidential by Buyer in accordance with (and shall constitute “Information” under and as defined in), and Buyer shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreements; provided. (e) BUYER SHALL DEFEND, howeverRELEASE, that upon prior notice to the CompanyINDEMNIFY AND HOLD HARMLESS EACH SELLER AND EACH OF ITS PARTY AFFILIATES FROM AND AGAINST ANY AND ALL LIABILITIES THAT ANY BUYER PARTY MAY ASSERT AGAINST ANY SELLER OR ANY OF ITS PARTY AFFILIATES, ParentBASED UPON INJURY TO PERSON, Merger SubINCLUDING DEATH, the Initial Rollover Stockholder and their respective Affiliates shall be permitted to disclose such information and any other information in relation to the Transactions to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Financing Commitments and to any underwritersOR TO PROPERTY, initial purchasers or placement agents in connection with the Debt FinancingARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE ASSETS AND ACCESS BY ANY BUYER PARTY TO THE ASSETS PRIOR TO THE CLOSING DATE, and to their respective counsel and auditorsWHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER OR ANY OF ITS PARTY AFFILIATES, so long as such Persons agree to be bound by customary confidentiality undertakings no less stringent than those contained in the Confidentiality AgreementsUNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SELLER OR ANY OF ITS PARTY AFFILIATES OR REPRESENTATIVES.

Access and Reports. (a) Subject to applicable LawLegal Requirements, upon reasonable noticereceipt of written notice from Buyer of any such activities no less than two Business Days in advance, the Company Sellers shall (and shall cause its their Subsidiaries to) afford ParentBuyer’s officers and other authorized Representatives reasonable access, during normal business hours throughout until the period date that is five Business Days prior to the Effective Timescheduled Closing Date, to its employees, properties, books, Contracts and recordsRecords, and, during such period, the Company Sellers shall (and shall cause its Subsidiaries to) furnish promptly to Parent Buyer all information concerning its business, properties the Oil and personnel Gas Assets as may reasonably be requested (requested; provided, however, that such access shall in no case include not interfere with the right to perform invasiveordinary conduct of business or the operation of the Oil and Gas Assets and at all times during such access, subsurface or other environmental testing or sampling)Buyer’s authorized Representatives shall be accompanied by at least one Representative of Sellers. All requests for information made pursuant to this Section 5.6 7.1 shall be directed to the executive officer or other persons designated by the Companysubmitted in accordance with Section 13.4. All such information shall be governed by the terms of the Confidentiality AgreementsAgreement. No investigation pursuant to this Section 5.6 7.1 or by Parent Buyer or its Representatives at any time prior to or following the date of this Agreement hereof shall affect or be deemed to modify any representation or warranty made by the Company Sellers herein. (b) The Company shallFrom and after the execution of this Agreement until the date that is five Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Oil and Gas Assets. During the Company’s regular hours of business and after providing the Company with written notice of any such activities no less than two Business Days in advance (which written notice shall cause its Subsidiaries include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which Seller shall reasonably cooperate with Buyer in securing), Buyer and its authorized Representatives shall be permitted to enter upon the Oil and Gas Assets, inspect the same, review all of Sellers’ files and records (other than those for which any Seller has an attorney-client privilege) relating to the Oil and Gas Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, however, that such entry shall not interfere with the ordinary conduct of business or operation of the Oil and Gas Assets and at all times during such entry, Buyer’s authorized Representatives shall be accompanied by at least one Representative of Sellers. No sampling or other invasive inspections of the Oil and Gas Assets may be conducted without the Company’s prior written consent, which shall not be unreasonably withheld. The withholding of consent to sampling or any other invasive inspection by the Company shall be deemed reasonable if (without limitation) the need for such sampling or invasive testing was not indicated from a visual inspection or, based on the Phrase I Environmental Assessment. Sellers will have the right, which they may exercise at their Representatives sole discretion, to (i) keep all information received (whether prior to or after the date of this Agreement) from Parentobserve such investigation, Merger Sub and their respective Affiliates and Representatives in connection with the Merger and the other Transactions confidential and (ii) use promptly receive a copy of all results, analyses, reports, and reviews, except for such information solely for which Buyer has an attorney-client privilege. All information obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the purpose of implementing the Merger and the other Transactions; provided that the restrictions in this Section 5.6(b) shall not apply to information that (A) at the time of disclosure is already in the possession terms of the Company, its Subsidiaries or their respective Affiliates or Representatives; (B) is or becomes generally available to the public; (C) is or becomes available to the Company, its Subsidiaries or their respective Affiliates or Representatives from a source other than the Company, its Subsidiaries or their respective Affiliates or Representatives, provided that such source is not, to the Knowledge of the Company, bound by an obligation of confidentiality to Parent or Merger Sub with respect to such information; (D) is independently developed by the Company, its Subsidiaries or their respective Affiliates or Representatives without reference to, incorporation of, or other use of such information from any source that to the Knowledge of the Company is bound by an obligation of confidentiality to Parent or Merger Sub with respect thereto; or (E) is required or requested by Law or judicial process to be disclosed. The obligations of the Company under this Section 5.6(b) shall survive the termination of this Agreement for a period of two yearsConfidentiality Agreement. (c) This Section 5.6 7.1 shall not require the Company or its Subsidiaries Sellers to permit any accessaccess to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, Table of Contents which may be in-house counsel) of the Company, is reasonably likely to result in any violation of any Law Legal Requirement or any Contract to which the Company or its Subsidiaries any other Seller is a party or cause any privilege (including attorney-client privilege) that the Company or its Subsidiaries Sellers would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s Sellers’ position in any pending or, what the Company believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, litigation or (ii) if the Company or any of its Affiliatesother Seller, on the one hand, and Parent Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (iii) any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such disclosurethereto; provided provided, that, in the case of clause (i), the parties hereto Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such Law Legal Requirement or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Company (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of Parent Buyer could be provided access to such information. (d) The information provided pursuant to this Section 5.6 7.1 shall be used solely for the purpose of the Merger and the other Transactionstransactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and Sellers in accordance with with, and Buyer and Sellers shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreements; providedAgreement. (e) BUYER SHALL DEFEND, howeverRELEASE, that upon prior notice to the CompanyINDEMNIFY AND HOLD HARMLESS EACH SELLER PARTY FROM AND AGAINST ANY AND ALL LIABILITIES THAT ANY BUYER PARTY MAY ASSERT AGAINST ANY SELLER PARTY, ParentBASED UPON INJURY TO PERSON, Merger SubINCLUDING DEATH, the Initial Rollover Stockholder and their respective Affiliates shall be permitted to disclose such information and any other information in relation to the Transactions to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Financing Commitments and to any underwritersOR TO PROPERTY, initial purchasers or placement agents in connection with the Debt FinancingARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE OIL AND GAS ASSETS AND ACCESS BY ANY BUYER PARTY TO THE OIL AND GAS ASSETS PRIOR TO THE CLOSING DATE, and to their respective counsel and auditorsWHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTY, so long as such Persons agree to be bound by customary confidentiality undertakings no less stringent than those contained in the Confidentiality AgreementsUNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR INTENTIONAL TORT OF ANY SELLER PARTY.

Access and Reports. (a) Subject to applicable Law, upon reasonable noticereceipt of written notice from Buyer of any such activities no less than two (2) Business Days in advance, the Company Sellers shall (and shall cause its Subsidiaries their Affiliates to) afford ParentBuyer’s officers and other authorized Representatives representatives reasonable access, during normal business hours throughout until the period date that is five (5) Business Days prior to the Effective Timescheduled Closing Date, to its employeesemployees occupying a manager-level or director-level position or above, properties, books, Contracts and all Contract, land, lease, and operational records, and, during such period, the Company Sellers shall (and shall cause its Subsidiaries to) furnish promptly to Parent Buyer all information the Sellers may have concerning its business, properties and personnel the Assets as may reasonably be requested (requested; provided, however, that such access shall in no case include not interfere with the right to perform invasiveordinary conduct of business or the operation of the Assets and, subsurface or other environmental testing or sampling)unless the Company provides written consent otherwise, at all times during such access, Buyer’s authorized representatives shall be accompanied by at least one executive representative of the Company. All requests for information made pursuant to this Section 5.6 7.1 shall be directed to the executive officer or other persons designated by the Companysubmitted in accordance with Section 14.5. All such information shall be governed by the terms of the Confidentiality Agreements. No investigation pursuant to this Section 5.6 or by Parent or its Representatives at any time prior to or following the date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company hereinAgreement. (b) The Company shallFrom and after the execution of this Agreement until the date that is five (5) Business Days prior to the scheduled Closing Date, Buyer shall have the right, at its sole cost, risk, liability, and expense, to conduct a Phase I Environmental Site Assessment of the Assets operated by the Sellers. During the Sellers’ regular hours of business and after providing the Company with written notice of any such activities no less than two (2) Business Days in advance (which written notice shall cause its Subsidiaries include the written permission of the operator (if other than a Seller) and any other third party whose permission is legally required, which the Sellers shall reasonably cooperate with Buyer in securing), Buyer and its authorized representatives shall be permitted to enter upon the Assets, inspect the same, review all of the Sellers’ files and records (other than those for which the Sellers have an attorney-client privilege, excluding title opinions) relating to the Assets, and generally conduct visual, non-invasive tests, examinations, and investigations; provided, however, that such entry shall not interfere with the ordinary conduct of business or operation of the Assets and, unless the Company provides written consent otherwise, at all times during such entry, Buyer’s authorized representatives shall be accompanied by at least one representative of the Company. No sampling or other invasive inspections of the oil and gas Assets may be conducted without the Company’s prior written consent, which consent may be withheld in the Company’s sole discretion. The Sellers will have the right, which they may exercise in their Representatives sole discretion, to (i) keep all information received (whether prior to or after the date of this Agreement) from Parentobserve such investigation, Merger Sub and their respective Affiliates and Representatives in connection with the Merger and the other Transactions confidential and (ii) use promptly receive a copy of all results, analyses, reports, and reviews, except for such information solely for which Buyer has an attorney-client privilege. All information obtained or reviewed by Buyer shall be maintained confidential by Buyer and shall be governed by the purpose of implementing the Merger and the other Transactions; provided that the restrictions in this Section 5.6(b) shall not apply to information that (A) at the time of disclosure is already in the possession terms of the Company, its Subsidiaries or their respective Affiliates or Representatives; (B) is or becomes generally available to the public; (C) is or becomes available to the Company, its Subsidiaries or their respective Affiliates or Representatives from a source other than the Company, its Subsidiaries or their respective Affiliates or Representatives, provided that such source is not, to the Knowledge of the Company, bound by an obligation of confidentiality to Parent or Merger Sub with respect to such information; (D) is independently developed by the Company, its Subsidiaries or their respective Affiliates or Representatives without reference to, incorporation of, or other use of such information from any source that to the Knowledge of the Company is bound by an obligation of confidentiality to Parent or Merger Sub with respect thereto; or (E) is required or requested by Law or judicial process to be disclosed. The obligations of the Company under this Section 5.6(b) shall survive the termination of this Agreement for a period of two yearsConfidentiality Agreement. (c) This Section 5.6 7.1 shall not require the Company or its Subsidiaries Sellers to permit any accessaccess to, or to disclose (i) any information that, in the reasonable, good faith judgment (after consultation with counsel, which may be in-house inhouse counsel) of the CompanySellers, is reasonably likely to result in any violation of any applicable Law or Order or any Contract to which the Company or its Subsidiaries a Seller is a party or cause any privilege (including attorney-client privilege, except with respect to title opinions) that the Company or its Subsidiaries a Seller would be entitled to assert to be undermined with respect to such information and such undermining of such privilege could in the Company’s Sellers’ good faith judgment (after consultation with counsel, which may be in-house counsel) adversely affect in any material respect the Company’s Sellers’ position in any pending or, what the Company Sellers believes in good faith (after consultation with counsel, which may be in-house counsel) could be, future litigation, litigation or (ii) if the Company or any of its AffiliatesSellers, on the one hand, and Parent Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation, any information that is reasonably pertinent thereto or (iii) any information that in the reasonable judgment of the Company would result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality if the Company shall have used commercially reasonable efforts to obtain the consent of such third party to such disclosurethereto; provided provided, that, in the case of clause (i), the parties hereto Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (A) would not (in the good faith belief of the Company Sellers (after consultation with counsel, which may be in-house counsel)) be reasonably likely to result in the violation of any such applicable Law or Order or Contract or be reasonably likely to cause such privilege to be undermined with respect to such information or (B) could reasonably (in the good faith belief of the Company Sellers (after consultation with counsel, which may be in-house counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives representatives of Parent Buyer could be provided access to such information. (d) The information provided pursuant to this Section 5.6 7.1 shall be used solely for the purpose of the Merger and the other Transactionstransactions contemplated by this Agreement, and such information shall be kept confidential by Buyer and the Sellers in accordance with with, and Buyer and the Sellers shall otherwise abide by and be subject to the terms and conditions of, the Confidentiality Agreements; providedAgreement. (e) BUYER HEREBY AGREES TO DEFEND, howeverRELEASE, that upon prior notice to the CompanyINDEMNIFY AND HOLD HARMLESS THE SELLER PARTIES FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY BE ASSERTED AGAINST ANY SELLER PARTY BASED UPON INJURY TO PERSON, ParentINCLUDING DEATH, Merger SubOR TO PROPERTY, the Initial Rollover Stockholder and their respective Affiliates shall be permitted to disclose such information and any other information in relation to the Transactions to any Financing Sources or prospective Financing Sources and other financial institutions and investors that are or may become parties to the Financing Commitments and to any underwritersARISING IN ANY MANNER WHATSOEVER FROM ANY INSPECTION BY ANY BUYER PARTY OF THE ASSETS AND ACCESS BY ANY BUYER PARTY TO THE ASSETS PRIOR TO THE CLOSING DATE, initial purchasers or placement agents in connection with the Debt FinancingWHETHER OR NOT BASED UPON STRICT LIABILITY OR CAUSED BY THE SOLE OR CONCURRENT NEGLIGENCE (WHETHER ACTIVE OR PASSIVE) OF ANY SELLER PARTY, and to their respective counsel and auditors, so long as such Persons agree to be bound by customary confidentiality undertakings no less stringent than those contained in the Confidentiality AgreementsUNLESS SUCH INJURY WAS OCCASIONED SOLELY BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF A SELLER PARTY.