Common use of Access; Information Clause in Contracts

Access; Information. (a) Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause its Subsidiaries to, afford the other parties and their officers, employees, counsel, accountants and other authorized representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such Person and its representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company or the Partners Entities or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably request. Neither the Company nor any of the Partners Entities nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The Partners Entities and the Company, respectively, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by Section 6.7(b)). No investigation by any such party of the business and affairs of any other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any such party’s obligation to consummate the transactions contemplated by this Agreement. (c) The Company and Partners shall cause their respective Subsidiaries to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Time.

Access; Information. (a) Upon From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice and subject to applicable Laws relating to the exchange of information, each party shall, the Company will (and shall will cause its Subsidiaries to, ) afford the other parties Parent and their officers, employees, counsel, accountants and other authorized representatives, access, Parent’s Representatives such access during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments records (including Tax Returns and records, and to its officerswork papers of independent auditors), employees, accountants, counsel or other representatives, and, during such period, it shall, Representatives and shall cause properties of the Company and its Subsidiaries toas Parent may reasonably request; provided, furnish promptly to however, that such Person and its representatives (i) a copy access shall not unreasonably disrupt the operations of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company or any of its Subsidiaries. All requests for such access shall be made to such agents of the Partners Entities or Company as the Company may designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent, Purchaser nor any of their respective SubsidiariesRepresentatives shall contact any of the employees, customers, landlords, licensors or suppliers of the Company or any of its Subsidiaries in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of such agents of the Company as the case Company may bedesignate, are not permitted to disclose under applicable Law) and (ii) all other information concerning the business, properties and personnel of it as the other may reasonably requestbe unreasonably withheld. Neither the Company nor any of the Partners Entities nor any of their respective its Subsidiaries shall will be required to provide afford access to or to disclose information where such access or disclosure that would jeopardize the attorney-client privilege of the institution in possession or control of such information or privilege, contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreementwith any third party or violate any Law. The parties hereto Parties will make reasonable appropriate substitute disclosure arrangements under in circumstances where the circumstances in which the restrictions of the preceding previous sentence applyapplies. (b) The Partners Entities and the Company, respectively, Each Party will not use hold any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by provided in connection with this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, Transactions confidential and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by Section 6.7(b)). No investigation by any such party of the business and affairs of any other shall affect or information will be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or be “Evaluation Materials” under the conditions to any such party’s obligation to consummate the transactions contemplated by this Confidentiality Agreement. (c) The Company and Partners shall cause their respective Subsidiaries to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Time.

Access; Information. (a) Upon The Company agrees that upon reasonable prior notice and subject to applicable Laws laws relating to the exchange of information, each party shalland in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it shall afford Acquiror and shall cause its Subsidiaries to, afford the other parties and their officers, employees, counsel, accountants and other authorized representatives, access, such access during normal business hours throughout the period prior from the date of the Original Agreement to the Effective TimeClosing to the books, to all of its records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, books, contracts, commitments personnel and recordssuch other information of the Company, and to its officers, employees, accountants, counsel Subsidiaries as Acquiror (or other representatives, any such representative) may reasonably request and, during such period, it shall, and the Company shall cause its Subsidiaries to, furnish promptly to Acquiror (or such Person and its representatives other representative) (i1) a copy of each material report, schedule and other document filed by it the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities law Securities Laws, promptly after the filing thereof, (other 2) monthly Focus Reports not later than reports or documents that the Company or 25th day after the Partners Entities or their respective Subsidiariesend of each month, as commencing with the case may befirst Focus Report filed after the date of the Agreement, are not permitted to disclose under applicable Law) and (ii3) all other information concerning the business, properties and personnel of it the Company and its Subsidiaries as the Acquiror (or any such other representative) may reasonably request. Neither the Company nor any of the Partners Entities nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where , reasonably promptly after such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence applyrequest. (b) The Partners Entities and the Company, respectively, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by Section 6.7(b)). No investigation by any such party Acquiror of the business and affairs of any other the Company or its Affiliates shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the any conditions to any such party’s 's obligation to consummate the transactions contemplated by this Agreement. (c) The Company and Partners shall cause their respective Subsidiaries to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Time.

Access; Information. (a) Upon Each of Parent and Company agrees that upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each party shall, it will (and shall will cause its Subsidiaries to, ) afford the other parties party, and their the other party’s officers, employees, counsel, accountants and other authorized representativesRepresentatives, access, such access during normal business hours throughout the period prior before the Effective Time to the Effective Timebooks, to all records (including Tax Returns and work papers of its independent auditors), properties, books, contracts, commitments and records, personnel and to its officers, employees, accountants, counsel or such other representatives, information as the other party may reasonably request and, during such period, it shall, and shall cause its Subsidiaries to, will furnish promptly to such Person and its representatives the other party (i1) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company or the Partners Entities or their respective Subsidiariesbanking laws, as the case may be, are not permitted to disclose under applicable Law) and (ii2) all other information concerning the business, properties and personnel of it as the other may reasonably request. Neither the Parent nor Company nor any of the Partners Entities nor any of their respective Subsidiaries shall will be required to provide afford access to or to disclose information where such access or disclosure that would jeopardize the attorney-client privilege of the institution in possession or control of such information or privilege, contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreementwith any third party, or violate any law or regulation. The parties hereto will make appropriate substitute disclosure arrangements under in circumstances where the circumstances in which the restrictions of the preceding previous sentence applyapplies. (b) The Partners Entities and the Company, respectively, Each party will not use hold any information obtained pursuant which is nonpublic and confidential to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 extent required by, and in accordance with with, the terms thereof, Confidentiality Agreement between Parent and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence Company (except as permitted by Section 6.7(bthe “Confidentiality Agreement”)). . (c) No investigation by any such party Parent or Company of the business and affairs of any the other shall party, pursuant to this Section 6.06 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any such party’s obligation to consummate the transactions contemplated by this Agreementhereby. (cd) The Company Each party hereby acknowledges that it is aware, and Partners shall cause their respective Subsidiaries to permit the Partners Entities that it will advise its directors, officers, employees, and the Company and their respective Representatives, agents who are informed as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to matters which are the Company subject of this Agreement, that the United States securities laws prohibit any person who has received from an issuer or Partnersits affiliates material, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels non-public information from purchasing or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result selling securities of such inspection, and (ii) that issuer or from communicating such information to any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Timeother person.

Access; Information. (a) Upon The Company agrees that, upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each party shall, it shall afford Parent and shall cause its Subsidiaries to, afford the other parties and their officers, employees, counsel, accountants and other authorized representatives, access, representatives such access during normal business hours throughout the period prior to the Effective TimeTime to the books, to all records (including, without limitation, shareholder records, Tax Returns and work papers of its properties, booksindependent auditors), contracts, commitments properties and records, personnel and to its officers, employees, accountants, counsel or such other representatives, information as may reasonably request and, during such period, it shall, and shall cause its Subsidiaries toas promptly as is reasonably practicable, furnish promptly to such Person and its representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company or the Partners Entities or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) and (ii) Parent all other information concerning the its business, properties and personnel of as it as the other may reasonably request. Neither the . (b) The Company nor any of the Partners Entities nor any of their respective Subsidiaries shall not be required to provide access to to, or to disclose disclose, information where such access or disclosure would jeopardize the any attorney-client privilege of the institution in possession or control of such information or contravene contravene, any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto Company will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (bc) The Partners Entities and Company agrees that, subject to applicable laws, it shall cooperate in good faith with Parent on mutually agreed operating issues which the Company, respectively, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 parties agree have priority. (to which it was not entitled under Law or any agreement other than this Agreementd) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by Section 6.7(b)). No investigation by any such party of the business and affairs of any other party shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any such party’s obligation to consummate the transactions contemplated by this Agreement. (ce) The parties acknowledge that the Company and Partners shall cause their respective Subsidiaries to permit Parent have previously executed a Confidentiality Agreement dated July 6, 2005 (the Partners Entities “Confidentiality Agreement”), which Confidentiality Agreement will continue in full force and effect in accordance with its terms and each of Parent and the Company and their respective Representatives, will hold any “Confidential Information” (as applicable to conduct a physical inspection defined in the Confidentiality Agreement) confidential in accordance with the terms of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective TimeConfidentiality Agreement.

Access; Information. (a) Upon reasonable notice and subject to applicable Laws laws relating to the exchange of information, each party the Company and Buyer shall, and each shall cause its Subsidiaries to, afford Buyer or the other parties Company, as the case may be, and their its officers, employees, counsel, accountants accountants, advisors and other authorized representativesrepresentatives (collectively, "Representatives"), access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and recordsrecords (including, without limitation, work papers of independent auditors), and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, and shall cause its Subsidiaries to, furnish promptly to such Person Buyer or the Company, as the case may be, and its representatives the Representatives (i) a copy of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law laws (other than reports or documents that the Company or the Partners Entities Buyer, or their respective Subsidiaries, as the case may be, are not permitted to disclose under applicable Law) law), and (ii) all other information concerning the business, properties and personnel of it the Company or Buyer and its Subsidiaries, as the other case may be, as Buyer or the Company or any Representative may reasonably request. Neither the Company or Buyer nor any of the Partners Entities nor any of their its respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would jeopardize jeopardizes the attorney-client privilege of the institution in possession or control of such information or contravene contravenes any Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will Consistent with the foregoing, the Company or Buyer, as the case may be, agrees to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence apply. (b) The Partners Entities Buyer and the Company, respectively, will not use any information obtained pursuant Company agree to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by provided in, and subject to the provisions of, the Confidentiality Agreement (as defined in Section 6.7(b9.2(a)), as if it were the party receiving the confidential information as described therein). No investigation by any such party Buyer or the Company of the business and affairs of any other the Company or Buyer, respectively, shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any such party’s obligation Buyer's or the Company's respective obligations to consummate the transactions contemplated by this Agreement. (c) The Company and Partners shall cause their respective Subsidiaries to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Time.

Access; Information. (a) Upon From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice notice, the Company will (and subject to applicable Laws relating to the exchange of information, each party shall, and shall will cause its Subsidiaries to, ) afford Parent and Parent’s Representatives such access during normal business hours to the other parties and their officers, employees, counsel, accountants and other authorized representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its propertiesagents, books, contracts, commitments records (including Tax Returns and records, work papers of independent auditors) and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, properties of the Company and shall cause its Subsidiaries toas Parent may reasonably request; provided, furnish promptly to however, that such Person and its representatives (i) a copy access shall not unreasonably disrupt the operations of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company or any of its Subsidiaries. All requests for such access shall be made to such agents of the Partners Entities or their respective Subsidiaries, Company as the case Company may bedesignate, are not who will be solely responsible for coordinating all such requests and all access permitted to disclose under applicable Law) and (ii) all other information concerning hereunder. Notwithstanding the businessforegoing, properties and personnel of it as the other may reasonably request. Neither neither the Company nor any of the Partners Entities nor any of their respective its Subsidiaries shall will be required to provide afford access to or to disclose information where that would (1) jeopardize the attorney client privilege, provided that the Company will nonetheless provide Parent and its Representatives with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such access privileged analyses, (2) violate any of its contractual obligations with respect to confidentiality if the Company will have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure would jeopardize without requiring the attorney-client privilege of the institution in possession Company to pay any amount or control of waive any rights to obtain such information consent or contravene (3) violate any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto Parties will make reasonable appropriate substitute disclosure arrangements under in circumstances where the circumstances in which the restrictions of the preceding previous sentence applyapplies. (b) The Partners Entities Each Party will hold any information provided in connection with this Agreement or the Transactions confidential and any such information provided by the Company, respectivelyits Subsidiaries or their respective Representatives to Parent, Merger Sub or any of their respective Representatives, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by Section 6.7(b)). No investigation by any such party of the business and affairs of any other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or be “Information” under the conditions to any such party’s obligation to consummate the transactions contemplated by this Confidentiality Agreement. (c) The Company and Partners shall cause their respective Subsidiaries will provide to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct Parent a physical inspection copy of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth opinion referenced in Section 5.1(p3.01(u) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity promptly after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) date of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Timethis Agreement solely for information purposes.

Access; Information. (a) Upon The Company agrees that upon reasonable prior notice and subject to applicable Laws laws relating to the exchange of information, each party shalland in a manner so as to not interfere with the normal business operations of the Company and its Subsidiaries, it shall afford Acquiror and shall cause its Subsidiaries to, afford the other parties and their officers, employees, counsel, accountants and other authorized representatives, access, such access during normal business hours throughout the period prior from the date hereof to the Effective TimeClosing to the books, to all of its records (including Tax Returns and work papers, whether prepared by employees, consultants, or independent auditors), properties, books, contracts, commitments personnel and recordssuch other information of the Company, and to its officers, employees, accountants, counsel Subsidiaries as Acquiror (or other representatives, any such representative) may reasonably request and, during such period, it shall, and the Company shall cause its Subsidiaries to, furnish promptly to Acquiror (or such Person and its representatives other representative) (i1) a copy of each material report, schedule and other document filed by it the Company or any of its Subsidiaries pursuant to the requirements of federal or state securities law Securities Laws, promptly after the filing thereof, (other 2) monthly Focus Reports not later than reports or documents that the Company or 25th day after the Partners Entities or their respective Subsidiariesend of each month, as commencing with the case may befirst Focus Report filed after the date of the Agreement, are not permitted to disclose under applicable Law) and (ii3) all other information concerning the business, properties and personnel of it the Company and its Subsidiaries as the Acquiror (or any such other representative) may reasonably request. Neither the Company nor any of the Partners Entities nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where , reasonably promptly after such access or disclosure would jeopardize the attorney-client privilege of the institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under the circumstances in which the restrictions of the preceding sentence applyrequest. (b) The Partners Entities and the Company, respectively, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by Section 6.7(b)). No investigation by any such party Acquiror of the business and affairs of any other the Company or its Affiliates shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the any conditions to any such party’s 's obligation to consummate the transactions contemplated by this Agreement. (c) The Company and Partners shall cause their respective Subsidiaries to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections to be performed (i) after providing reasonable advance notice to the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective Time.

Access; Information. (a) Upon From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, upon reasonable notice notice, the Company will (and subject to applicable Laws relating to the exchange of information, each party shall, and shall will cause its Subsidiaries to, ) afford Parent and Parent’s Representatives such access during normal business hours to the other parties and their officers, employees, counsel, accountants and other authorized representatives, access, during normal business hours throughout the period prior to the Effective Time, to all of its propertiesagents, books, contracts, commitments records (including Tax Returns and records, work papers of independent auditors) and to its officers, employees, accountants, counsel or other representatives, and, during such period, it shall, properties of the Company and shall cause its Subsidiaries toas Parent may reasonably request; provided, furnish promptly to however, that such Person and its representatives (i) a copy access shall not unreasonably disrupt the operations of each material report, schedule and other document filed by it pursuant to the requirements of federal or state securities law (other than reports or documents that the Company or any of its Subsidiaries. All requests for such access shall be made to such agents of the Partners Entities or their respective Subsidiaries, Company as the case Company may bedesignate, are not who will be solely responsible for coordinating all such requests and all access permitted to disclose under applicable Law) and (ii) all other information concerning hereunder. Notwithstanding the businessforegoing, properties and personnel of it as the other may reasonably request. Neither neither the Company nor any of the Partners Entities nor any of their respective its Subsidiaries shall will be required to provide afford access to or to disclose information where that would (1) jeopardize the attorney client privilege, provided that the Company will nonetheless provide Parent and its Representatives with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such access privileged analyses, (2) violate any of its contractual obligations with respect to confidentiality if the Company will have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure would jeopardize without requiring the attorney-client privilege of the institution in possession Company to pay any amount or control of waive any rights to obtain such information consent or contravene (3) violate any Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto Parties will make reasonable appropriate substitute disclosure arrangements under in circumstances where the circumstances in which the restrictions of the preceding previous sentence applyapplies. (b) The Partners Entities Each Party will hold any information provided in connection with this Agreement or the Transactions confidential and any such information provided by the Company, respectivelyits Subsidiaries or their respective Representatives to Parent, will not use any information obtained pursuant to this Section 6.6 or Section 6.7 (to which it was not entitled under Law Merger Sub or any agreement other than this Agreement) for any purpose unrelated to (i) the consummation of the transactions contemplated by this Agreement or (ii) the matters contemplated by Section 6.7 in accordance with the terms thereof, and will hold all information and documents obtained pursuant to this Section 6.6 or Section 6.7 in confidence (except as permitted by Section 6.7(b)). No investigation by any such party of the business and affairs of any other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to any such party’s obligation to consummate the transactions contemplated by this Agreement. (c) The Company and Partners shall cause their respective Subsidiaries to permit the Partners Entities and the Company and their respective Representatives, as applicable to conduct a physical inspection of the Company Vessels or the Partners Vessels, as applicable, during the period prior to the Closing (such inspections will be deemed to be performed (i) after providing reasonable advance notice to “Information” under the Company or Partners, as applicable, of the specific inspection requests, (ii) during normal business hours and (iii) without interfering with the normal course of business of the Company Vessels or Partners Vessels and their respective crew members, as applicable). The parties acknowledge and agree that, notwithstanding this Section 6.6 or other provisions herein to the contrary, (i) neither the Company nor Partners shall be obligated to repair any Company Vessel or Partners Vessel, as applicable, or cure any breach related to the Company Vessels or Partners Vessels, as applicable, as a result of such inspection, and (ii) that any costs or expenses to remedy the conditions and exceptions set forth in Section 5.1(p) of the Company Disclosure Schedule remain the obligation of the Company and the Surviving Entity after the Effective Time and any costs or expenses to remedy the conditions and exceptions set forth in Section 5.2(p) of the Partners Disclosure Schedule remain the obligation of Partners and Partners GP after the Effective TimeConfidentiality Agreement.