Common use of Access to Information and Facilities Clause in Contracts

Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and its Subsidiaries, and shall make the officers and employees of the Company and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs and their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine.

Access to Information and Facilities. (a) From the date of this Agreement until to the earlier of the Effective Time Closing Date or the date this Agreement is terminated (the “Interim Period”)terminated, the Company shallsubject to Section 5.6 hereinbelow, Seller shall give Purchaser and shall cause its Subsidiaries to, give Parent and the Merger Subs and ParentPurchaser’s and the Merger Subs’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, employees, customers, suppliers, books and records of the Company and its SubsidiariesBusiness, and shall make the officers and employees and customers and suppliers of the Company Business available to Purchaser and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs Purchaser and their its representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries Seller to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties its business or violate the terms of any applicable Law contract to which Seller is bound or any Applicable Law; provided, that all requests for access shall be directed to either Xxxxxxx X. Xxxxx or Xxxxxx X. Xxxxxx in writing (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure“Designated Contacts”); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require the Company Seller to provide access or to disclose any information to Parent Purchaser if such access or disclosure (i) would cause significant competitive harm to Seller if the transactions contemplated by this Agreement are not consummated or (ii) would be in violation of applicable Applicable Laws or confidentiality agreements entered into by the Company provisions of any agreement to which they are a party. Notwithstanding the forgoing, other than the Designated Contacts, Purchaser is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates to not) contact any officer, director, employee, franchisee, customer, supplier, distributor, lender or its Subsidiaries other material business relation of Seller prior to the date Closing without the prior written consent of this Agreement a Designated Contact (provided it being agreed that if the Company uses its commercially reasonable efforts Designated Contact elects to make alternative arrangements give any such consent, the consent may be conditioned upon, among other things, Seller being able to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish participate in any way the confidentiality of such material contacts and any discussions or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrinedialogue resulting therefrom).

Access to Information and Facilities. (a) From the date of this Agreement hereof until the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”)Closing Date, the Company shallwill afford the officers, and shall cause its Subsidiaries toemployees, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representatives, upon reasonable noticeconsultants, reasonable financing sources and agents of Purchaser full and complete access during normal business hours to the officesany and all premises, facilitiesproperties, books contracts, books, records, employees, representatives, consultants, Tax Returns and records affairs of the Company (including, without limitation, access to properties in order to conduct environmental audits and reviews and access to all documents maintained or required to be maintained by the FDA and other United States, foreign, state and/or local agencies) and will cause its Subsidiariesofficers to furnish any and all financial, technical and shall make the officers operating data and employees of other information pertaining to the Company (including any and its Subsidiaries available all information relating to Parent and the Merger Subs and their representatives Intellectual Property), as Parent, the Merger Subs and their representatives Purchaser shall from time to time reasonably requestrequest in order to conduct operational and organizational reviews, strategic and tactical planning, due diligence and environmental audits and reviews, all in each case a manner that will not unnecessarily or unreasonably disrupt the Company's operations. To the extent commercially reasonable, Purchaser will confine its investigation, requests and presence on the Company's property to normal business hours. The Company shall also make available to Purchaser's transition structuring team of employees, consultants and advisors reasonable working space at its facilities. The Semlers shall direct the Company's officers, employees, representatives, consultants and agents to furnish any and all financial, technical and operational data and other information (including any and all information relating to Intellectual Property) relating to the extent Company, as Purchaser shall reasonably request in connection with the foregoing activities, the transactions contemplated hereby and Purchaser's anticipated conduct of the Company's business. The parties understand that such access the purpose of this provision is to permit Purchaser to conduct an ongoing due diligence review (acknowledging that Purchaser may not condition the Closing based on its due diligence review) and disclosure would not obligate to permit Purchaser to arrange for a smooth transition in connection with the transactions contemplated hereby. The Semlers shall cause the Company to cooperate reasonably so as to permit Purchaser to achieve these goals. All information provided to Purchaser in connection with the transactions contemplated hereby shall be subject to the terms of that certain confidentiality agreement entered into between the parties on March 1, 1998 ("Confidentiality Agreement") and all originals and copies shall be returned to the Company upon termination of this Agreement. No discussions, investigations or review of material with professionals engaged by the Company will be deemed to or result in the waiver of any privilege that may exist between the Company or any of its Subsidiaries to take shareholders and such professionals (and Purchaser and its Affiliates hereby waive any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosureclaims); provided, however, that this Section 5.1 does the foregoing shall not authorize be deemed to create any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way privilege that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineotherwise exist.

Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”), the Company shall, and RCPI shall cause its Subsidiaries to, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representatives, upon reasonable notice, its Agents reasonable access during normal business hours to all of the offices, facilities, books properties, books, Contracts, commitments and records of the Company and its Subsidiaries, RCPI and shall make the officers and employees of the Company and its Subsidiaries RCPI available to Parent and the Merger Subs and their representatives its Agents as Parent, the Merger Subs and their representatives Parent shall from time to time reasonably requestrequest pursuant to reasonable notice. RCPI shall make available to Parent and its Agents (x) all financial statements, rent rolls, environmental reports, engineering reports and other similar documents relating to the Property upon receipt thereof from the Borrower (or, with respect to any such documents received prior to the date hereof, promptly following the date hereof), (y) all filings with the SEC made by or relating to RCPI as promptly as reasonably practicable after filing, in each the case of filings made by RCPI, or receipt, in the case of filings made by unrelated third parties, and (z) all information concerning RCPI that Parent and its Agents may reasonably request (provided that such information shall not be required to include any information related to the consideration by RCPI's Board of Directors of the Merger or any Alternate Transaction, except as required by Section 4.2(e) hereof). Notwithstanding the foregoing, to the extent that such access making any documents or information available to Parent and disclosure its Agents pursuant to clause (x) or (z) would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that confidentiality agreement to which RCPI is a party as of the Company uses its commercially reasonable efforts date hereof, RCPI shall not be obligated to make alternative arrangements to provide such access and disclosure)do so; provided, however, that this Section 5.1 does not authorize RCPI shall, in such event, (A) use reasonable best efforts to obtain waivers of any invasive or destructive environmental testing or sampling of such confidentiality agreement to the Company Real Property; provided further, that nothing herein shall require the Company extent necessary to provide access or permit RCPI to disclose any make such documents and information available to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or and its Subsidiaries prior Agents and (B) notify Parent promptly to the date of this Agreement (provided extent that the Company uses its commercially reasonable efforts to make alternative arrangements to provide it is prohibited from making any such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material documents or information subject available to the attorney-client privilege, work product doctrine or Parent and its Agents under any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineagreement.

Access to Information and Facilities. (a) From the date of this Agreement until to the earlier of the Effective Time Closing Date or the date this Agreement is terminated (terminated, subject to the “Interim Period”)Confidentiality Agreement, the Company shall, Seller shall give Purchaser and shall cause its Subsidiaries to, give Parent and the Merger Subs and ParentPurchaser’s and the Merger Subs’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilitiesFacilities, books and records of the Company and its SubsidiariesBusiness, and shall make the officers and employees of the Company Seller and its Subsidiaries Affiliates available to Parent Purchaser and the Merger Subs and their its representatives as Parent, the Merger Subs Purchaser and their its representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries Seller to take any actions that would unreasonably interfere with disrupt the normal course of their its businesses or otherwise result violate the terms of any contract to which Seller is bound or any Applicable Law; provided, that all requests for access shall be directed to Xxxxx Xxxxxx in any significant interference with writing (the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure“Designated Contacts”); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require the Company Seller to provide access or to disclose any information to Parent Purchaser if such access or disclosure (i) would cause significant competitive harm to Seller if the transactions contemplated by this Agreement are not consummated or (ii) would be in violation of applicable Applicable Laws or confidentiality agreements entered into by the Company provisions of any agreement to which Seller is a party. Other than the Designated Contacts, Purchaser is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates to not) contact any officer, director, employee, franchisee, customer, supplier, distributor, lender or its Subsidiaries other material business relation of Seller prior to the Closing without the prior written consent of a Designated Contact. From and after the date this Agreement is fully executed by and among Purchaser, the Seller and the Real Estate Seller, Purchaser acknowledges that its access to the Facilities, offices, and books and records of the Business by Purchaser, and any communications with Seller or its employees, representatives and agents, shall not, absent actual fraud or other intentional misrepresentations on the part of the Sellers and/or its representatives, be the basis for termination of this Agreement (provided that the Company uses its commercially reasonable efforts or give rise to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigationscontingency to Closing, each party hereto understands it being understood that Purchaser shall have conducted all the due diligence reasonable and agrees that necessary for the parties hereto have a commonality of interest with respect negotiation and entry into this Agreement prior to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrinedate.

Access to Information and Facilities. (a) From the date of this Agreement until to the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”)Closing Date, the Company shall, and shall cause its Subsidiaries to, give Parent Seller and the Merger Subs and Parent’s Company shall give the Purchaser and the Merger Subs’ representatives, upon reasonable notice, Purchaser's representatives reasonable access during normal business hours to the offices, facilities, books and records of the Company and its SubsidiariesCompany, and shall make the officers and employees of the Company available to the Purchaser and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs Purchaser and their its representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties its business or violate the terms of any Contract to which the Company is bound or any applicable Law (provided law or regulation. The Purchaser and the Purchaser's representatives will not use any of the confidential information that they receive from the Company uses except in connection with this Agreement, and, if this Agreement is terminated for any reason whatsoever, the Purchaser and the Purchaser's representatives will return to the Company all tangible embodiments (and all summaries and copies, including electronically stored information) of the confidential information that they receive from the Company which are in its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure)possession; provided, however, that this Section 5.1 does the Purchaser and the Purchaser's representatives shall not authorize be responsible for the confidentiality of any invasive or destructive environmental testing or sampling information (i) which, at the time of disclosure, is available publicly, through no fault of the Company Real Property; provided furtherPurchaser (ii) which, that nothing herein shall require after disclosure, becomes available publicly through no fault of the Company to provide access Purchaser, or (iii) which the Purchaser knew or to disclose any information which the Purchaser had access prior to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries disclosure. If, prior to the date of Closing, the Purchaser shall discover that any representation or warranty made by the Seller in this Agreement (provided is untrue or incorrect, the Purchaser shall so notify the Seller promptly. The Purchaser shall not be entitled to bring any claim for damages or indemnification against the Seller after the Closing by reason of the breach of any representation or warranty if an executive officer of Xxxxxxx Products, Inc. had actual knowledge that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure Seller was in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing breach of such material representation or information is not intended to, and shall not, waive warranty on or diminish in any way before the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineClosing Date.

Access to Information and Facilities. (a) From the date of this Agreement until to the earlier of the Effective Time or Closing Date and the date this Agreement is terminated (terminated, subject to the “Interim Period”)Confidentiality Agreement, the Company shallshall give Parent, and shall cause its Subsidiaries to, give Parent and the Merger Subs Sub and Parent’s and the Merger Subs’ representativesSub’s Affiliates and their respective officers, employees, accountants, counsel, investment bankers, consultants and other representatives (collectively, “Parent Representatives”), upon reasonable notice, reasonable access during normal business hours to the offices, facilities, information and books and records of the Company and its SubsidiariesGroup, and shall make the officers and employees of the Company and its Subsidiaries Group available to Parent Parent, Merger Sub and the Merger Subs and their representatives Parent Representatives as Parent, Merger Sub and the Merger Subs and their representatives Parent Representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in violate the terms of any significant interference with Contract to which the prompt and timely discharge by their employees Company or any of their normal duties its Subsidiaries is bound or violate any applicable Applicable Law (provided provided, that the Company uses its shall use commercially reasonable efforts to make alternative arrangements obtain the required consent of any such third party to such Contracts or provide such access and disclosureor disclosure in a manner that would not violate the terms of any such Contract or Applicable Law); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of all requests for access shall be directed to Xxxxxx Xxxxxxxx in writing (the Company Real Property“Designated Contacts”); provided provided, further, that nothing herein shall require the Company to provide access or to disclose any information to Parent if to the extent such access or disclosure (i) would cause significant competitive harm to the Company or any of its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) would be in violation of Applicable Laws (including the HSR Act and other anti-competition laws), (iii) would violate attorney-client privilege or any similar privilege that may be applicable Laws thereto or confidentiality agreements entered into by (iv) would entail any environmental sampling or analysis; provided, that in the case of the preceding clauses (i), (ii) and (iii) the Company shall use commercially reasonable efforts to provide access or disclosure in a manner that would not result in such significant competitive harm, the violation of Applicable Law or loss of such privilege, as applicable. Other than the Designated Contacts, or as expressly provided in the preceding sentence, Parent is not authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates to not) contact any officer, director, employee, franchisee, customer, supplier, distributor, lender or other material business relation of the Company or any of its Subsidiaries prior to the earlier of the Closing Date and the date of this Agreement is terminated without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed); provided that the Company uses its commercially reasonable efforts foregoing shall not prohibit any contact by Parent, Merger Sub or the Parent Representatives in the ordinary course of business unrelated to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrinetransactions contemplated hereby.

Access to Information and Facilities. (a) From the date of this Agreement until to the earlier of the Effective Time Closing Date or the date this Agreement is terminated (terminated, subject to the “Interim Period”)Confidentiality Agreement and applicable Law, the Company shall, shall and shall cause its Subsidiaries to, to give Parent Buyer and the Merger Subs and ParentBuyer’s and the Merger Subs’ representativesRepresentatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, personnel and books and records of the Company and its Subsidiaries, Subsidiaries and shall make the officers and employees of to such other information relating to the Company and its Subsidiaries available to Parent (including the Business) as Buyer and the Merger Subs and their representatives as Parent, the Merger Subs and their representatives its Representatives shall from time to time reasonably request, in each case case, to the extent that such access and disclosure would not obligate Seller, the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure)businesses; provided, however, that (i) all requests for access shall be directed to Xxxxxx Xxxxx or Xxxxxxxxxxxxxxx Xxxxxxxxxxxxxxxx unless otherwise specified by Seller in writing; (ii) the auditors and accountants of Seller, the Company and its Subsidiaries shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants and (iii) Buyer is not authorized to and shall not (and shall cause its Subsidiaries and its and their respective Representatives not to) contact (including through phone, email or social media), any officer, director, employee, customer, service provider, lender or any material business relation of Seller, the Company or its Subsidiaries prior to the Closing, in each case relating to the transactions contemplated by this Section 5.1 does Agreement and the Related Agreements without the prior written consent of Seller (not authorize to be unreasonably withheld, conditioned or delayed); and (iv) Buyer shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to any invasive offices or destructive environmental testing facilities being visited (including rules to comply with Public Health Measures or sampling any Company policies or procedures reasonably implemented in response to a Public Health Event); provided, further, that nothing herein shall prohibit Buyer or its Representatives from discussing with any customer, service provider, lender or any other business relation of the Company Real Propertyor its Subsidiaries that also has a relationship with Buyer or its Affiliates, so long as any information disclosed with respect to the transactions contemplated hereby is made consistent with Section 6.1(b); provided provided, further, that nothing herein shall require Seller, the Company or its Subsidiaries to provide access or to disclose any information to Parent Buyer if such access or disclosure (A) would be in violation of Law (including any Antitrust Laws) applicable Laws or confidentiality agreements entered into by to Seller, the Company or its Subsidiaries prior or the terms of any Contract to which any of Seller, the date Company or its Subsidiaries is party; or (B) is subject to an attorney-client or an attorney work-product privilege or would result in the waiver of this Agreement any applicable attorney-client privilege (provided that that, in the case of clauses (A) and (B), the Company uses shall use its commercially reasonable best efforts to make alternative arrangements to provide such access or make such disclosure (or as much of it as possible) in a way manner that does not violate applicable Laws result in such violations of Law, Contract or confidentiality agreementswaiver of privilege). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine.

Access to Information and Facilities. (a) From Subject to Section 6.4, from the date of this Agreement until to the earlier of the Effective Time Closing Date or the date this Agreement is terminated (terminated, subject to the “Interim Period”)Confidentiality Agreement and applicable Law, the Company shall, shall and shall cause its Subsidiaries to, to give Parent and the Merger Subs and Parent’s and the Merger Subs’ representativesRepresentatives, upon reasonable noticeprior written notice by Parent, reasonable access during normal business hours to the offices, facilities, and books and records of the Company and its SubsidiariesGroup that are in the possession or under the control of any of the Company Group, and shall make the officers and employees of the Company and its Subsidiaries Group available to Parent and the Merger Subs its Representatives as Parent and their representatives as Parent, the Merger Subs and their representatives its Representatives shall from time to time reasonably request, in each case case, to the extent that such access and disclosure would not obligate the Company Equityholder or any of its Subsidiaries the Company Group to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure)businesses; provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling (i) the auditors and accountants of the Company Real PropertyEquityholder and the Company Group shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants; (ii) Parent shall not sample or analyze any soil, groundwater, other environmental media, or building material at any facility of any of the Company Group; (iii) Parent is not authorized to and shall not (and Parent shall cause its Representatives and Associated Persons not to) contact (including through phone, email or social media), any employee (other than, for the avoidance of doubt, any officer of the Company), customer, vendor, supplier, distributor, lender or any material business relation of the Company Equityholder or the Company Group prior to the Closing relating to the transactions contemplated by this Agreement without the prior written consent of Company; and (iv) Parent shall comply, and shall cause its Representatives to comply, with all reasonable safety, health and security rules applicable to any offices or facilities of the Company Group being visited (including rules to comply with Public Health Measures), which rules are provided to Parent a reasonable amount of time in advance of such visit; provided, further, that nothing herein shall require the Company Equityholder or the Company Group to provide access or to disclose any information to Parent if such access or disclosure (A) would, in the reasonable judgment of Company, cause competitive harm to the Company Equityholder or the Company Group if the transactions contemplated by this Agreement are not consummated; (B) would be in violation of any Law (including any Antitrust Laws) applicable Laws or confidentiality agreements entered into by to the Company Equityholder or its Subsidiaries prior any of the Company Group or the terms of any Contract to which any of the Company Equityholder or any of the Company Group is party; or (C) is subject to an attorney-client or an attorney work-product privilege or would result in the waiver of any applicable attorney-client privilege. From the date of this Agreement (provided that to the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any earlier of the information Closing Date or material furnished pursuant to the date this Section 5.1 includes material or information Agreement is terminated, subject to the attorneyConfidentiality Agreement, Company shall and shall cause its Subsidiaries to give Parent and Parent’s Representatives monthly financial statements of the Company Group within twenty-client privilegefive (25) days following each month-end starting with December 31, work product doctrine 2021, in form and substance as historically prepared by the Company Group; provided, however, that, with respect to any members or any other applicable privilege concerning pending or threatened Litigation or governmental investigationsbusinesses of the Company Group acquired pursuant to the Acquisition, each party hereto understands and agrees that the parties hereto have a commonality of interest such financial statements with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material members or information is not intended to, and businesses shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information be provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineas soon as reasonably practicable.

Access to Information and Facilities. (a) From Subject to Section 6.4, from the date of this Agreement until to the earlier of the Effective Time Closing Date or the date this Agreement is terminated (terminated, subject to the “Interim Period”)Confidentiality Agreement and applicable Law, the Company shall, shall and shall cause its Subsidiaries to, to give Parent and the Merger Subs and Parent’s and the Merger Subs’ representativesRepresentatives, upon reasonable noticeprior written notice by Parent, reasonable access during normal business hours to the offices, facilities, and books and records of the Company and its SubsidiariesGroup that are in the possession or under the control of any of the Company Group, and shall make the officers and employees of the Company and its Subsidiaries Group available to Parent and the Merger Subs its Representatives as Parent and their representatives as Parent, the Merger Subs and their representatives its Representatives shall from time to time reasonably request, in each case case, to the extent that such access and disclosure would not obligate the Company Stockholder or any of its Subsidiaries the Company Group to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure)businesses; provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling (i) the auditors and accountants of the Company Real PropertyStockholder and the Company Group shall not be obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access in form and substance reasonably acceptable to such auditors or accountants; (ii) Parent shall not sample or analyze any soil, groundwater, other environmental media, or building material at any facility of any of the Company Group; (iii) Parent is not authorized to and shall not (and Parent shall cause its Representatives and Associated Persons not to) contact (including through phone, email or social media), any employee (other than, for the avoidance of doubt, any officer of the Company), customer, vendor, supplier, distributor, lender or any material business relation of the Company Stockholder or the Company Group prior to the Closing relating to the transactions contemplated by this Agreement without the prior written consent of Company; and (iv) Parent shall comply, and shall cause its Representatives to comply, with all reasonable safety, health and security rules applicable to any offices or facilities of the Company Group being visited (including rules to comply with Public Health Measures), which rules are provided to Parent a reasonable amount of time in advance of such visit; provided, further, that nothing herein shall require the Company Stockholder or the Company Group to provide access or to disclose any information to Parent if such access or disclosure (A) would, in the reasonable judgment of Company, cause competitive harm to the Company Stockholder or the Company Group if the transactions contemplated by this Agreement are not consummated; (B) would be in violation of any Law (including any Antitrust Laws) applicable Laws or confidentiality agreements entered into by to the Company Stockholder or its Subsidiaries prior any of the Company Group or the terms of any Contract to which any of the Company Stockholder or any of the Company Group is party; or (C) is subject to an attorney-client or an attorney work-product privilege or would result in the waiver of any applicable attorney-client privilege. From the date of this Agreement (provided that to the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any earlier of the information Closing Date or material furnished pursuant to the date this Section 5.1 includes material or information Agreement is terminated, subject to the attorneyConfidentiality Agreement, Company shall and shall cause its Subsidiaries to give Parent and Parent’s Representatives monthly financial statements of the Company Group within twenty-client privilegefive (25) days following each month-end starting with December 31, work product doctrine 2021, in form and substance as historically prepared by the Company Group; provided, however, that, with respect to any members or businesses of the Company Group acquired pursuant to any other applicable privilege concerning pending or threatened Litigation or governmental investigationsAcquisition, each party hereto understands and agrees that the parties hereto have a commonality of interest such financial statements with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material members or information is not intended to, and businesses shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information be provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineas soon as reasonably practicable.

Access to Information and Facilities. (a) From the date of this Agreement until to the earlier of the Effective Time Closing Date or the date this Agreement is terminated (terminated, subject to the “Interim Period”)Confidentiality Agreement, the Company shall, and (i) shall cause its Subsidiaries to, give Parent and the Merger Subs Sub and Parent’s and the Merger Subs’ Sub’s representatives, upon reasonable notice, reasonable access during normal business hours to the Company’s and each of its Subsidiaries’, and shall use its commercially reasonable efforts to give reasonable access to each of the Joint Venture Entities’, offices, facilities, books and records of the Company during normal business hours and its Subsidiaries, and (ii) shall make the officers and employees of the Company and its Subsidiaries Subsidiaries, and shall use its commercially reasonable efforts to make the officers and employees of the Joint Venture Entities, available to Parent and the Merger Subs Sub and their representatives as Parent, the Merger Subs Sub and their representatives shall from time to time reasonably request, in each case of the foregoing clauses (i) and (ii), to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries or any of the Joint Venture Entities to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure)businesses; provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure in the reasonable and good faith determination of the Company (A) would cause significant competitive harm to the Company, any of its Subsidiaries or any of the Joint Venture Entities if the transactions contemplated by this Agreement are not consummated, (B) would be in violation of applicable Laws (including the HSR Act and other anti-trust laws) or (C) would violate an obligation of confidentiality agreements entered into by under a Contract with a third party to which the Company, any of its Subsidiaries or any of the Joint Venture Entities is bound or adversely affect the ability to assert attorney-client, attorney work product or other similar privilege, provided that in the cases of subclauses (A) through (B) above, the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses will use its commercially reasonable efforts to (1) obtain the consent of any Person necessary to permit such disclosure or make alternative arrangements to provide appropriate alternate arrangements, (2) limit such access or disclosure information only to the extent the provision of such access or information is restricted or harmful and (3) will reasonably cooperate with Parent to eliminate or limit such restriction and allow such access or information to the maximum extent possible, including by providing such access or information to Parent’s attorney, accountants, consultant or other advisors, providing a summary of such information and/or making such information available in a way that does “clean room” or similar place where access is restricted to Person permitted to view such information. Parent is not violate applicable Laws authorized to and shall not (and shall cause its employees, agents, representatives and Affiliates to not) contact any customer, supplier, distributor, lender or confidentiality agreements). If other material third party business relation of the Company or any of its Subsidiaries with respect to the information Company’s business or material furnished pursuant the transactions contemplated by this Agreement prior to the Closing without the prior written consent of Xxxxxxxx X. Xxxxxx (it being understood that nothing in this Section 5.1 includes material or information subject to 5.1(a) shall restrict the attorney-client privilege, work product doctrine right of Parent or any such Person from contacting (y) any such customer, supplier, distributor, lender or other applicable privilege concerning pending material third party business relation in the ordinary course of conducting its own business or threatened Litigation or governmental investigations, each party hereto understands and agrees that (z) any lender of the parties hereto have a commonality of interest Company with respect to such matters and it is lender’s potential participation in the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineFinancing).

Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated (the ““ Interim PeriodPeriod ”), the Company shall, and shall cause its Subsidiaries to, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and its Subsidiaries, and shall make the officers and employees of the Company and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs and their representatives shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (( provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure); providedprovided , howeverhowever , that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided furtherfurther , that nothing herein shall require the Company to provide access or to disclose any information to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine.

Access to Information and Facilities. (a) From the date of this Agreement until to the earlier of the Effective Time Closing Date or the date this Agreement is terminated (terminated, subject to the “Interim Period”)Confidentiality Agreement, the Company Sellers shall, and shall cause its the Companies and the Subsidiaries to, give Parent Buyers and the Merger Subs and Parent’s and the Merger SubsBuyers’ representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company Companies and its the Subsidiaries, and shall make the representatives, officers and employees of the Company Companies and its the Subsidiaries available to Parent and the Merger Subs Buyers and their representatives as Parent, the Merger Subs Buyers and their representatives shall from time to time reasonably request, in each case case, to the extent that such access and disclosure would not obligate Sellers, the Company Companies or any of its the Subsidiaries to take any actions that would unreasonably interfere with disrupt the normal course of their businesses or otherwise result in violate the terms of any significant interference with Contract to which Sellers, the prompt and timely discharge by their employees of their normal duties Companies or violate any applicable Law the Subsidiaries are bound (provided that Sellers, the Company uses its Companies and the Subsidiaries use commercially reasonable efforts to make alternative arrangements obtain any requisite consents to provide access to such Contracts); provided, further that all requests for access shall be directed to Credit Suisse Securities (USA) LLC and disclosureXxxxxxx, Xxxxx & Co. or as otherwise specified by Sellers in writing (the “Designated Contacts”); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided further, that nothing herein shall require Sellers, the Company Companies or the Subsidiaries to provide access or to disclose any information to Parent Buyers if such access or disclosure (i) would be in violation of Applicable Law (including the HSR Act and other anti-competition laws) or (ii) would violate attorney-client privilege or any similar privilege that may be applicable Laws thereto (provided in each of clauses (i) and (ii), Sellers and the Companies use commercially reasonable efforts to seek consents or confidentiality agreements entered into by put in place procedures that would permit such information to be made available to Buyers or their representatives). Other than the Company Designated Contacts or its as expressly provided in the preceding sentence, Buyers shall not, and shall direct their employees, agents, representatives and Affiliates not to, without the prior consent of the Designated Contacts (not to be unreasonably withheld, conditioned or delayed), contact any employee, franchisee, customer, supplier, distributor, lender or other material business relation of Sellers, the Companies or the Subsidiaries prior to the date of this Agreement (provided that Closing in connection with the Company uses its commercially reasonable efforts transactions contemplated hereby. In addition, Sellers shall provide to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of Buyers monthly financial statements for each completed month before the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands Closing Date as soon as practicable and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorneyevent within fifteen (15) days after month-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineend.

Access to Information and Facilities. (a) From During the date Term, for purposes of this Agreement until evaluating whether to exercise the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, give Parent and the Merger Subs and Parent’s and the Merger Subs’ representativesOption, upon reasonable notice, reasonable access during normal business hours and subject to the officesapplicable Law (including antitrust Laws and Gaming Laws), facilitiesSeller shall, books subject to Seller’s rules and records of the Company and its Subsidiaries, and shall make the officers and employees of the Company and its Subsidiaries available to Parent and the Merger Subs and their representatives as Parent, the Merger Subs and their representatives shall procedures in effect from time to time for such access, afford Buyer’s Representatives reasonable access to the books and records, Contracts and other material information related to the operation of the business at the Property and the Purchased Assets and Assumed Liabilities (expressly excluding, however, the Excluded Assets and the Excluded Liabilities) as Buyer may reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure); provided, however, that this Section 5.1 does (a) Buyer shall not authorize initiate contact with employees or other Representatives of Seller, other than Seller Parent’s Senior Director, Financial Analysis, and individuals designated in writing by Seller, without the prior written consent of Seller; (b) Buyer’s Representatives shall be entitled to perform non-intrusive Phase I assessments at the Property, but shall not be entitled to perform any invasive physical inspection or destructive environmental intrusive testing or sampling of any nature with respect to any portion of the Company Real Property; provided (c) Buyer shall not unreasonably interfere with the operation and support of the business located at the Property; (d) Seller shall not be required to provide access to any materials if the same could reasonably be expected to jeopardize an attorney-client, attorney work product or similar legal privileges in favor of Seller or its Affiliates; (e) Seller shall not be required to provide access to any consolidated, unitary or combined Tax Returns that include Seller; and (f) in no event shall the results of Buyer’s review of any information or Buyers’ satisfaction therewith be a condition to Buyer’s obligations hereunder, it being the intent of Buyer to purchase the Property on an “As Is, Where Is” basis as set forth in Section 10.1 of the Purchase Agreement; provided, further, that nothing herein Seller shall require not be required to make the Company Davenport Players List (or any portion thereof) available to provide access Buyer or its Representatives; provided, further, that Seller shall not be required to disclose make available any information related to Parent if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by Seller Parent’s other operations, businesses and properties other than the Company or its Subsidiaries prior to the date of this Agreement (provided that the Company uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrineProperty.

Access to Information and Facilities. (a) From the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated (the “Interim Period”), (a) each of the Company and Parent shall, and shall cause its Subsidiaries to, give Parent the other party and the Merger Subs and Parent’s and the Merger Subs’ its representatives, upon reasonable notice, reasonable access during normal business hours to the offices, facilities, books and records of the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, (b) the Company shall and shall cause its Subsidiaries to give Parent and its representatives, upon reasonable notice, reasonable access during normal business hours to the offices and facilities of the Company and its Subsidiaries, and (c) each of the Company and Parent shall, and shall cause its Subsidiaries to make the officers and employees of the Company and its Subsidiaries or Parent and its Subsidiaries, as the case may be, available to Parent the other party and the Merger Subs and their representatives its representatives, in each case as Parent, the Merger Subs and their representatives such other party shall from time to time reasonably request, in each case to the extent that such access and disclosure would not obligate the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as the case may be, to take any actions that would unreasonably interfere with the normal course of their businesses or otherwise result in any significant interference with the prompt and timely discharge by their employees of their normal duties or violate any applicable Law (provided that each of the Company and Parent, respectively, uses its commercially reasonable efforts to make alternative arrangements to provide such access and disclosure); provided, however, that this Section 5.1 does not authorize any invasive or destructive environmental testing or sampling of the Company Real Property; provided provided, further, that nothing herein shall require the Company or Parent to provide access or to disclose any information to Parent the other party or its representatives if such access or disclosure would be in violation of applicable Laws or confidentiality agreements entered into by the Company or its Subsidiaries or Parent or its Subsidiaries, as the case may be, prior to the date of this Agreement (provided that the Company or Parent, as the case may be, uses its commercially reasonable efforts to make alternative arrangements to provide such access or disclosure in a way that does not violate applicable Laws or confidentiality agreements). If any of the information or material furnished pursuant to this Section 5.1 includes material or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information provided by the Company or Parent that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine.