Common use of Access to Company Information Clause in Contracts

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, personnel of or pertaining to the Company. (b) The Each of the Parent and each of its Subsidiaries the Acquisition Subsidiary (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries the Acquisition Subsidiary by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries the Acquisition Subsidiary or their respective directors, officers, officers or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries Parent or the Acquisition Subsidiary or their respective directors, officers, officers or employees, (C) which the Parent or any of its Subsidiaries the Acquisition Subsidiary knew or to which the Parent or any of its Subsidiaries the Acquisition Subsidiary had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries the Acquisition Subsidiary rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall (and shall cause each Company Subsidiary to) permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Each of the Parent and each of its Subsidiaries the Acquisition Subsidiary (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its Subsidiaries the Acquisition Subsidiary by the Company or any Company Subsidiary in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries the Acquisition Subsidiary or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries Parent or the Acquisition Subsidiary or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries the Acquisition Subsidiary knew or to which the Parent or any of its Subsidiaries the Acquisition Subsidiary had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the CompanyCompany or any Company Subsidiary, or (D) which the Parent or any of its Subsidiaries the Acquisition Subsidiary rightfully obtains from a source other than the CompanyCompany or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the CompanyCompany or any Company Subsidiary.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective TimeInterim Period, the Company shall, and shall permit representatives of the cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent to have and Parent’s Representatives reasonable access (access, at all reasonable times, times and in a manner so as shall not to unreasonably interfere with the normal business or operations of the Company) Company or any Subsidiary thereof, to all premisesthe officers, employees, accountants, agents, properties, financial offices, and accounting other facilities and to all books, records, contracts, and other records assets of the Company and documentsits Subsidiaries, and personnelthe Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of or pertaining the Company and its Subsidiaries as Parent may reasonably request from time to time; provided, that such access may be limited by the Company to the Company. extent reasonably necessary (bx) The Parent for the Company and each of its Subsidiaries to comply with any applicable COVID-19 Measures or (iy) shall treat for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use safety of any of the Company Confidential Information except or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in connection with this Agreementthe case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (iiior otherwise convey such information regarding the applicable matter as can be conveyed) if this Agreement is terminated for any reason whatsoever, shall return to in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by the Company in connection with this Agreement; provided, howeverincluding the Merger, that it shall not include in accordance with the terms and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any information (A) which, at way the time rights and remedies of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or Merger Sub pursuant to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Companythis Agreement.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its Subsidiaries by the Company or any Company Subsidiary in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated provided that the source of such information is not known by competent evidencethe Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company or any Company Subsidiary, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent Company or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany Subsidiary.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall (and shall cause each Company Subsidiary to) permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its Subsidiaries by the Company or any Company Subsidiary in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated provided that the source of such information is not known by competent evidencethe Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company or any Company Subsidiary, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent Company or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany Subsidiary.

Access to Company Information. (a) During Upon reasonable notice, the Seller shall, and shall cause Services I, Services II or Services, LP, and each Company Subsidiary, to, afford to the Representatives of the Buyer reasonable access, during normal business hours throughout the period from the date of this Agreement prior to the Effective TimeClosing Date, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, 's properties, financial and accounting recordsbooks, contracts, other commitments and records (including, but not limited to, Tax Returns) and documentsthe Affected Employees and, during such period, the Seller shall, and personnelshall cause Services I, of Services II or pertaining Services, LP, and each Company Subsidiary, to, furnish promptly to the Buyer and its Representatives, (i) access to each report, Schedule and other document filed or received by the Seller (with respect to the Company. (b) The Parent or the Company pursuant to the requirements of federal or state securities laws or filed with or sent to any federal or state regulatory agency or commission and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of access to all information concerning the Integrated Assets and the Company Confidential Information except and its respective directors and officers and such other matters as may be reasonably requested by the Buyer or its Representatives in connection with this Agreementany filings, and (iii) if applications or approvals required or contemplated by this Agreement is terminated or for any other reason whatsoever, shall return related to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries transactions contemplated by the Company in connection with this Agreement; provided, however, that it (i) any such access shall be granted only in such a manner as not to interfere unreasonably with the Seller's business operations in respect of the Company or otherwise, (ii) upon being granted such access, the Buyer shall not include interfere with the Seller's business operations in respect of the Company or otherwise, (iii) in granting any such access the Seller, Services I, Services II, Services, LP and the Company Subsidiaries shall not be required to take any action that would constitute a waiver of any legal privilege, including the attorney-client privilege, the work product privilege and the self critical investigation privilege, (iv) in granting any such access, the Seller, Services I, Services II, Services, LP and the Company Subsidiaries shall not be required to provide the Buyer with access to any information (A) whichwhich the Seller, at the time of Services I, Services II, Services, LP or any Company Subsidiary is under a legal or contractual obligation to withhold from disclosure, is available publicly other than as a result of non-permitted disclosure by and (v) in granting such access, the ParentSeller, Services I, Services II, Services, LP and the Company Subsidiaries shall not be required to provide the Buyer with access to any of its Subsidiaries or their respective directorsinformation that relates exclusively to the Excluded Assets, officersprovided that, or employeesin all cases, (B) which, after disclosure, becomes available publicly through no fault of the Parent, Seller shall be entitled to redact information relating to the Excluded Assets from any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or information to which the Parent Buyer is granted access. The Buyer shall, and shall cause its Subsidiaries and Representatives to, hold in strict confidence all documents and information concerning the Seller or the Company furnished or made available to it in connection with the transactions contemplated by this Agreement in accordance with the Confidentiality Agreement, dated January 5, 2001, entered into by and among the Seller, DQE and the Buyer (as amended on April 12, 2002, the "Confidentiality Agreement"); provided, however, that the Buyer shall not be in breach of the Confidentiality Agreement if, following the Closing, it uses Proprietary Information (as defined in the Confidentiality Agreement) that is or was developed for, used by, or otherwise related to the operations of the Company; provided, further, that notwithstanding the foregoing, in no event shall the Buyer or any Buyer Subsidiary (including after the Closing, the Company) directly disclose any such Proprietary Information in any manner that is inconsistent with paragraph (iv) of its Subsidiaries had access the Acknowledgment and Amendment to the Confidentiality Agreement dated April 12, 2002 (except for disclosures made after the Closing to either Xxxxxx Xxxx or Xxxxxx Xxxx Xxxxx but, in either case, only if such person shall have been hired by the Company and except for disclosures of (i) employee information related to Affected Employees, (ii) purchase contracts for goods and services of the Company that were in effect prior to disclosurethe Closing, as demonstrated by competent evidence(iii) work orders of the Company relating to the balance sheet of the Company at the Closing, provided that and (iv) such other information the source disclosure of such information which is not known approved by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanySeller and DQE).

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany , or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany .

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall (and shall cause each Company Subsidiary to) permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its Subsidiaries by the Company or any Company Subsidiary in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated provided that the source of such information is not known by competent evidencethe Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company or any Company Subsidiary, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent Company or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany Subsidiary.

Access to Company Information. (a) During the period from the date of Subject to any restrictions provided in this Agreement (including Section 11.6), (i) each party hereto shall be entitled to inspect and examine the Effective Timebooks, records and accounts of the Company shall permit representatives of the Parent to have Entities at reasonable access (at all reasonable times, times and in a reasonable manner so as not to unduly interfere with the normal management and business operations of any of the Company Entities, and make copies thereof or extracts therefrom; provided that the inspecting party shall bear its own expenses and all reasonable expenses incurred by such Company Entity in any inspection or examination requested by such party pursuant to this sentence; (ii) if the Company prepares or makes available any reporting package or other report or written analysis for any party hereto pursuant to this Section 6.5(a) or otherwise, the Company shall promptly provide a copy thereof to the other parties; (iii) each party shall have the right, at its own expense and from time to time upon reasonable prior notice and at reasonable times and in a reasonable manner so as not to unduly interfere with the management and business of the Company Entities, to perform a review or retain an independent certified public accountant or other outside consultant to audit the Company Entities’ books, records, policies and procedures, such as payroll and tax records, including an independent audit of the Company’s financial statements; provided that no more than one such review or audit may be performed on behalf of a Parent in any Fiscal Year; and (iv) any Director or officer may communicate any information to all premises, properties, financial and accounting records, contracts, other records and documentsany party hereto, and personnel, of or pertaining to the Companyshall have no liability therefor. (b) The Parent Company shall cause to be prepared and delivered to each party hereto all of its Subsidiaries the information described in this Section 6.5(b): (i) shall treat within six Business Days after the end of each calendar month, the monthly profit and hold as confidential loss statements (and any other financial reports, if any) prepared by the management of the Company Confidential Information and provided to the management of the Company or of any MH Member or parent thereof; (as defined belowii) within 45 days after the end of each Fiscal Quarter (or, if earlier, the date on which MH files its periodic report for such Fiscal Quarter with the Securities and Exchange Commission), (iiA) shall not use any the unaudited consolidated balance sheet of the Company Confidential Information except Entities as at the end of such Fiscal Quarter and (B) the related unaudited statements of operations for such Fiscal Quarter, for the portion of the Fiscal Year then ended, in connection the case of each of clauses (A) and (B) prepared in accordance with this Agreement, and GAAP; (iii) within 90 days after the end of each Fiscal Year (or, if this Agreement is terminated earlier, the date on which MH files its periodic report for any reason whatsoeversuch Fiscal Year with the Securities and Exchange Commission), shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information unaudited consolidated balance sheet of the Company that is furnished Entities as at the end of such Fiscal Year and the related unaudited statements of operations and cash flow for such Fiscal Year, in each case prepared in accordance with GAAP; and (iv) concurrent with the delivery of any financial information being delivered to each party hereto pursuant to the Parent foregoing clauses (i) through (iii), a comparison of such financial information to any projections, estimates or any of forecasts that relate to such financial information as set forth in the applicable Preliminary Annual Budget or Annual Budget. (c) Subject to applicable Laws, each party hereto shall, upon reasonable request by another party hereto, provide to such other party such information and data concerning itself and its Subsidiaries by to the Company extent (and only to the extent) required to enable such other party and its Subsidiaries to comply with applicable Law; provided that such requests are made at reasonable times and in connection a reasonable manner so as not to unduly interfere with this Agreementthe management and business of such party or its Subsidiaries; provided, howeverfurther, that it such information and data shall not include any information (A) which, at the time be shared only with personnel of disclosure, is available publicly such other than as a result of non-permitted disclosure by the Parent, any of party or its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or that are required to which the Parent or any of its Subsidiaries had have access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries and data so as to be bound permit such compliance with applicable Law. (d) Any information obtained by a confidentiality obligation party hereto pursuant to this Section 6.5 shall be held in confidence pursuant to the Company, or (D) which the Parent or any terms of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanySection 6.6.

Access to Company Information. (a) During the period from From the date hereof until the Closing, upon reasonable notice, the DC Contributors shall cause the Company and each Company Subsidiary and each of this Agreement their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Investor and its authorized representatives reasonable access to the Effective Timepersonnel, offices, properties and other facilities, and books and records, and use its reasonable efforts to afford access to accountants, of the Company shall permit and each Company Subsidiary and (ii) prepare and furnish to the officers, employees, and authorized agents and representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, Investor such additional financial and accounting records, contracts, operating data and other records information regarding the Financial Services Business and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments Industrial Business (and all copiesregular reports thereon) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of as the Company that is furnished Investor may from time to the Parent or any of its Subsidiaries by the Company in connection with this Agreementtime reasonably request; provided, however, that it any such access or furnishing of information shall be conducted at the Investor’s expense, during normal business hours, under the supervision of any of the DC Contributors’ personnel and in such a manner as not to materially interfere with the normal operations of the Financial Services Business or the Industrial Business, as the case may be. In furtherance of the foregoing, following the expiration or termination of mandatory waiting periods (and any extension thereof) prescribed by the HSR Act, the Antitrust Laws under Council Regulation (EC) No. 139/2004 of 20 January 2004 and Part IX of the Competition Act (Canada), the DC Contributors shall cause the Company to provide office space at the respective headquarters of the Industrial Services Business and the Financial Services Business for a reasonable number of representatives of the Investor, together with customary administrative support, so as to enable such representatives to facilitate the development of the Ancillary Agreements and to plan for an efficient execution of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, the DC Contributors shall not include be required to disclose any information (A) whichto the Investor if such disclosure would, at in the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employeesDC Contributors’ reasonable determination, (Bx) whichcause significant competitive harm to the Company Business if the transactions contemplated hereby are not consummated (provided that, after disclosurein connection with such determination, becomes available publicly through no fault the DC Contributors shall consider reasonable special access procedures in order to reduce the likelihood of competitive harm resulting from the disclosure of such information), (y) based on the written advice of outside counsel to the DC Contributors, violate the attorney client or work product privileges of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent DC Contributors or any of its Subsidiaries knew or to their Affiliates (provided that, in making such determination, the DC Contributors and such outside counsel shall take into account the effect on the preservation of such privilege of any joint defense agreement which the Parent or any of its Subsidiaries had access prior Investor may propose to disclosure, as demonstrated by competent evidence, provided that enter into in connection with the source disclosure of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Companyinformation), or (Dz) which contravene any applicable Law, fiduciary duty or binding agreement of the Parent DC Contributors or any of its Subsidiaries rightfully obtains from a source other than Affiliates thereof entered into prior to the Companydate hereof (provided that, provided that to the source of such information is not known extent reasonably requested by the Parent Investor, the DC Contributors will use its commercially reasonable efforts to seek such amendments or any of its Subsidiaries waivers as may be required to be bound by a confidentiality obligation to the Companyavoid such contravention).

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall (and shall cause each Company Subsidiary to) permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its Subsidiaries by the Company or any Company Subsidiary in connection with this AgreementAgreement or the Private Placement Offering; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated provided that the source of such information is not known by competent evidencethe Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company or any Company Subsidiary, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent Company or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany Subsidiary.

Access to Company Information. (a) During the period from From the date hereof until the Closing Date, Seller and the Company will give Buyer, its counsel, financial advisors, auditors and other authorized representatives reasonable access, on reasonable notice and during regular business hours, to the offices, properties, books and records of the Company and appropriate officers and employees of the Company with the consent of the Company (such consent not to be unreasonably withheld) in connection with effecting the transactions contemplated by this Agreement and the Ancillary Agreements (including any such access as may be necessary or appropriate (i) to facilitate the implementation of any transition services to be provided pursuant to the Effective TimeTransition Services Agreement, and (ii) for Buyer to discuss potential retention arrangements with individual employees), and such access will not, in any case, include any invasive sampling or testing; provided that any requests for such access will be directed to Seller or such other Person as Seller may designate in writing from time to time. Any activities undertaken by Buyer and its counsel, financial advisors, auditors and other authorized representatives in connection with the access given by Seller and the Company shall permit representatives of the Parent pursuant to have reasonable access (at all reasonable times, and this Section 6.02(a) will be conducted in a such manner so as not to interfere unreasonably with the normal conduct of the business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining . No investigation will be permitted to the Companyextent it would require the Company to disclose (x) information subject to confidentiality obligations or attorney-client privilege or (y) prior to the expiration or termination of any applicable waiting period (and any extension thereof) under the HSR Act, any information restricted only to a clean team to any individual who is not a member of Buyer’s clean team in accordance with the applicable terms of the Confidentiality Agreement. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below)Notwithstanding the foregoing, (ii) shall prior to the Closing, Buyer will not use any have access to personnel records of the Company Confidential Information except relating to individual performance or evaluation records, medical histories or other personal information of such individuals, in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return each case to the extent the disclosure thereof by Seller is prohibited by Applicable Law; provided that Seller, the Company all tangible embodiments (and all copies) thereof which are in its possessionBuyer will cooperate to provide Buyer with access to personnel records, including through executing any nondisclosure, business associate or other similar agreements. For purposes Neither the Company nor Seller makes any representation or warranty as to the accuracy or completeness of this Agreement, “Company Confidential Information” means any information (if any) provided pursuant to this Section 6.02. (c) Prior to the Closing, Seller or the Company will deliver, or will cause to be delivered, to outside counsel of Buyer, an electronic copy of the Company that is furnished to the Parent or any of its Subsidiaries data room prepared by the Company in connection with the transactions contemplated by this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its the Parent Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its the Parent Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its the Parent Subsidiaries knew or to which the Parent or any of its the Parent Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its the Parent Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its the Parent Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its the Parent Subsidiaries to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective TimeClosing, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement Execution Date to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of Parent or its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of Parent or its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the Company shall (and shall cause each Company Subsidiary to) permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its the Parent Subsidiaries by the Company or any Company Subsidiary in connection with this AgreementAgreement and any other Transaction Documents; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its the Parent Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its the Parent Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its the Parent Subsidiaries knew or to which the Parent or any of its the Parent Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its the Parent Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany or any Company Subsidiary, or (D) which the Parent or any of its the Parent Subsidiaries rightfully obtains from a source other than the CompanyCompany or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its the Parent Subsidiaries to be bound by a confidentiality obligation to the CompanyCompany or any Company Subsidiary.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below)) and shall take all necessary steps to preserve its confidentiality, (ii) shall not disclose or make available any Company Confidential Information to any person, except as permitted by this Agreement, (iii) shall not use or exploit any of the Company Confidential Information in any way except in connection with this Agreement, and (iiiiv) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession, and shall erase all Company Confidential Information from the computer and communications systems and devices used by it (or any members of its group), including any systems and data storage services provided by third parties (to the extent technically practicable), thereafter certifying in writing to the Company, and the Company Shareholders (as applicable), that it has complied with its obligations under this Section 5.4; provided that the Parent shall not be required to erase any electronic copy that is created pursuant to the Parent’s standard electronic backup and archival procedures. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or the Company Shareholders, or relating to transactions contemplated by this Agreement that is furnished (in any form or medium), directly or indirectly to or which directly or indirectly comes to the attention of, the Parent by the Company or the Company Shareholders (or any of its Subsidiaries by the Company their respective employees, officers, agents or advisers) in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of Parent or its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of Parent or its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall (and shall cause each Company Subsidiary to) permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Each of the Parent and each of its Subsidiaries the Acquisition Subsidiary (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its Subsidiaries the Acquisition Subsidiary by the Company or any Company Subsidiary in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries the Acquisition Subsidiary or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries Parent or the Acquisition Subsidiary or their respective directors, officers, or employees, employees (C) which the Parent or any of its Subsidiaries the Acquisition Subsidiary knew or to which the Parent or any of its Subsidiaries the Acquisition Subsidiary had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the CompanyCompany or any Company Subsidiary, or (D) which the Parent or any of its Subsidiaries the Acquisition Subsidiary rightfully obtains from a source other than the CompanyCompany or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the CompanyCompany or any Company Subsidiary.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the Company shall permit representatives of the Parent to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Parent and each of its Subsidiaries (i) shall treat and hold as confidential any Company Confidential Information (as defined below)) and shall take all necessary steps to preserve its confidentiality, (ii) shall not disclose or make available any Company Confidential Information to any person, except as permitted by this Agreement, (iii) shall not use or exploit any of the Company Confidential Information in any way except in connection with this Agreement, and (iiiiv) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession, and shall erase all Company Confidential Information from the computer and communications systems and devices used by it (or any members of its group), including any systems and data storage services provided by third parties (to the extent technically and legally practicable), thereafter certifying in writing to the Company, and the Company Shareholders (as applicable), that it has complied with its obligations under this Section 5.4; provided that the Parent shall not be required to erase any electronic copy that is created pursuant to the Parent’s standard electronic backup and archival procedures. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or the Company Shareholders, or relating to transactions contemplated by this Agreement that is furnished (in any form or medium), directly or indirectly to or which directly or indirectly comes to the attention of, the Parent by the Company or the Company Shareholders (or any of its Subsidiaries by the Company their respective employees, officers, agents or advisers) in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of Parent or its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of Parent or its Subsidiaries or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries knew or to which the Parent or any of its Subsidiaries had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall (and shall cause each Subsidiary to) permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Subsidiary. (b) The Each of the Parent and each of its Subsidiaries the Acquisition Subsidiary (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “"Company Confidential Information” " means any confidential or proprietary information of the Company or any Subsidiary that is furnished in writing to the Parent or any of its Subsidiaries the Acquisition Subsidiary by the Company or any Subsidiary in connection with this AgreementAgreement and is labeled confidential or proprietary; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employeespublicly, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries Parent or their respective directors, officers, or employeesthe Acquisition Subsidiary, (C) which the Parent or any of its Subsidiaries the Acquisition Subsidiary knew or to which the Parent or any of its Subsidiaries the Acquisition Subsidiary had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries the Acquisition Subsidiary rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent Company or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanySubsidiary.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall (and shall cause each Subsidiary to) permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Subsidiary. (b) The Each of the Parent and each of its Subsidiaries the Acquisition Corp. (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “'Company Confidential Information” ' means any confidential or proprietary information of the Company or any Subsidiary that is furnished in writing to the Parent or any of its Subsidiaries the Acquisition Corp. by the Company or any Subsidiary in connection with this AgreementAgreement and is labeled confidential or proprietary; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries or their respective directors, officers, or employeespublicly, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries Parent or their respective directors, officers, or employeesthe Acquisition Corp., (C) which the Parent or any of its Subsidiaries the Acquisition Corp. knew or to which the Parent or any of its Subsidiaries the Acquisition Corp. had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries the Acquisition Corp. rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent Company or any of its Subsidiaries to be bound by a confidentiality obligation to the CompanySubsidiary.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall permit representatives of the Parent CryptoSign to have reasonable access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the CompanyCompany and the Company Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the CompanyCompany and each Company Subsidiary. (b) The Parent and each of its Subsidiaries CryptoSign (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company or any Company Subsidiary that is furnished to the Parent or any of its Subsidiaries CryptoSign by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the ParentCryptoSign, any of its Subsidiaries or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries CryptoSign,or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries CryptoSign knew or to which the Parent or any of its Subsidiaries CryptoSign had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries CryptoSign to be bound by a confidentiality obligation to the CompanyCompany or any Company Subsidiary, or (D) which the Parent or any of its Subsidiaries CryptoSign rightfully obtains from a source other than the CompanyCompany or a Company Subsidiary, provided that the source of such information is not known by the Parent or any of its Subsidiaries CryptoSign to be bound by a confidentiality obligation to the Company.

Access to Company Information. (a) During the period from the date of this Agreement to the Effective Time, the The Company shall permit representatives of the Parent to have reasonable full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the Company. (b) The Each of the Parent and each of its Subsidiaries the Acquisition Subsidiary (i) shall treat and hold as confidential any Company Confidential Information (as defined below), (ii) shall not use any of the Company Confidential Information except in connection with this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, “Company Confidential Information” means any information of the Company that is furnished to the Parent or any of its Subsidiaries the Acquisition Subsidiary by the Company in connection with this Agreement; provided, however, that it shall not include any information (A) which, at the time of disclosure, is available publicly other than as a result of non-permitted disclosure by the Parent, any of its Subsidiaries the Acquisition Subsidiary or their respective directors, officers, or employees, (B) which, after disclosure, becomes available publicly through no fault of the Parent, any of its Subsidiaries Parent or the Acquisition Subsidiary or their respective directors, officers, or employees, (C) which the Parent or any of its Subsidiaries the Acquisition Subsidiary knew or to which the Parent or any of its Subsidiaries the Acquisition Subsidiary had access prior to disclosure, as demonstrated by competent evidence, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the Company, or (D) which the Parent or any of its Subsidiaries the Acquisition Subsidiary rightfully obtains from a source other than the Company, provided that the source of such information is not known by the Parent or any of its Subsidiaries the Acquisition Subsidiary to be bound by a confidentiality obligation to the Company.