Common use of Access to Information and Employees Clause in Contracts

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access during normal business hours, upon reasonable advance notice, to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for the period beginning after the date hereof and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver of attorney-client privilege), (iii) the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations of the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed to the General Counsel of the Company, or another person designated in writing by the Company.

Access to Information and Employees. (a) From the date hereof to Between the Effective Time, the Company shall, and shall cause its Subsidiaries Date and the Representatives of Closing Date, EME and the Sellers (x) will, (y) will cause each Acquired Company that is a Controlled Acquired Company to, and (z) will exercise Commercially Reasonable Efforts to cause each Non-Controlled Acquired Company to afford the Representatives of Parent and Merger Sub Purchaser Parties and their respective financing sources Representatives reasonable access during normal business hours, hours and upon reasonable advance notice, notice to the officersproperties, employeesbooks, agents records and personnel of the Acquired Companies for the purposes of consummating the Contemplated Transactions and transitioning ownership of such Acquired Companies (including outside accountantsdiscussions with the personnel of any Controlled Acquired Company of the terms and conditions of any employment following the Closing Date), propertiesprovided that in no event shall any Seller or any Acquired Company be obligated to provide (a) access or information in violation of Applicable Law, offices and (b) bids, letters of intent, expressions of interest, proposals, agreements, documents or other facilities, books and records, Contracts, commitments, work papers and communications received from or communicated to other documents and parties in connection with the Auction Process or information or analysis relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for the period beginning after the date hereof and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take foregoing. If any action that would reasonably be expected to result in (i) Purchaser Parties request any information the disclosure of which would (in EME's reasonable judgment) jeopardize any trade secrets privilege or confidentiality available to any Seller, any Acquired Company or any of third parties their respective Affiliates relating to such information (including Tax workpapers), the Parties will collaborate in good faith to implement an arrangement for providing the requested information that avoids any exposure, waiver or the violation partial waiver of any obligations of the Company privilege with respect thereto and any exposure for any Seller or Acquired Company to confidentiality or non-disclosureany claim by a third party in relation to a breach of that third party's rights in relation to such information. Without limitation to the foregoing, (ii) prior to the waiver of any applicable attorney-client privilege (provided Closing, EME shall procure that all information that has been posted to Intralinks is retained there and that the Company shall use its commercially reasonable efforts Purchaser is able to allow for access such access or disclosure in a manner that does not result in a waiver of attorney-client privilege), (iii) the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference information on Intralinks in the operations of same manner as during the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed to the General Counsel of the Company, or another person designated in writing by the CompanyAuction Process.

Access to Information and Employees. During the Contract Period, Seller agrees to (ai) From afford each Purchaser and a reasonable number of its Representatives with reasonable access, during normal business hours and without undue interruption of Seller’s or any of its Affiliates’ normal operations of their respective business, including the date hereof Business, to all of the employees, properties, books, Contracts, data and records relating to the Effective TimeBusiness (provided, that any physical access to the Real Property shall be governed by the provisions set forth in Section 26(a)), (ii) in connection with the transition of the Business, use commercially reasonable efforts to facilitate, if reasonably requested by OpCo Purchaser, periodic meetings between OpCo Purchaser and its Representatives and senior management of the Business (during normal business hours and without undue interruption of Seller’s or any of its Affiliates’ normal operations) to review monthly financial performance, capital expenditures and other operating metrics of the Business and to discuss transition planning for the Business and (iii) instruct the Business Employees to cooperate with Purchasers in its investigation of the Business and to furnish, or cause to be furnished to the Purchasers information related to the Business or the OpCo Acquired Assets reasonably requested by a Purchaser from time to time (without undue interruption of Seller’s or any of its Affiliates’ normal operations of their respective business, including the Business); provided, however, that in no event shall this Section 26(b) require Seller to provide a Purchaser or any of its Representatives with access to any document, communication or information (x) related to the transactions contemplated by this Agreement or the Real Estate Purchase Agreement, the Company sale process with respect to the Business or the Real Property or the possible sale of the Business or the Real Property, (y) that Seller believes in good faith to be covered by any attorney-client work product or similar privilege or the subject of a confidentiality agreement, or (z) the disclosure of which is prohibited by applicable Law; provided, that in the case of the foregoing clauses (y) and (z), Seller shall, and shall cause its Subsidiaries and the Representatives of the Company Affiliates to, afford use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not cause the Representatives loss or waiver of Parent and Merger Sub and their respective financing sources reasonable access during normal business hours, upon reasonable advance notice, to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish privilege or otherwise make available (including via XXXXX, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it violate any confidentiality obligations or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for the period beginning after the date hereof and ending at the Effective TimeLaw, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver of attorney-client privilege), (iii) the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations of the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed to the General Counsel of the Company, or another person designated in writing by the Companyapplicable.

Access to Information and Employees. (a) From the date hereof to of this Agreement until the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access during normal business hoursClosing, upon reasonable advance notice, to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company Seller shall, and shall cause each Xxxxxx Entity and each of its Subsidiaries totheir respective officers, furnish or otherwise make available (including via XXXXXdirectors, if applicable) employees, agents, representatives, accountants and counsel to Parent (i) a copy afford the Purchaser and its officers, employees and authorized agents and representatives reasonable access to, and the right to inspect, the offices, properties and books and records, contracts and other documents and data of each report, schedule, form, statement Xxxxxx Entity and other document filed by it or received by it during such period pursuant reasonable access to the requirements employees of federal or state securities Law reasonably promptly following such filing or receipt each Xxxxxx Entity, and (ii) furnish to the extent availablePurchaser and its officers, for employees and authorized agents and representatives such additional financial and operating data and other information regarding the period beginning after Xxxxxx Entities (or copies thereof) as the date hereof and ending Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Effective TimePurchaser’s expense, as soon as practicable after during normal business hours, under the end supervision of each month, the Seller’s personnel and in any event within thirty (30) days thereafter, such a copy manner as not to unreasonably interfere with the normal operations of the monthly consolidated financial statements Xxxxxx Entities. The access referenced in the immediately preceding sentence shall include access to conduct environmental site assessments of any Owned Real Property and, subject to the rights of any landlord, any real property leased, subleased, used or occupied by any Xxxxxx Entity; provided, however, that the Purchaser shall not conduct any sampling and analysis of any environmental media or building material without the consent of the CompanySeller, including statements such consent to be withheld at the absolute discretion of financial condition, results of operations and statements of cash flow; provided that nothing the Seller. Notwithstanding anything to the contrary in this Section 5.2(a) Agreement, the Seller shall require not be required to disclose any information to the Company to take any action Purchaser if, after consultation with its counsel, the Seller determines in good faith that such disclosure would reasonably be expected to result in (i) cause significant competitive harm to the disclosure of any trade secrets of third parties or Xxxxxx Entities if the violation of any obligations of the Company with respect to confidentiality or non-disclosuretransactions contemplated hereby are not consummated, (ii) the waiver of jeopardize any applicable attorney-client or other legal privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver of attorney-client privilege), (iii) the violation of contravene any applicable Law Laws, fiduciary duty or binding agreement entered into prior to the date of this Agreement. When accessing any of Seller’s properties, Purchaser and its officers, employees and authorized agents and representatives shall comply with all of Seller’s safety and security requirements for the applicable property. No investigation by the Purchaser or information made available by the Purchaser (provided that whether before or after the Company date hereof) shall use operate as a waiver or otherwise affect any of its commercially reasonable efforts rights under this Agreement, including pursuant to provide such access Articles VIII, IX and X hereof, or make such disclosure in a manner that does not violate applicable Law) any representation, warranty or (iv) an unreasonable interference in the operations agreement of the Company. All requests for access pursuant Seller in this Agreement nor shall any such investigation or information be deemed to this Section 5.2(a) amend or Section 5.12 must be directed to supplement the General Counsel of the Company, or another person designated in writing by the CompanyDisclosure Schedule.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company Subsidiaries to, afford the Representatives of Parent and Merger Sub (including the Sponsor and their respective financing sources its Representatives) reasonable access during normal business hours, upon reasonable advance notice, hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its the Company Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its the Company Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to such information concerning the business, properties, personnel, Contracts, assets and liabilities of the Company and Company Subsidiaries as Parent (i) a copy of each reportmay reasonably request, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent availableincluding, for the period beginning after the date hereof of this Agreement and ending at the Effective Time, as soon as practicable after the end of each calendar month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations operation and statements of cash flow; provided , in a form substantially similar to that nothing in this set forth on Section 5.2(a6.2(a) shall require of the Company Disclosure Letter; provided, however, that the Company shall not be required to take (or to cause any action Company Subsidiary to) afford such access or furnish such information to the extent that would reasonably be expected to result the Company believes in good faith that doing so would: (i) result in the disclosure loss of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege (provided that the Company shall use its commercially reasonable best efforts to allow for such access or disclosure in a manner that does not result in a waiver loss of attorney-client privilege), ; (iiiii) violate any confidentiality obligations of the violation of Company or any applicable Law Company Subsidiary to any third person (provided that the Company shall use its commercially reasonable best efforts to provide (A) allow for such access or make such disclosure in a manner that does not violate applicable Lawresult in a loss of attorney-client privilege and/or (B) obtain the consent of such third party to such access) or (iviii) an unreasonable interference in breach, contravene or violate any applicable Law (including any Antitrust Law). During any visit to the operations business or property sites of the Company or any of the Company Subsidiaries, each of Parent and Merger Sub shall, and shall cause their respective Representatives accessing such properties to, comply with all applicable Laws and all of the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed to ’s and the General Counsel of the Company, or another person designated in writing by the CompanyCompany Subsidiaries’ safety and security procedures.

Access to Information and Employees. (a) From the date hereof to until the Effective TimeClosing, Shareholders, and after the Company Restructuring the Seller, shall, and shall cause the Company to: (a) afford Buyer and its Subsidiaries Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company toto cooperate with Buyer in its investigation of the Company; provided, afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access however, that any such investigation shall be conducted during normal business hours, hours upon reasonable advance notice, notice to the officersCompany, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to under the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for the period beginning after the date hereof and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements supervision of the Company, including statements of financial condition, results of operations ’s personnel and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does as not result in a waiver of attorney-client privilege), (iii) to interfere with the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.2(a) 6.02 shall be submitted or Section 5.12 must be directed exclusively to Xxxxxxxx Xxxxx or such other individuals as the Company may designate in writing from time to time. Notwithstanding anything to the General Counsel contrary in this Agreement, none of the Company, Seller, or another person designated any Shareholder shall be required to disclose any information to Buyer if such disclosure would, in writing the Company’s sole discretion: (x) cause significant competitive harm to any Shareholder, Seller, the Company or its business if the transactions contemplated by this Agreement are not consummated, to the extent permitted by Law; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, without the prior written consent of the Company, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers or Employees of, the Company and Buyer shall have no right to perform invasive or subsurface investigations of the Real Property. For the avoidance of doubt, nothing herein shall restrict the Company from contacting and dealing with its suppliers and clients in the ordinary course of business. Buyer shall, and shall cause its Representatives to, abide by the Companyterms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access during normal business hours, upon reasonable advance notice, hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to Parent (i) a full and accurate copy of each report, schedule, form, statement and other document proposed to be filed or submitted by it or received by it during such period the Company pursuant to the requirements of domestic or foreign, federal or state state, securities Law reasonably promptly following Laws not less than two (2) Business Days prior to such filing and a copy of any communication (including "comment letters") received by the Company from the SEC concerning compliance with the Exchange Act or receipt from FINRA concerning the Company's compliance with the listing rules of Nasdaq, or any other securities' regulatory entity, and (ii) to the extent available, for the period beginning after the date hereof of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty forty five (3045) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow; provided that nothing . Nothing in this Section 5.2(a) shall will require the Company to take permit any action inspection, or to disclose any information, that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations reasonable judgment of the Company would: (A) violate any of its or its Affiliates' respective obligations with respect to confidentiality confidentiality; (B) result in a violation of applicable Law; or non-disclosure(C) result in loss of legal protection, (ii) including the waiver of any applicable attorney-client privilege (and work product doctrine; provided that the Company shall (i) (if permitted by Law) provide notice to Parent that such information is being withheld pursuant to such law or privilege if such notice can, in the good faith discretion of the Company, be provided in a manner that would not result in such loss or violation and (ii) use its commercially reasonable efforts to allow for disclose such access or disclosure documents and information in a manner that does would not result in a waiver of attorney-client privilege), (iii) the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access loss or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations of the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed to the General Counsel of the Company, or another person designated in writing by the Companyviolation.

Access to Information and Employees. (a) From During the date hereof to the Effective TimeInterim Period, the Company shall, Sellers shall provide Buyer and shall cause its Subsidiaries and the Representatives of the Company with reasonable access to, afford the Representatives of Parent upon reasonable prior notice and Merger Sub and their respective financing sources reasonable access during normal business hourshours and without material interference with the business or operations of Sellers and their Representatives (x) the Acquired Assets, upon reasonable advance notice, to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company Business Employees and its Subsidiaries the Assigned Contracts, and all other information relating to the Acquired Assets in possession of Sellers and their Affiliates, in each case, as reasonably requested by Buyer in advance connection with the consummation of the transactions contemplated by Parent and, during such period, the Company shallthis Agreement, and (y) Facility Support Employees and Corporate Support Employees for the purpose of interviewing and pre-screening such Facility Support Employees and Corporate Support Employees. Notwithstanding the foregoing, and without limiting the generality of the confidentiality provisions set forth in this Agreement, (1) during the Interim Period, Buyer and its Representatives shall cause each not be permitted to perform any environmental sampling at any Owned Real Property or Leased Real Property, including sampling of its Subsidiaries tosoil, furnish groundwater, surface water, building materials, or otherwise make available air or wastewater emissions, (including via XXXXX2) Sellers shall not be required to provide any information or access to facilities which a Seller reasonably believes it is prohibited from providing to Buyer by reason of any applicable Law or Permit or which, if applicable) provided to Parent (i) Buyer, would constitute a copy of each report, schedule, form, statement and other document filed waiver by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for the period beginning after the date hereof and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy Seller of the monthly consolidated financial statements attorney-client privilege in respect of the Companysuch information (provided, including statements of financial condition, results of operations and statements of cash flow; provided that nothing Sellers shall use their reasonable efforts to disclose such applicable information in this Section 5.2(a) shall require the Company to take any action a manner that would not reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in constitute a waiver of attorney-client privilege), ) and (iii3) the violation of any applicable Law (provided that the Company Buyer shall use its commercially reasonable efforts not have access to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations personnel records of the Company. All requests for access pursuant Sellers or their Affiliates relating to this Section 5.2(a) individual performance or Section 5.12 must evaluation records, medical histories or other information which in Sellers’ good faith opinion would reasonably be directed expected to the General Counsel subject Sellers or any of the Company, or another person designated in writing by the Companytheir Affiliates to risk of liability.

Access to Information and Employees. (a) From the date hereof Upon reasonable notice, subject to the Effective Timeapplicable antitrust and other Laws, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access during normal business hours, upon reasonable advance notice, to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company Acquired Targets shall, and shall cause each of its the Acquired Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to Parent (i) a copy afford to Buyer and the Representatives of each reportBuyer, schedule, form, statement and other document filed by it or received by it reasonable access during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for normal business hours during the period beginning after from the date hereof and ending at to the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy earlier of the monthly consolidated financial statements Closing Date or the termination of this Agreement pursuant to Section 10.1, to the Acquired Companies’ existing books and records, properties, businesses, operations and all financial, operating, Tax and other data and information of the Company, including statements of financial condition, results of operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company Acquired Companies with respect to their respective Businesses as Buyer reasonably requests; provided, however, that any such access shall be conducted at Buyer’s expense, at reasonable times, under the supervision of appropriate personnel of the Acquired Companies and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and not to unreasonably interfere with the normal operation of the business of the Acquired Companies; provided, further, that no Phase II environmental reviews or non-disclosureother intrusive environmental studies or tests with respect to the real property subject to the Real Property Leases or Owned Real Property shall be conducted. The Acquired Companies shall reasonably cooperate with Buyer and its Representatives in connection with such access and examination, (ii) and Buyer and its Representatives shall reasonably cooperate with the waiver of any applicable attorney-client privilege (provided that the Company shall Acquired Companies and use its their commercially reasonable efforts to allow for such access minimize any disruption to the Acquired Companies. Notwithstanding the foregoing provisions of this Section 7.1 or disclosure in a manner that does not result in a waiver any other provision of attorney-client privilege)this Agreement, (iiix) none of the violation of any applicable Law (provided Acquired Companies shall be required to provide to Buyer documents that are subject to a confidentiality agreement that has not been duly waived; provided, that the Company Acquired Companies shall use its commercially reasonable efforts to provide extracts or summaries of protected information or otherwise provide such access or make such disclosure protected information in a manner that does would not violate jeopardize the applicable Lawprotection, and (y) all documents or (iv) an unreasonable interference in other information subject to attorney-client privilege and work-product doctrine shall be provided only under a joint defense privilege, to the operations of extent applicable, and Buyer and the CompanyAcquired Companies shall enter into such documentation as may reasonably be required to evidence such joint privilege. All requests for access Buyer agrees that it will not, and it will cause its Representatives not to, use any information obtained pursuant to this Section 5.2(a) or Section 5.12 must be directed 7.1 for any purpose unrelated to the General Counsel consummation of the CompanyTransactions. The Confidentiality Agreement, or another person designated in writing dated as of September 23, 2021, by and between the Company and Car Wash Partners, Inc. (d/b/a Mister Car Wash), shall apply with respect to information furnished by the CompanyAcquired Companies and their Representatives thereunder or hereunder and any other activities contemplated thereby or hereby, until the Closing Date and thereafter to the extent provided therein.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources Upon reasonable access during normal business hours, upon reasonable advance notice, subject to the officers, employees, agents (including outside accountants), properties, offices applicable antitrust and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such periodLaws, the Company shall, and shall cause each of its the Acquired Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) afford to Parent (i) a copy of each reportand the officers, scheduledirectors, formemployees, statement accountants, counsel, financial advisors and other document filed by it or received by it representatives of Parent (the “Representatives”), reasonable access during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for normal business hours during the period beginning after from the date hereof and ending at to the earlier of the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties Time or the violation termination of this Agreement pursuant to Section 10.1, to the Acquired Companies’ existing books and records; provided, however, that any obligations such access shall be conducted at Parent’s expense, at reasonable times, under the supervision of appropriate personnel of the Company and in such a manner as to maintain the confidentiality of this Agreement and the Transactions and to not interfere with respect the normal operation of the business of the Acquired Companies. Notwithstanding the foregoing provisions of this Section 6.1 or any other provision of this Agreement, none of the Acquired Companies shall be required to provide to Parent documents that are subject to a confidentiality agreement that has not been duly waived and that relates to a party other than the Acquired Companies, and provided that all documents or non-disclosure, (ii) the waiver of any applicable other information subject to attorney-client privilege (and work-product doctrine shall be provided only under a joint defense privilege, to the extent applicable, and Parent and the Acquired Companies shall enter into such documentation as may reasonably be required to evidence such joint privilege. Parent agrees that the Company shall it will not, and it will cause its Representatives to not, use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver of attorney-client privilege), (iii) the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations of the Company. All requests for access information obtained pursuant to this Section 5.2(a) or Section 5.12 must be directed 6.1 for any purpose unrelated to the General Counsel consummation of the CompanyTransactions. The Non-Disclosure Agreement, or another person designated in writing dated as of July 27, 2017 (the “Confidentiality Agreement”), by the CompanyParent and Navitas Credit Corp., shall apply with respect to information furnished by the Acquired Companies and their representatives thereunder or hereunder and any other activities contemplated thereby or hereby, until the Effective Time and thereafter to the extent provided therein.

Access to Information and Employees. (a) From the date hereof to the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Article VII, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, subject to reasonable restrictions imposed from time to time upon advice of counsel respecting the provision of privileged communications or any applicable confidentiality agreement (provided that the Company shall use its commercially reasonable efforts to obtain waivers under such agreements to enable the provision of reasonable access without violating such agreement), afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access during normal business hours, hours and upon reasonable advance notice, notice to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to records of the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law Laws reasonably promptly following such filing or receipt and receipt, (ii) to the extent available, for the period beginning after the date hereof of this Agreement and ending at upon the earlier of the Effective TimeTime or the termination of this Agreement pursuant to Article VII, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations operations, and statements of cash flow; provided , which statements shall not be required to be audited or reviewed by the Company’s auditors, and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request, but excluding, for the avoidance of doubt and subject to Section 5.6, such information as relates directly or indirectly to any Alternative Proposal or any discussions or negotiations that nothing in this Section 5.2(a) shall require the Company to take or any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company its Representatives is having with respect to confidentiality any Alternative Proposal or non-disclosure, (ii) any other proposals that could lead to an Alternative Proposal. Any investigation conducted pursuant to the waiver of any applicable attorney-client privilege (provided that the Company access contemplated by this Section 5.2 shall use its commercially reasonable efforts to allow for such access or disclosure be conducted in a manner that does not result in a waiver unreasonably interfere with the conduct of attorney-client privilege), (iii) the violation business of any applicable Law (provided that the Company shall use or its commercially reasonable efforts to provide such access Subsidiaries, or make such disclosure in a manner that does not violate applicable Law) or (iv) create an unreasonable interference in the operations risk of material damage or destruction to any material property or assets of the CompanyCompany or any of its Subsidiaries. All requests for data and access pursuant under this Agreement shall be made only to this Section 5.2(a) and through the Chief Financial Officer or Section 5.12 must be directed to the General Counsel of the Company, or another person designated in writing by the Company.

Access to Information and Employees. (a) From the date hereof to the Effective TimeTime or the earlier termination of this Agreement, upon reasonable prior notice, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources reasonable access during normal business hours, upon reasonable advance notice, hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to records of the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available (including via XXXXXEXXXX, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law Laws reasonably promptly following such filing or receipt and receipt, (ii) to the extent available, for the period beginning after the date hereof of this Agreement and ending at the Effective TimeTime or the earlier termination of this Agreement, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations operations, and statements of cash flow; provided that nothing , and (iii) all other information concerning its business, properties and personnel as Parent may reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in this Section 5.2(a) shall require such a manner as not to interfere unreasonably with the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties business or the violation of any obligations operations of the Company or its Subsidiaries or otherwise result in any unreasonably interference with respect the prompt and timely discharge by such employees of their normal duties. Neither the Company nor any of its Subsidiaries shall be required to confidentiality provide access to or non-disclosureto disclose information where such access or disclosure would violate or prejudice the rights of its customers, (ii) jeopardize the waiver of any applicable attorney-client privilege (provided that of the Company shall use or its commercially reasonable efforts to allow for such access Subsidiaries or disclosure in a manner that does not result in a waiver of attorney-client privilege), (iii) the violation of violate any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations of the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed binding agreement entered into prior to the General Counsel date of the Company, or another person designated in writing by the Companythis Agreement.

Access to Information and Employees. (a) From the date hereof to the Effective Time, the Company shall, and shall cause its Subsidiaries and the Representatives of the Company to, afford the Representatives of Parent and Merger Sub and their respective financing sources the Lender Parties (and counsel to the Lender Parties) reasonable access during normal business hours, upon reasonable advance notice, hours to the officers, employees, agents (including outside accountants), properties, offices and other facilities, books and records, Contracts, commitments, work papers and other documents and information relating to the Company and its Subsidiaries as reasonably requested in advance by Parent and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish or otherwise make available (including via XXXXX, if applicable) to Parent (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Law reasonably promptly following such filing or receipt and (ii) to the extent available, for the period beginning after the date hereof and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within thirty (30) days thereafter, a copy of the monthly consolidated financial statements of the Company, including statements of financial condition, results of operations and statements of cash flow; provided that nothing in this Section 5.2(a) shall require the Company to take any action that would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or the violation of any obligations of the Company with respect to confidentiality or non-disclosure, (ii) the waiver of any applicable attorney-client privilege (provided that the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a waiver of attorney-client privilege), (iii) the violation of any applicable Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate applicable Law) or (iv) an unreasonable interference in the operations of the Company. All requests for access pursuant to this Section 5.2(a) or Section 5.12 must be directed to the General Counsel of the Company, or another person designated in writing by the Company.