Common use of Access; Confidentiality; Notice of Certain Events Clause in Contracts

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and PECO shall, and shall cause each of the Subsidiaries of PECO and the Company Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and PECO shall, and shall cause each of the Company Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (provided, however, that the withholding Party shall use reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicable, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company shall give prompt notice to PECO, and PECO shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers or the other Transactions or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, (ii) of any Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating to the Mergers or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECO, respectively, which makes, or is reasonably likely to make, any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law Law, (i) General Partner and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and PECO Partnership shall, and shall cause each of the Partnership Subsidiaries (and if permitted, each of PECO and the Company SubsidiariesPartnership JVs), respectively, to afford to the other Party Parent and to the Representatives of Parent who have a need to know such other Party information reasonable access during normal business hours and upon reasonable advance notice in a manner that does not interfere unreasonably with the disclosing Party’s business to all of their respective properties, vessels, offices, books, contracts, commitmentsContracts, personnel and records andrecords, during such period, (ii) each of the Company General Partner and PECO Partnership shall, and shall cause each of the Company Partnership Subsidiaries (and if permitted, each of the PECO Subsidiaries, respectively, Partnership JVs) to, furnish reasonably promptly to the other Party (i) a copy Parent and to Representatives of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) Parent all other information (financial or otherwise) concerning its business, properties properties, vessels and personnel as Parent or such other Party Representative of Parent may reasonably requestrequest and (iii) each of General Partner and Partnership shall instruct their respective Representatives, taking into account the relative size of the Partiesship managers and pool managers, as applicable, to cooperate in connection with such access and disclosure obligations. Notwithstanding the foregoing, neither the Company General Partner nor PECO Partnership shall be required by this Section 6.1 to provide the other Party Parent or the Representatives of such other Party Parent with access to or to disclose information, information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty) or ), (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each ) or (D) if doing so would violate any COVID-19 Measure or policy or guideline related to COVID-19 or if doing so would, in the reasonable determination of the Company disclosing party, endanger the health and PECO will safety of the personnel of the disclosing party as a result of COVID-19 or any worsening or resurgence thereof (provided, however, that (x) the disclosing party shall use reasonable best efforts to provide appropriate substitute arrangements to permit reasonable access or disclosure not in violation of any such COVID-19 Measure or otherwise reasonably required to protect health and safety of the personnel of the disclosing party as a result of COVID-19 or any worsening or resurgence thereof and (y) the Parties do not intend this clause (D) to prohibit in-person inspections of vessels). Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of General Partner, the other Party Partnership the Partnership Subsidiaries or the Partnership JV’s that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to and in writing by accordance with the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available Confidentiality Agreement. Subject to the public other than as a result occurrence of a breach of this Section 6.1(b). The Company or PECOthe Closing, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliatesthe Confidentiality Agreement shall terminate on the Closing Date. (c) The Company Partnership shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to Partnership, of any of the Companyfollowing to occur after the date of this Agreement, (i) of any notice or other material communication received by such Party (A) or any of its Subsidiaries from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions Transactions, or (B) from any other Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, (ii) of any Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, Transaction and (iiiii) upon becoming aware of the occurrence or impending occurrence of any eventbreach or other fact, changecircumstance or Effect that, development or circumstance relating the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would reasonably be expected to it cause or result in any of the conditions to the Merger set forth in Article VII not being satisfied; provided, however, that no such notification shall affect or be deemed to modify or cure any breach of any representation or warranty of the Partnership set forth herein or the conditions to the obligations of Parent and Merger Sub to consummate the Transactions, including the Merger, or the remedies available to the Parties hereunder. (d) No access, rights to inspection, information or notice delivered by either Party or any of their respective Representatives shall affect or be deemed to modify or waive any of the Company Subsidiaries representations or warranties of the Subsidiaries other Party set forth in this Agreement or be deemed to amend or update the Partnership Disclosure Letter or Parent Disclosure Letter or cure any breach of PECO, respectively, which makes, any representation or is reasonably likely warranty requiring disclosure of such matter prior to make, the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any notice pursuant to Section 6.1(c) shall not affect any of the conditions set forth in Article VII or give rise to not be satisfied. The failure any right to deliver terminate under Article VIII, except for any such notice, in and failure that constitutes a Willful Breach of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.this Agreement..

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company Hurricane and PECO Cyclone shall, and shall cause each of the Hurricane Subsidiaries of PECO and the Company Cyclone Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company Hurricane and PECO Cyclone shall, and shall cause each of the Company Hurricane Subsidiaries and the PECO Cyclone Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company Hurricane nor PECO Cyclone shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business and not otherwise in breach of this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company Hurricane and PECO Cyclone will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company Hurricane and PECO Cyclone will hold, and will cause each of its Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to and in writing by accordance with the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company Hurricane shall give prompt notice to PECOCyclone, and PECO Cyclone shall give prompt notice to the CompanyHurricane, (i) of any notice or other communication received by such Party (A) or any of its Subsidiaries from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to Hurricane, the Surviving Corporation or Cyclone, (ii) of any Proceeding legal proceeding commenced or, to any the applicable Party’s 's knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, (iii) of any notice or other communication received by any Party from any Person requesting the convening of a meeting of the shareholders of such Party and (iiiiv) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance Effect relating to it or any of the Company Hurricane Subsidiaries or the Subsidiaries of PECOCyclone Subsidiaries, respectively, which makeswould reasonably be expected to have, individually or in the aggregate, a Hurricane Material Adverse Effect or a Cyclone Material Adverse Effect, as the case may be, or is which would reasonably likely be expected to makeprevent or materially delay or impede the consummation of the Transactions. (d) No access, rights to inspection, information or notice delivered by either Party or any of their respective Representatives shall affect or be deemed to modify or waive any of the representations or warranties of the other Party set forth in this Agreement or cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any notice pursuant to Section 6.1(c) shall not affect any of the conditions set forth in Article VII or give rise to not be satisfied. The failure any right to deliver terminate under Article VIII, except for any such notice, in and failure that constitutes a Willful Breach of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VIIthis Agreement.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries of PECO and the Company Parent Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records (in each case, whether in physical or electronic form) and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries and the PECO Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement any and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its and its Subsidiaries’ business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts efforts, including entering into a common defense or common interest, or other similar agreement, to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws subject to prior execution of a common interest or joint defense agreement in customary form. If any material is withheld by a Party pursuant to the preceding sentence, such Party shall (subject to the preceding sentence) inform the other Party as to the general nature of what is being withheld to the extent permitted under applicable Law. Each of the Company and PECO Parent will use commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity Relevant Authority in connection with this Agreement, the Mergers Agreement or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Transactions, if the subject matter of such communication or the other Transactionsfailure of such Party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Proceeding legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Transaction, (iii) in the case of Parent, of any notice or other communication received by Parent from any Person requisitioning the convening of a meeting of the holders of Parent Shares, (iv) in the case of the Company, of any notice or other Transactioncommunication received by the Company from any Person calling for a meeting of the holders of Company Shares, and (iiiv) upon becoming aware of the occurrence or impending occurrence of any event, change, development event or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECOParent Subsidiaries, respectively, which makeswould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or is which would reasonably likely be expected to makeprevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice by itself shall not affect any of the conditions set forth in Article VII or give rise to not be satisfied. The failure any right to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in terminate under Article VIIVIII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries of PECO and the Company Parent Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records (in each case, whether in physical or electronic form) and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries and the PECO Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement any and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its and its Subsidiaries’ business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent and Company to the extent reasonably required for the purpose of complying with applicable Antitrust Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of the Company and PECO Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreements. (c) The Company shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Proceeding legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development event or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECOParent Subsidiaries, respectively, which makeswould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or is which would reasonably likely be expected to makeprevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the conditions set forth in Article VII or give rise to not be satisfied. The failure any right to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in terminate under Article VIIVIII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company First Merger Effective Time or the earlier date, if any, on which this Agreement is terminated pursuant in accordance with Article VIII, subject to Section 8.1, applicable Laws relating to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice exchange of counselinformation, each of the Company and PECO Parent shall, and shall cause each of the their respective Subsidiaries of PECO and the Company Subsidiariesto, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitmentsContracts, personnel and records and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company their respective Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (Ax) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (provided, however, that the withholding Party shall use its commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (By) the disclosure of which would violate or contravene any Law or duty (provided, however, that the withholding Party shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Cz) that is subject to any attorney-client, attorney work product or other legal privilege of such Party or its Subsidiaries (provided, however, that the withholding Party shall use its commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and PECO Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) No investigation by either Parent, Merger Sub or their Representatives, on the one hand, or by the Company or its Representatives, on the other, shall affect the representations, warranties, covenants or agreements of the other, set forth in this Agreement. (d) The Company shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) person is or may be required in connection with the Mergers or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to the Company, the First Merger Surviving Entity or Parent, (ii) of any Legal Proceeding commenced or, to any Party’s knowledge, threatened in writing against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers or any other Transaction, and (iii) upon becoming aware if (A) any representation or warranty made by such Party contained in this Agreement becomes untrue or inaccurate such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date or (B) such Party fails to comply with or satisfy in any material respect any covenant, condition or agreement to be complied with or satisfied by it under this Agreement such that it would be reasonable to expect that the applicable closing conditions would be incapable of being satisfied by the Outside Date; provided, however, that no such notification shall affect the representations, warranties, covenants or agreements of the occurrence Parties or impending the conditions to the obligations of the Parties under this Agreement. Without limiting the foregoing, the Company shall give prompt notice to Parent, and Parent shall give prompt notice to the Company, if, to the knowledge of such Party, the occurrence of any eventstate of facts, change, development development, event or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECO, respectively, which makescondition would cause, or is would reasonably likely be expected to makecause, any of the conditions to Closing set forth in Article VII herein not to be satisfied or satisfaction to be materially delayed, as the case may be, provided, however, that the delivery of any notice pursuant to this Section 6.1(d) shall not be satisfiedcure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice, in and of itself, notice shall not result in the failure of, or otherwise affect, affect any of the conditions set forth in Article VII. (e) Each of Parent and Merger Sub acknowledges and agrees that it is not authorized to and shall not (and shall not permit any of its employees, agents, representatives or Affiliates to) contact any employees, customers, suppliers, distributors or other material business relations of the Company prior to the Closing without the prior consent of the Company; provided, however that Parent and its employees, agents, representatives or Affiliates shall not be prohibited from contacting customers, suppliers, distributors or other material business relations of Parent in the ordinary course of business and not related to the Company or the Transactions; provided, further, that Parent, Merger Sub and their respective Representatives shall be permitted to contact the employees, customers, suppliers, distributors or other business relations of the Company to the extent contemplated by the arrangements established by the Parties under Sections 6.16 and 6.17, but only after prior notice to the Company, and consultation with the Company regarding the most appropriate means to contact such persons so as to preserve the Company’s relationships with such persons and not disrupt the business operations of either such persons or the Company.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger earlier of (i) the Effective Time or and (ii) the date, if any, on which termination of this Agreement is terminated pursuant to Section 8.19.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and PECO shall, and shall use its reasonable best efforts to cause each of the its Subsidiaries of PECO to, upon reasonable prior written notice from HoldCo, give (i) HoldCo and the Company Subsidiaries, respectively, to afford to the other Party and to the its Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective propertiesthe Group Companies’ books, records, senior officers, key employees, offices, booksfacilities and properties, contracts, commitments, personnel and records and, during such period, each of the Company and PECO shall, and shall cause each of the Company Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all furnish to HoldCo and its Representatives such existing financial and operating data and other information concerning the Group Companies (financial or otherwiseincluding the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants and subject to the execution of customary access letters) concerning its business, properties and personnel as such other Party Persons may reasonably request; and (iii) instruct its employees, taking into account the relative size legal counsel, financial advisors, auditors and other Representatives to reasonably cooperate with HoldCo in its investigation of the PartiesGroup Companies; provided that all such access shall be coordinated through the Company or its Representatives. The terms of the Confidentiality Agreement shall apply to any information provided pursuant to this Section 7.2. Notwithstanding anything to the foregoingcontrary set forth herein, neither the Company nor PECO any of its Subsidiaries shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to to, or to disclose information, to the extent such access or disclosure would (A) that is subject to jeopardize the terms attorney-client or similar privilege of a confidentiality any Group Company, (B) contravene any applicable Law or requirements of any Governmental Entity or any binding agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (providedincluding with respect to any competitively sensitive information, however, that the withholding Party shall use reasonable best efforts to obtain the required consent of such third party to such access or disclosureif any), (BC) the disclosure violates any of which would violate any Law or duty (providedits obligations with respect to confidentiality, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (CD) that is subject to any attorney-client, attorney work product unreasonably interfere with the normal business or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each operations of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunderGroup Companies. (b) Each of the Company and PECO will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicable, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company shall give prompt written notice to PECOHoldCo, and PECO HoldCo shall give prompt written notice to the Company, (i) of any written notice or other written communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company and its Subsidiaries, the Surviving Entity or HoldCo, or (ii) of any Proceeding Action commenced or, to any such Party’s knowledgeKnowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, and Transaction or (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating Effect to it or any of the Company its Subsidiaries or the Subsidiaries of PECO, respectivelyAffiliates, which makes(A) individually or in the aggregate, would or is would reasonably likely be expected to, prevent, materially delay or materially impede the ability of HoldCo or Merger Sub to makeconsummate the Merger or the other Transactions in accordance with the terms of this Agreement or (B) individually or in the aggregate, would or would be expected to have, a Material Adverse Effect, as the case may be. No failure or delay in delivering any such notice shall affect any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VIIVIII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and PECO Parent shall, and shall cause each of the Parent Subsidiaries of PECO and the Company Subsidiaries, respectively, to, and with respect to the Company only, shall use commercially reasonable efforts to cause the Company Advisor and the Company Sub-Advisor to, afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries and the PECO Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, (Ax) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (By) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Cz) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and PECO Parent will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Prior to the Company Merger Effective Time, each of Parent, Merger Sub and Partnership Merger Sub shall not, and shall cause their respective Representatives and affiliates not to, contact or otherwise communicate with the employees of the Company Advisor or the Company Sub-Advisor (other than those employees set forth on Section 6.1(a) of the Company Disclosure Letter) or other parties with which the Company or any Company Subsidiary has a business relationship (including any tenants or lenders) regarding the business of the Company and the Company Subsidiaries or this Agreement and the Transactions without the prior written consent of the Company. Prior to the Company Merger Effective Time, the Company shall not, and shall cause its Representatives and affiliates not to, contact or otherwise communicate with the employees of Parent or any Parent Subsidiary (other than those employees set forth on Section 6.1(a) of the Parent Disclosure Letter) or other parties with which Parent or any Parent Subsidiary has a business relationship (including any tenants or lenders) regarding the business of Parent and the Parent Subsidiaries, this Agreement and the Transactions without the prior written consent of Parent. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreements. (c) The Company shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers or the other Transactions or Transactions, (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, or (C) with respect to the Company only, of any written notice received from any Person in connection with (I) any violation or default under or notice to terminate, not renew or challenge the validity or enforceability of any Company Material Contract or any Material Company Lease or (II) any event or circumstance that would give rise to any option to purchase, right of first refusal or first offer, or any other right to purchase in favor of any Person under any Company Material Contract or Material Company Lease, which, in each case of clause (I) or (II) would, individually, cause losses to the Company or any Company Subsidiary of more than $5,000,000 or, in the aggregate, cause losses to the Company or any Company Subsidiary of more than $25,000,000, (ii) of any Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECOParent Subsidiaries, respectively, which makes, makes or is reasonably likely to make, make any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries of PECO and the Company Parent Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records (in each case, whether in physical or electronic form) and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries and the PECO Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement any and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its and its Subsidiaries’ business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws subject to prior execution of a common interest or joint defense agreement in customary form. Each of the Company and PECO Parent will use commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Proceeding legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, (iii) in the case of Parent, of any notice or other communication received by Parent from any Person requisitioning the convening of a meeting of the holders of Parent Shares, (iv) in the case of the Company, of any notice or other communication received by the Company from any Person calling for a meeting of the holders of Company Shares, and (iiiv) upon becoming aware of the occurrence or impending occurrence of any event, change, development event or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECOParent Subsidiaries, respectively, which makeswould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or is which would reasonably likely be expected to makeprevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the conditions set forth in Article VII or give rise to not be satisfied. The failure any right to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in terminate under Article VIIVIII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.19.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company and PECO Parent shall, and shall cause each of the Parent Subsidiaries of PECO and the Company Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, booksContracts, contractspersonnel, commitments, personnel books and records and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries and the PECO Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account including information about the relative size Company’s financing, hedging activities, portfolio risk and portfolio activities, and, at the request of Parent, the PartiesCompany shall provide regular updates to Parent regarding its portfolio risk and portfolio activities, including through weekly conference calls. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosuredisclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) ), or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-clientattorney­client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Laws. Each of the Company and PECO Parent will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicablenon-public information, including any information exchanged pursuant to this Section 6.17.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Offer, the Merger or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Offer, the Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Proceeding legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Offer, the Merger or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development event or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECOParent Subsidiaries, respectively, which makeswould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or is which would reasonably likely be expected to makeprevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 7.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the conditions set forth in Annex B or give rise to any right to terminate under Article VII IX. (d) Prior to not be satisfied. The failure the Closing, the Company shall cause the Company Manager and each affiliate of the Company Manager to deliver any such notice, to the Company all Contracts and records in and of itself, shall not result in its possession or control to the failure of, or otherwise affect, any extent they pertain to the business of the conditions set forth Company and the Company Subsidiaries. (e) The Company shall give written notice to Parent as promptly as practicable if at any time the Liquidity Ratio Test is not satisfied, and the Company shall in Article VIIgood faith consider implementing the reasonable recommendations of Parent with respect to maintaining adequate liquidity.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to To the extent permitted by applicable Law and ContractsContracts and reasonably related to the consummation of the Transactions or the prorations contemplated hereunder to occur following the Closing, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and PECO shall, and shall cause each of the Subsidiaries of PECO Buyer Parties and the Company Subsidiaries, respectively, to Seller Parties shall afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective propertiesproperties (including the Target Properties), offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and PECO shall, and shall cause each of the Company Subsidiaries Buyer Parties and the PECO Subsidiaries, respectively, to, Seller Parties shall furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available)Laws, and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request; provided that subject to Section 5.10(a), taking into account no party shall be required to provide access to any of its properties if such access would result in damage to such property or if such access is for the relative size purpose of the Partiesperforming any onsite procedure or investigation (including sampling, boring, drilling, on-site Phase II environmental investigation or other physically intrusive or invasive testing but not including any Phase I environmental investigation or other environmental investigation that does not include any sampling or testing). Notwithstanding the foregoing, neither the Company Buyer Parties nor PECO the Seller Parties shall be required by this Section 6.1 5.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (Ax) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business (provided, however, that the withholding Party shall use reasonable best efforts to obtain the required consent of such third party to such access or disclosure)business consistent with past practice, (By) the disclosure of which would violate any Law or fiduciary duty (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Cz) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company Buyer Parties and PECO the Seller Parties will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. The Seller Parties shall be given a reasonable opportunity to have their representatives present at all times during any inspections, investigations or onsite procedures. (b) Each of the Company Buyer Parties and PECO the Seller Parties will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.15.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to and will otherwise comply with, the terms of the Confidentiality Agreement, which shall remain in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available full force and effect pursuant to the public other than as a result of a breach terms thereof the notwithstanding the execution and delivery of this Section 6.1(b). The Company Agreement or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliatesthe termination thereof. (c) The Company shall Each of the Buyer Parties and the Seller Parties agree to give prompt notice to PECO, and PECO shall give prompt written notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers or the other Transactions or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, (ii) of any Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating to the Mergers or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development event or circumstance relating to it the Buyer Parties (or any of the Company Subsidiaries Buyer Subsidiary) or the Subsidiaries of PECOTarget Properties, respectively, which makescould reasonably be expected to have, individually or is reasonably likely to make, any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure ofaggregate, a Buyer Material Adverse Effect or otherwise affecta Target Property Material Adverse Effect, any of as the conditions set forth in Article VIIcase may be.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts9.1, and subject to the reasonable restrictions imposed from time to time upon advice of counselapplicable Laws, each of the Company and PECO shall, and shall cause each of the its Subsidiaries of PECO to, upon reasonable prior written notice, give Parent and the Company Subsidiariesits authorized Representatives, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, officesthe Company’s contracts, books, contractsrecords, analysis, projections, plans, systems, senior management, commitments, personnel offices and records and, during other facilities and properties; provided that all such period, each access shall be coordinated through the Company or its Representatives. The terms of the Company and PECO shallConfidentiality Agreements shall apply to any information provided pursuant to this Section 7.1. Notwithstanding anything to the contrary set forth herein, and shall cause each of the Company Subsidiaries and the PECO Subsidiaries, respectively, shall not be required to provide access to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (provided, however, that the withholding Party shall use reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for extent such access or disclosure would (i) jeopardize the attorney-client or similar privilege of the Company or any of its Subsidiaries, (ii) unreasonably interfere with the Company’s or any of its Subsidiaries’ business operations, (iii) contravene any applicable Law (including with respect to any competitively sensitive information, if any) or contractual restriction or obligations, or (iv) violates any of its obligations with respect to confidentiality (provided that, in the maximum extent case of each of (i) through (iv), the Company shall use reasonable efforts to allow such access or disclosure in a manner that does not result in a loss or waiver of any such attorney-clientprivilege, attorney work product including entering into appropriate common interest or other legal privilegesimilar agreements). Each of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicable, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company shall give prompt written notice to PECOParent, and PECO Parent shall give prompt written notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Company, the Surviving Entity or Parent, (ii) of any Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, and or (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating Effect to it or any of the Company its Subsidiaries or the Subsidiaries of PECO, respectivelyAffiliates, which makes(A) individually or in the aggregate, would or is would reasonably likely be expected to, prevent, materially delay or materially impede the ability of Parent or Merger Sub to makeconsummate the Merger or the other Transactions in accordance with the terms of this Agreement or (B) individually or in the aggregate, would or would be expected to have, a Material Adverse Effect, as the case may be. No failure or delay in delivering any such notice shall affect any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VIIVIII.

Access; Confidentiality; Notice of Certain Events. (a) From Between the date of this Agreement until and the Company Merger Effective Time Closing or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselcontracts, each of the Company and PECO Parties shall, and shall cause each of the its Subsidiaries of PECO and the Company Subsidiariesto, respectively, to afford to the other Party and to the its respective Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel commitments and records and, during such period, each of the Company and PECO Parties shall, and shall cause each of the Company its Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, business and properties and personnel as such the other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parties shall not be required by this Section 6.1 5.1 to provide the other Party or the its respective Representatives of such other Party with access to or to disclose information(i) material prepared in connection with or relating to the Transactions or any other strategic alternatives contemplated by the Parties, (Aii) information that is subject to the terms of a confidentiality agreement with obligations to a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (provided, however, that each of the withholding Party Giants Parties and the Jaguar Parties, as applicable, shall use their commercially reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (Biii) information the disclosure of which would violate any Law or duty Law, (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or dutyiv) or (C) information that is subject to any attorney-client, attorney work product or other legal privilege or (provided, however, v) information that Parties reasonably believe is competitively sensitive with respect to the withholding Party other Party. The Parties shall use their commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses business of the other Party or any of its Subsidiaries that may result from the any requests for access, data and or information hereunder. Any access to the properties of the Parties or any of its Subsidiaries shall be subject to the other Party’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing without such Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Prior to the Closing, each of the Parties shall not, and shall cause their respective Representatives and Affiliates not to, contact or otherwise communicate with the employees of the other Party or any of its Subsidiaries (other than those senior executive officers set forth on Section 5.1 of the Giants Disclosure Letter or the Jaguar Disclosure Letter) or tenants, lenders or other parties with which such Party or any of its Subsidiaries has a business relationship regarding the business of the such Party and its Subsidiaries or this Agreement and the Transactions without the prior consent of the other Party. (b) Each of the Company and PECO Parties will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to of the Acquired Companies, the PECO Entities or the Transactions, as applicableother Party and its Subsidiaries, including any information exchanged pursuant to this Section 6.15.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company shall Each of the Giants Parties and the Jaguar Parties agree to give prompt notice to PECO, and PECO shall give prompt written notice to the Company, other (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Agreement or the other Transactions or Transactions, (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Transactions, or (C) of any written notice received from any Person in connection with any material violation or default under or notice to terminate, not renew or challenge the other Transactionsvalidity or enforceability of any Giants Material Contract or Jaguar Material Contract, as applicable, (ii) of any Proceeding legal proceeding commenced or, any written threat to any Party’s knowledge, threatened commence against, such Party or any of its Subsidiaries or Affiliates or or, to its knowledge, otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers or any other TransactionTransactions, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any Giants Subsidiary or any Subsidiary of the Company Subsidiaries or the Subsidiaries of PECOsuch Jaguar Party, respectively, which makes, makes or is reasonably likely to make, make any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger earlier of the Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.18.01, to the extent permitted by applicable Law and ContractsLaw, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, (i) each of the Company Gatos and PECO First Majestic shall, and shall cause each of the Gatos Subsidiaries of PECO and the Company First Majestic Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party who have a need to know such information reasonable access during normal business hours and upon reasonable advance notice in a manner that does not interfere unreasonably with the disclosing Party’s business to all of their respective properties, offices, books, contracts, commitments, personnel Contracts and records and(provided that no invasive or intrusive testing or sampling of any environmental media or building materials at any facility or property of the other Party or its Subsidiaries may be conducted without the prior written consent of the other Party), during such period, (ii) each of the Company Gatos and PECO First Majestic shall, and shall cause each of the Company Gatos Subsidiaries and the PECO First Majestic Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account request in connection with the relative size consummation of the PartiesTransactions and (iii) each of Gatos and First Majestic shall instruct their respective Representatives to cooperate in connection with such access and disclosure obligations. Notwithstanding the foregoing, neither the Company Gatos nor PECO First Majestic shall be required by this Section 6.1 6.01 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (A) that such Party or its Representatives is subject to prohibited from providing under the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business and not otherwise in breach of this Agreement (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any applicable Law or legal duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any such Law or duty), (C) that results in the disclosure of competitively sensitive information of either Party or such Party’s respective Subsidiaries, or (CD) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company Gatos and PECO First Majestic will use its commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company Gatos and PECO First Majestic will hold, and will cause each of its Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.16.01, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, and in accordance with the terms of the Confidentiality Agreement (ii) such disclosure is consented to in writing by which shall survive the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach execution and delivery of this Section 6.1(bAgreement and apply to all information furnished thereunder or hereunder). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company Gatos shall give prompt notice to PECOFirst Majestic, and PECO First Majestic shall give prompt notice to Gatos of any of the Companyfollowing to occur after the date of this Agreement, (i) of any written notice or other communication received by such Party or any of its Subsidiaries from any party to any Gatos Material Contract or First Majestic Material Contract, respectively, or (Aii) any written notice received by such Party or any of its Subsidiaries from any Governmental Entity Entity, in either case in connection with this Agreement, the Mergers Merger or the other Transactions or (B) from any Person Transactions, alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, (ii) of any Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, Transaction and (iii) upon becoming aware of the occurrence or impending occurrence of any eventfact, change, development circumstance or circumstance relating to it Effect that would cause or any of the Company Subsidiaries or the Subsidiaries of PECO, respectively, which makes, or is reasonably likely to make, result in any of the conditions to the Merger set forth in Article VII not being satisfied or the failure by such Party to not be satisfied. The failure to deliver any such noticecomply with, in any material respect, any covenant or agreement to be complied with by such Party under this Agreement. (d) Gatos shall reasonably consult with First Majestic regarding the 2025 budget for Gatos and the Gatos Subsidiaries, including by providing a substantially final draft of itselfsuch 2025 budget prior to its submission for approval by the Gatos Board of Directors, in each case to the extent permitted by applicable Law. (e) No access, rights to inspection, information or notice delivered by either Party or any of their respective Representatives shall not result in the failure of, affect or otherwise affect, be deemed to modify or waive any of the conditions representations or warranties of the other Party set forth in Article VIIthis Agreement or be deemed to amend or update the Gatos Disclosure Letter or First Majestic Disclosure Letter or cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. (f) To the extent that any personal information about an identifiable individual (“Transferred Information”) is used or disclosed under this Agreement without the otherwise required knowledge or consent, or both, of the individual subjects of such Transferred Information: (i) the Parties agree that the Transferred Information is necessary to determine whether to proceed with the Transactions contemplated under this Agreement, and if the determination is made to complete the Transactions; (ii) the receiving Party of the Transferred Information shall (A) use and disclose the Transferred Information solely for the purposes related to this Agreement or as otherwise permitted or required by Law; (B) protect the Transferred Information by security safeguards appropriate to the sensitivity of the Transferred Information; and (C) if the transactions contemplated under this Agreement do not proceed, return that information to the Party that disclosed it, or destroy it, within a reasonable time; and (iii) if the transactions contemplated under this Agreement are completed (A) the Parties shall (1) use and disclose the Transferred Information solely for the purposes for which the Transferred Information were collected, permitted to be used or disclosed before the transactions were completed, or as otherwise permitted or required by Law, (2) protect the Transferred Information by security safeguards appropriate to the sensitivity of the information, and (3) give effect to any withdrawal of consent made under applicable Law; and (B) First Majestic shall notify, or cause to be notified, each individual data subject of the Transferred Information, within a reasonable time after the transactions contemplated under this Agreement are completed, that the transactions have been completed and that their personal information has been disclosed in the course of determining whether to proceed with, and completing, such transactions.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and PECO shall, and shall cause each of the Subsidiaries of PECO and the Company Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and PECO shall, and shall cause each of the Company Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (provided, however, that the withholding Party shall use reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicable, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company shall give prompt notice to PECO, and PECO shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, (ii) of any Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECO, respectively, which makes, or is reasonably likely to make, any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.

Access; Confidentiality; Notice of Certain Events. (a) From The Company and Parent each shall, upon reasonable request by the other, furnish the other with all information concerning itself, its Affiliates, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, the Schedule 13e-3 or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Affiliates to any Governmental Authority in connection with the Merger and any other transactions contemplated by this Agreement. (b) 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, without business disruption and consistent with applicable Law, upon reasonable advance notice, from the date of this Agreement until the Company Merger earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel, each of the Company and PECO shall, and shall cause each of the Subsidiaries of PECO and the Company Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company and PECO shall, and shall cause each of the Company Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date termination of this Agreement in accordance with Article VIII, to its properties, personnel, Contracts and other books and records (other than any such matters that directly relate to the Ordinary Course negotiation and execution of Business this Agreement (including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto or any Acquisition Proposal or Superior Proposal)); provided that no investigation pursuant to this Section 6.6 shall be deemed to modify any representation or warranty made by the Company herein, and provided, howeverfurther, that the withholding Party foregoing shall use not require the Company (i) to permit any inspection, or to disclose any information, that would reasonably be expected to 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 best efforts to obtain the required consent of such third party to such access inspection or disclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Cii) that is subject to disclose any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each privileged information of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicable, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company shall give prompt notice to PECO, and PECO shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers or the other Transactions or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, (ii) of any Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates the Company Board or the Special Committee; provided that in the event the Company does not disclose certain information pursuant to the foregoing clauses (i) and (ii), the Company shall give notice to Parent of the fact that it is withholding such information or documents and, at Parent’s reasonable request, the Parties shall use commercially reasonable efforts to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the non-disclosure to the greatest extent reasonably possible, including by arrangement of appropriate clean room procedures, redaction of text from documents or entry into a customary joint defense agreement with respect to any information to be so provided. Notwithstanding the foregoing, Parent and its Representatives shall not be permitted to perform any invasive on-site procedures (including any invasive on-site study) with respect to any property of the Company or its Subsidiaries without the Company’s prior written consent. All requests for information made pursuant to this Section 6.6 shall, unless otherwise directed in writing by the Special Committee, be directed to the Chief Executive Officer, Chief Financial Officer, General Counsel or other executive officer or other Person designated by the Company. The Confidentiality Agreement, dated as of September 23, 2022, by and between the Company and Xxxxx Xxxxxxxx Partners LLC (the “Confidentiality Agreement”), shall apply with respect to information furnished by the Company, its Subsidiaries and their respective Representatives hereunder. (c) To the extent that any of the information or material furnished pursuant to this Section 6.6 or otherwise relating to, involving or affecting such Party or any in accordance with the terms of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating this Agreement may include material subject to the Mergers attorney-client privilege, work product doctrine or any other Transactionapplicable privilege concerning pending or threatened legal proceedings or governmental investigations, the Parties understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement, and under the joint defense doctrine. (iiid) upon becoming aware of Notwithstanding anything to the occurrence or impending occurrence of any eventcontrary in this Section 6.6, change, development or circumstance relating the Company shall not be deemed to it or any have breached this Section 6.6 if the Company cannot provide to Parent access of the Company Subsidiaries pursuant to this Section 6.6 as a result of COVID-19 or the COVID-19 Measures; provided that for so long as any applicable COVID-19 Measures are in effect, the Company shall, and shall cause its Subsidiaries of PECOto, respectively, which makes, use commercially reasonable efforts to provide access to Parent and its Representatives under this Section 6.6 through virtual or is reasonably likely to make, any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VIIother remote means.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time Closing Date or the date, if any, on which this Agreement is terminated pursuant to Section 8.19.01, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company Sellers and PECO the Acquirors shall, and shall cause each of the their respective Subsidiaries of PECO and the Company Subsidiaries, respectively(if applicable), to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contractsContracts, commitments, personnel and records (in each case, whether in physical or electronic form) and, during such period, each of the Company Sellers and PECO the Acquirors shall, and shall cause each of the Company their respective Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement any and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its and its Subsidiaries’ business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company Seller nor PECO the Acquirors shall be required by this Section 6.1 7.01(a) to provide the other Party or the Representatives of such other Party with access to to, or to disclose information, (A) information that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course of Business (providedAgreement, however, that the withholding Party shall use reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use commercially reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company Sellers and PECO the Acquirors will use commercially reasonable best efforts to minimize any disruption to the businesses business of the other Party Company that may result from the requests for access, data and information hereunder. (b) Each of the Company Sellers and PECO the Acquirors will hold, and will cause each of its their respective Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicablenon-public information, including any information exchanged pursuant to this Section 6.17.01(a), in confidence in accordance with, and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with otherwise comply with, the Transactions) by any means, except to terms of the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company shall give prompt notice to PECO, and PECO Sellers shall give prompt notice to the CompanyAcquirors, and the Acquirors shall give prompt notice to the Sellers (i) of any notice or other communication received by such Party (A) from any Governmental Entity Authority in connection with this Agreement, the Mergers Agreement or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, ; (ii) of any Proceeding legal proceeding commenced or, to any Party’s knowledge, threatened against, against such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers or any other Transaction, and Transactions; (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development event or circumstance relating to it or any of the Subsidiaries of the Company Subsidiaries or the Subsidiaries of PECOAcquirors, respectivelythat would reasonably be expected to have, which makesindividually or in the aggregate, a Company Material Adverse Effect or an Acquiror Material Adverse Effect, or is that would reasonably likely be expected to makeprevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 7.01(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the conditions set forth in Article VII ARTICLE VIII or give rise to not be satisfied. The failure any right to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VIIterminate under Section 9.01.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counsel10.1, each of the Company GKN and PECO Dana shall, and shall cause each of their respective Subsidiaries to, consider in good faith any requests to give the Subsidiaries other Party, their officers and a reasonable number of PECO their employees and the Company Subsidiariestheir authorized Representatives, respectivelysuch access, during normal business hours, to afford to their contracts, books, records, analysis, projections, plans, systems, senior management, commitments, offices and other facilities and properties, as may be reasonably requested by the other Party and to for the Representatives purpose of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each providing for the orderly integration of the Company Driveline Business and PECO shall, and shall cause each the business of Dana following the consummation of the Company Transactions; provided that GKN and its Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly shall not be required to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during consider any such period pursuant request to the requirements of federal or state securities Laws (provide any such access to Dana to the extent not publicly availablerelated to the Driveline Business. All such access shall be coordinated through the disclosing Party or its Representatives in accordance with such procedures as they may reasonably establish. The terms of the Confidentiality Agreement shall apply to any information provided pursuant to this Section 8.1. Notwithstanding anything to the contrary set forth in this Section 8.1(a), and (ii) all other information (financial none of GKN or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Dana shall be required by this Section 6.1 to (i) provide the other Party or the Representatives of such other Party with access to to, or to disclose information, to the extent such access or disclosure would (A) that is subject jeopardize the attorney-client or similar privilege of the disclosing Party or any of its Subsidiaries, (B) contain information about the disclosing Party’s strategic inquiries, plans or processes, including the process leading to the terms negotiation and entry into this Agreement, (C) contravene any applicable Law (including with respect to any competitively sensitive information, if any) or contractual restriction, or (D) violate any of a its obligations with respect to confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement (provided that, in the Ordinary Course case of Business clause (providedA), however, that the withholding Party shall party may use reasonable best efforts to allow such access or disclosure in a manner that does not result in loss or waiver of such privilege, including entering into appropriate common interest or similar agreements and, in the cause of clause (D), the withholding party may use reasonable best efforts to obtain the required consent of such any third party to such access or disclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use reasonable best efforts provide access to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from or any of their respective officers, employees or Representatives for the requests for purpose of conducting any sampling of the environment or of building materials or (iii) provide access to the other Party except to the extent such access does not unreasonably disrupt the normal operations of the Party providing access. GKN or Dana may, data as each deems advisable and information hereundernecessary, reasonably designate any competitively sensitive material provided to the other under this Section 8.1(a) as “Antitrust Counsel Only Material”. (b) Each of the Company and PECO will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicable, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company Party shall give the other Parties prompt notice to PECO, and PECO shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement and the Separation Agreement, the Mergers Merger or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, if the subject matter of such communication or the failure of such Party to obtain such consent would reasonably be expected to be material to the Driveline Business or Dana, (ii) of any Legal Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, and Transaction or (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECO, respectivelyEffect, which makescould reasonably be expected to have a Driveline Material Adverse Effect or a Dana Material Adverse Effect, or is reasonably likely as the case may be. The failure to make, any of comply with the covenants contained in this Section 8.1 shall not be taken into account when determining whether the conditions set forth in Article VII to not be IX have been satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company earlier of the Merger Effective Time or and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to any Contract in effect as of the reasonable restrictions imposed from time to time upon advice of counseldate hereof, each of the Company Ferrari Parties and PECO Sierra shall, and shall cause each of the Subsidiaries of PECO and the Company their respective Subsidiaries, respectively, to afford to the other Party Parties and to the Representatives of such the other Party Parties reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records (electronically, in person or otherwise) and, during such period, each of the Company Ferrari Parties and PECO Sierra shall, and shall cause each of the Company their respective Subsidiaries and the PECO Subsidiaries, respectively, to, furnish reasonably promptly to the other Party Parties (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), ) and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO no Ferrari Party or Sierra shall be required by this Section 6.1 to provide the other any Party or the Representatives of such other any Party with access to or to disclose information, (Ax) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (By) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Cz) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company Ferrari Parties and PECO Sierra will use its reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company Ferrari Parties and PECO Sierra will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company Ferrari shall give prompt notice to PECOSierra, and PECO Sierra shall give prompt notice to the CompanyFerrari, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Merger or the other Transactions or Transactions, (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Merger or the other Transactions, or (C) any written notice received from any Person in connection with (I) any violation or default under or notice to terminate, not renew or challenge the validity or enforceability of any Sierra Material Contract, Sierra Third Party Lease, Ferrari Material Contract or Ferrari Third Party Lease, as applicable, or (II) any event or circumstance that would give rise to any option to purchase, right of first refusal or first offer, or any other right to purchase in favor of any Person under any Sierra Material Contract, Sierra Third Party Lease, Ferrari Material Contract or Ferrari Third Party Lease, as applicable, which, in each case of clause (I) or (II) would, individually, cause losses to Sierra or any Sierra Subsidiary, or Ferrari or any Ferrari Subsidiary, as applicable, of more than $2,000,000, (ii) of any Legal Proceeding commenced after the date of this Agreement or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Merger or any other Transaction, including stockholder litigation (“Transaction Litigation”), and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any of the Company Ferrari Subsidiaries or the Subsidiaries of PECOSierra Subsidiaries, respectively, which makes, that makes or is reasonably likely to make, make any of the conditions set forth in Article VII to not be satisfied. The failure . (d) Prior to deliver Ferrari filing or furnishing any forms, reports, certifications, schedules, statements and other documents with the SEC (other than the Proxy Statement, which is addressed in Section 5.4), Ferrari shall provide Sierra reasonable opportunity to review and comment on such noticedocument, which Sierra shall provide to Ferrari reasonably promptly after receipt of such opportunity and that Ferrari shall consider in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VIIgood faith.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselClause 9.1, each of the Company Sun and PECO Willow shall, and shall cause each of the Sun Subsidiaries of PECO and the Company Willow Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records and, during such period, each of the Company Sun and PECO Willow shall, and shall cause each of the Company Sun Subsidiaries and the PECO Willow Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company Sun nor PECO Willow shall be required by this Section 6.1 Clause 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (Ai) that is subject to the disclosure of which would breach the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that in the case of clauses (i)-(iii), the withholding Party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in such a breach or violation or loss of any such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Sun to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. Each of the Company Sun and PECO Xxxxxx will use their commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. Notwithstanding anything in this Agreement to the contrary, neither Xxxxxx nor Sun (nor any of their respective Representatives) shall conduct any invasive sampling of the air, surface water, groundwater, land surface, subsurface strata or building materials at any of the other Party’s or its Subsidiaries’ properties prior to the Merger Effective Time. (b) Each of the Company Sun and PECO Xxxxxx will hold, and will cause each of its their Representatives and Affiliates affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicablenon-public information, including any information exchanged pursuant to this Section 6.1Clause 7.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to and in writing by accordance with the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company Sun shall give prompt notice to PECOXxxxxx, and PECO Xxxxxx shall give prompt notice to the CompanySun, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers Agreement or the other Transactions Transaction, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Transaction, if the subject matter of such communication or the other Transactionsfailure of such Party to obtain such consent could be material to Sun, ListCo or Willow, (ii) of any Proceeding legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliatesaffiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers or any other Transaction, Transaction and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance Effect relating to it or any of the Company Sun Subsidiaries or the Subsidiaries of PECOWillow Subsidiaries, respectively, which makeswould reasonably be expected to have, individually or in the aggregate, a Sun Material Adverse Effect or a Willow Material Adverse Effect, as the case may be, or is which would reasonably likely be expected to make, any prevent or materially delay or impede the consummation of the conditions set forth in Article VII Transaction; provided, however, that the delivery of any notice pursuant to not be satisfied. The failure to deliver any such notice, in and of itself, this Clause 7.1(c) shall not result in cure any breach of any representation or warranty requiring disclosure of such matter prior to the failure of, date of this Agreement or otherwise affect, limit or affect the remedies available hereunder to any of the conditions set forth in Article VIIParty.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries of PECO and the Company Parent Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, books, contracts, commitments, personnel and records (in each case, whether in physical or electronic form) and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries and the PECO Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement any and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its and its Subsidiaries’ business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (Ai) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (Bii) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (Ciii) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use its reasonable best efforts efforts, including entering into a common defense or common interest, or other similar agreement, to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege); provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws subject to prior execution of a common interest or joint defense agreement in customary form. If any material is withheld by a Party pursuant to the preceding sentence, such Party shall (subject to the preceding sentence) inform the other Party as to the general nature of what is being withheld to the extent permitted under applicable Law. Each of the Company and PECO Parent will use commercially reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO Parent will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicableinformation, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Lawand in accordance with, (ii) such disclosure is consented to in writing by and will otherwise comply with, the non-disclosing Party, or (iii) such disclosed information is at terms of the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or AffiliatesConfidentiality Agreement. (c) The Company shall give prompt notice to PECOParent, and PECO Parent shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity Relevant Authority in connection with this Agreement, the Mergers Agreement or the other Transactions Transactions, or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers Transactions, if the subject matter of such communication or the other Transactionsfailure of such Party to obtain such consent could be material to the Company, the Surviving Corporation or Parent, (ii) of any Proceeding legal proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, case in connection with, arising from or otherwise relating to the Mergers Transaction, (iii) in the case of Parent, of any notice or other communication received by Parent from any Person requisitioning the convening of a meeting of the holders of Parent Shares, (iv) in the case of the Company, of any notice or other Transactioncommunication received by the Company from any Person calling for a meeting of the holders of Company Shares, and (iiiv) upon becoming aware of the occurrence or impending occurrence of any event, change, development event or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECOParent Subsidiaries, respectively, which makeswould reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect or a Parent Material Adverse Effect, as the case may be, or is which would reasonably likely be expected to makeprevent or materially delay or impede the consummation of the Transactions; provided, however, that the delivery of any notice pursuant to this Section 6.1(c) shall not cure any breach of any representation or warranty requiring disclosure of such matter prior to the date of this Agreement or otherwise limit or affect the remedies available hereunder to any Party. The failure to deliver any such notice shall not affect any of the conditions set forth in Article VII or give rise to any right to terminate under Article VIII. (d) Other than any communications with Relevant Authorities in connection with the covenants set forth in Section 6.2 (which communications shall be governed by Section 6.2 and not be satisfied. The failure this Section 6.1(d)), each of Parent and the Company shall permit the other Party a reasonable opportunity to deliver review in advance (and include any reasonable comments of the other Party with respect to) any written, substantive communication that it or any of its Representatives makes to, and consult with the other Party in advance of and allow such noticeother Party to participate in any substantive meeting, in and of itselfsubstantive telephone call or substantive conference with, shall not result in the failure of, or otherwise affect, any Relevant Authority (i) regarding any of the conditions set forth in Article VIITransactions (other than ordinary course communications with the FDA that are not primarily related to the Transaction) or (ii) that would reasonably be expected to materially impact the Transactions or the expected benefits thereof.

Access; Confidentiality; Notice of Certain Events. (a) From the date of this Agreement until the Company Merger First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.19.1, to the extent permitted by applicable Law and Contracts, and subject to the reasonable restrictions imposed from time to time upon advice of counselLaw, each of the Company and PECO Parent shall, and shall cause each of the Parent Subsidiaries of PECO and the Company Subsidiaries, respectively, to afford to the other Party and to the Representatives of such other Party reasonable access during normal business hours and upon reasonable advance notice to all of their respective properties, offices, booksContracts, contractspersonnel, commitments, personnel books and records and, during such period, each of the Company and PECO Parent shall, and shall cause each of the Company Subsidiaries and the PECO Parent Subsidiaries, respectively, to, furnish reasonably promptly to the other Party (i) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws (to the extent not publicly available), and (ii) all other information (financial or otherwise) concerning its business, properties and personnel as such other Party may reasonably request, taking into account the relative size of the Parties. Notwithstanding the foregoing, neither the Company nor PECO Parent shall be required by this Section 6.1 7.1 to provide the other Party or the Representatives of such other Party with access to or to disclose information, information (A) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement or entered into after the date of this Agreement in the Ordinary Course ordinary course of Business business consistent with past practice (provided, however, that the withholding Party shall use its reasonable best efforts to obtain the required consent of such third party to such access or disclosuredisclosure or, if unable to do so, to make appropriate substitute arrangements to permit reasonable access or disclosure not in violation of such consent requirement), (B) the disclosure of which would violate any Law or duty (provided, however, that the withholding Party shall use its commercially reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law or duty) or (C) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that the withholding Party shall use reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege). Each of the Company and PECO will use reasonable best efforts to minimize any disruption to the businesses of the other Party that may result from the requests for access, data and information hereunder. (b) Each of the Company and PECO will hold, and will cause each of its Representatives and Affiliates to hold, any confidential, proprietary and nonpublic information relating to the Acquired Companies, the PECO Entities or the Transactions, as applicable, including any information exchanged pursuant to this Section 6.1, in confidence and will not disclose all or any part thereof to any Person (other than their respective Representatives and Affiliates who need to know such information in connection with the Transactions) by any means, except to the extent (i) such disclosure is required by applicable Law, (ii) such disclosure is consented to in writing by the non-disclosing Party, or (iii) such disclosed information is at the time of such disclosure then available to the public other than as a result of a breach of this Section 6.1(b). The Company or PECO, as applicable, will be responsible for any breach of this Section 6.1(b) by any of its Representatives or Affiliates. (c) The Company shall give prompt notice to PECO, and PECO shall give prompt notice to the Company, (i) of any notice or other communication received by such Party (A) from any Governmental Entity in connection with this Agreement, the Mergers or the other Transactions or (B) from any Person alleging that the consent of such Person (or another Person) is or may be required in connection with the Mergers or the other Transactions, (ii) of any Proceeding commenced or, to any Party’s knowledge, threatened against, such Party or any of its Subsidiaries or Affiliates or otherwise relating to, involving or affecting such Party or any of its Subsidiaries or Affiliates, in each case, in connection with, arising from or otherwise relating to the Mergers or any other Transaction, and (iii) upon becoming aware of the occurrence or impending occurrence of any event, change, development or circumstance relating to it or any of the Company Subsidiaries or the Subsidiaries of PECO, respectively, which makes, or is reasonably likely to make, any of the conditions set forth in Article VII to not be satisfied. The failure to deliver any such notice, in and of itself, shall not result in the failure of, or otherwise affect, any of the conditions set forth in Article VII.