Common use of Access to Information Concerning Properties and Records Clause in Contracts

Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the earliest of (i) the Closing Date, (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 2002, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its and the Company's Subsidiaries' executive officers, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement.

Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the earliest earlier of (i) the Closing Date, Date and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 20029.1, the Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company shall, and shall cause each of its Subsidiaries toSubsidiaries, upon reasonable notice, to afford Parentthe Purchasers and their employees, and Parent's counsel, accountants, consultantsfinancial advisors, financing sources consultants and other authorized representatives, reasonable access during normal business hours to its and the Company's Subsidiaries' executive officers, directors, employees, accountants, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Company and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building . The Verizon Selling Shareholders and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation Vodafone shall not, however, affect the representations and warranties made by use their commercially reasonable efforts to cause the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to furnish to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that Purchasers all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's its or its Subsidiaries' business, properties and personnel as Parent or Purchaser the Purchasers may reasonably request. The Company agrees to cause its officers ; provided that such investigation and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser assistance shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to not unreasonably disrupt the businesses operations of the Company or its Subsidiaries. Notwithstanding the foregoing, the Verizon Selling Shareholders and its Subsidiaries which may result from Vodafone shall not be required to cause the requests made hereunder. The foregoing provisions of Company to furnish any information pursuant to this Section 8.1 shall 7.1 if the Company believes that not require furnishing such information is reasonably necessary to comply with applicable law, preserve attorney-client privilege and/or prevent a breach of or default under any Contract to which the Company or any of its Subsidiaries to disclose is a party. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust representation or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that warranty with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit made available or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged furnished pursuant to this Section 8.1 7.1 and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall be subject to not constitute the Confidentiality Agreementbasis for any claim of breach of any representation, warranty, covenant or obligation of the Verizon Selling Shareholders or their Affiliates or the Verizon Selling Shareholders' or their Affiliates' respective officers, directors, representatives and agents, or of Vodafone or its Affiliates or Vodafone's or its Affiliates' respective officers, directors, representatives or agents.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on at the earliest earlier of (i) the Closing Date, and (ii) the date on which termination of this Agreement is terminated pursuant to Section 10.1 hereof and 8.1 [(iii) July 18Termination)], 2002except as prohibited by applicable Law, the Company shall, and shall cause its the Company Subsidiaries to, upon reasonable noticeprior notice and during regular business hours, afford ParentPurchaser and its Representatives reasonable access to the Representatives, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its and the Company's Subsidiaries' executive officers, material properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its the Company Subsidiaries which may result from to the requests made hereunder. The foregoing provisions of this Section 8.1 extent reasonably necessary for Purchaser to familiarize itself with such properties and other matters; provided, that (x) such access shall not require unreasonably disrupt the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation operations of the Company or its Subsidiaries and Purchaser shall use its commercially reasonable efforts to minimize any third party to maintain such disruption, (y) such access shall be in compliance with, and subject to, all applicable safety requirements of Seller, the confidentiality of such information; providedCompany, howeverand the Company Subsidiaries, that including with respect to COVID-19 and those imposed in connection with any civil unrest, and (z) the Company shall be entitled to have representatives present in connection with all such access. Notwithstanding anything to the contrary contained in this Agreement, the Company and/or the Company Subsidiaries shall not be required to (A) provide any information covered by or access that the Company reasonably believes could violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or the terms of any applicable confidentiality obligation or cause forfeiture of attorney-client privilege (provided, that in the event that the restrictions in this clause (ii)A) apply, the Company shall notify Purchaser of any such restrictions and the request to which they apply and thereafter, the Company shall use commercially reasonable efforts to obtain provide or cause to be provided to Purchaser such access or information in a manner that would not be reasonably likely, in the consent reasonable determination of the Company’s counsel, to result in any such violation or forfeiture), (B) provide any information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids, or (C) conduct, or permit Purchaser or any of its Representatives to conduct, any Phase I or Phase II environmental site assessment or investigation or other environmental sampling relating to any real property owned by or leased to the Company and/or the Company Subsidiaries. Purchaser acknowledges and agrees that notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to the sale process, and bids received from Purchaser and other Persons in connection with the transactions contemplated by this Agreement that are in the possession of Seller, the Company or any of their respective Subsidiaries as of the date hereof and through the Closing will be transferred to Seller prior to or as of the Closing and Seller shall not be required to grant access to such documents, materials and other information to Purchaser or any of their respective Affiliates at any time, and such documents, materials and other information shall not be deemed Confidential Information. Prior to any entry upon or physical inspection of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged location pursuant to this Section 8.1 6.1, Purchaser shall be subject execute and deliver to the Confidentiality AgreementCompany an access and indemnity agreement in a commercially reasonable form to be provided by the Company promptly after the date hereof and shall provide evidence of liability insurance coverage reasonably acceptable to the Company.

Access to Information Concerning Properties and Records. During (a) Sellers and the period commencing on Company, after the date hereof and ending on the earliest of (i) the through Closing Date, (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 2002, the Company shall, and shall cause the Subject Companies to: (i) provide, to Purchaser and its Subsidiaries toAffiliates and Representatives access, upon reasonable noticeas reasonably requested by Purchaser, afford Parent, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its and the Company's Subsidiaries' executive officersoffices, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Subject Companies (it being understood that such access will be coordinated through Primary Seller, and granted during regular business hours upon reasonable advance notice in writing, and provided that any such access by Purchaser shall not unreasonably interfere with the conduct of the business of the Subject Companies); and (ii) furnish to Purchaser and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building Affiliates and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; Representatives such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond relating to the Subject Companies as such inquiries as Parent or Purchaser shall from time to time Persons may reasonably request. Parent and ; provided, that, Purchaser shall make all reasonable efforts will not have access to minimize any disruption (A) individual performance or evaluation records; (B) information that is subject to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company attorney-client privilege or any of its Subsidiaries to disclose any other privilege; or (C) information the disclosure of which that, in the reasonable good faith judgment opinion of Sellers or the Company after consultation with outside counsel Subject Companies, would (i1) violate any applicable antitrust result in a breach of confidentiality obligations to which Sellers or competition Law the Subject Companies are bound or (ii2) violate any contractual obligation result in a violation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such informationapplicable Laws, including Antitrust Laws; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; and provided, further, however (3) that this clause (ii) such access shall not limit or restrict any obligation unreasonably disrupt the operations of the Subject Companies. Sellers and the Company shall cooperate in good faith with Purchaser to disclose identify and implement alternative means for Purchaser to be granted access to any employees, offices, properties, books and records, data or information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged which Purchaser are not granted access pursuant to this Section 8.1 shall be subject 5.1 due to limitations under applicable Law, attorney-client privilege or other privilege or the terms of any confidentiality or similar agreements, including, for example and without limitation, entering into a common interest agreement, seeking third party consent under Contracts, establishing a process that, through the use of steps such as targeted redactions, provision of information to counsel to review and, to the Confidentiality Agreementextent permitted by applicable Law, to summarize for its client, or use of a “clean room” environment for analysis and review of information accessible to limited Persons (such as external advisors), will provide Purchaser with timely access to the substance of the information described in this Section 5.1(a) in a manner that allows the Company to comply with Contracts and applicable Law and preserve the attorney-client or other privilege, as the case may be. No investigation 37 by Purchaser of other information received by Purchaser or its Affiliates or Representatives shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the Sellers or the Company hereunder.

Access to Information Concerning Properties and Records. (a) During the period commencing on from the date hereof of this Agreement through and ending on including the earliest earlier of (i) the Closing Date, date this Agreement is terminated in accordance with Section 9.1 and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18Closing Date, 2002, the Company Seller shall, and shall cause its Subsidiaries to, upon reasonable noticeprior notice and during regular business hours, afford Parent, Purchaser and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, its Representatives reasonable access during normal business hours to its and the Company's Subsidiaries' executive officerspersonnel, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Seller and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come Subsidiaries relating to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunderTerminal Operations, the date set forth in clause (iii) shall be extended for so long as, Purchased Assets and only the Assumed Liabilities to the extent Purchaser reasonably believes necessary for, Parent or advisable to continue to investigate the matters causing or otherwise relating to any familiarize itself with such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation properties (including for purposes of performing American Land Title Association surveys of the Offer. The Company Owned Real Property) and other matters and, during such period, Seller shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries concerning the Terminal Operations as Parent or Purchaser shall from time to time may reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption ; provided, that Seller may restrict the foregoing access to the businesses extent that in the reasonable judgment of the Company Seller, any applicable Law requires it to restrict such access; and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 provided, further, that such access shall not require unreasonably disrupt the Company operations of Seller or any of its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor any of its Subsidiaries shall be required to disclose (x) provide any information or access that Seller reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the disclosure terms of which in any Contract or cause the reasonable good faith judgment waiver of the Company after consultation with outside counsel would (i) violate any applicable antitrust attorney/client or competition Law similar privilege or (iiy) violate conduct, or permit Purchaser or any contractual obligation of its Representatives, without the Company express written permission of Seller, to conduct any Phase II investigation or its Subsidiaries other environmental air, soil, surface water or groundwater investigation, sampling or analysis on or relating to any third party real property owned by or leased to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality AgreementSeller and/or its Subsidiaries.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on at the earliest earlier of (i) the Closing Date, and (ii) the date on which termination of this Agreement is terminated pursuant to Section 10.1 hereof and 8.1 (iii) July 18Termination), 2002except as prohibited by applicable Law or Order, the Company shall, and shall cause its the Company Subsidiaries to, upon reasonable noticeprior notice and during regular business hours, afford ParentPurchaser, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its Representatives and the Debt Financing Sources (or potential Debt Financing Sources) reasonable access to the Representatives, properties (subject to Purchaser’s execution of a customary access indemnity agreement reasonably satisfactory to the Company's Subsidiaries' executive officers, properties), books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Company and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 Subsidiaries (including any Returns or any date thereafter it has come portions thereof with respect to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iiiand Company Subsidiaries) shall be extended for so long as, and only to the extent reasonably necessary forfor Purchaser to familiarize itself with such matters and consummate the transactions contemplated by this Agreement and, Parent to continue to investigate during such period, the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information concerning the Company’s and respond to the Company Subsidiaries’ business, properties and personnel as Purchaser may reasonably request; provided, that (1) such inquiries as Parent access shall not unreasonably disrupt the operations of the Company or the Company Subsidiaries, (2) Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all use its commercially reasonable efforts to minimize any disruption to the businesses such disruption, (3) such access shall be in compliance with, and subject to, all applicable safety requirements of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require Seller, the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; providedSubsidiaries, however, that including those with respect to any of their COVID-19 Measures (provided that each of Seller and the Company shall, and shall cause each of the Company Subsidiaries to, use its reasonable best efforts to allow for such access or disclosure in a manner that does not jeopardize the health and safety of any employees of Seller, the Company or the Company Subsidiaries, as applicable, in light of COVID-19) that have been provided or communicated to Purchaser, and (4) Seller shall be entitled to have representatives present in connection with all such access provided to Purchaser and its Representatives. Notwithstanding anything to the contrary contained in this Section 6.1(a) of this Agreement, the Company and/or the Company Subsidiaries shall not be required to (A) provide any information covered by or access that would reasonably be expected to violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or cause forfeiture of attorney-client privilege (provided that in the event that the restrictions in this clause (ii)A) apply, the Company shall use commercially reasonable efforts provide, or cause to obtain be provided, to Purchaser a reasonably detailed description of the consent of information not provided and the Company shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such third party information without resulting in any violation of applicable Law or forfeiture of privilege), (B) provide any information relating to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement.70

Access to Information Concerning Properties and Records. CONFIDENTIALITY. During the period commencing on the date hereof and ending on the earliest of (i) the Closing Date, (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 2002, the Company shall, Seller shall and shall cause its the Companies and the Subsidiaries to, upon reasonable noticerequest, afford Parentto the Buyer, and Parent's its counsel, accountants, consultantsengineers, financing sources appraisers and other authorized representatives, representatives and its lenders reasonable access during normal business hours to its the properties, equipment, books, accounts, contracts, documents and records of the Companies, the Subsidiaries and the Company's Subsidiaries' executive officersStations, their businesses and properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate that doing so does not materially disrupt or interfere with the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation operations of the Offer. The Company shall Stations, and the Companies shall, within a reasonable period of time, furnish promptly or cause to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant be furnished to the requirements of Puerto Rico, federal, state or foreign securities Laws Buyer and (y) its representatives all other existing data and information concerning the Company's or its Subsidiaries' business, business and properties and personnel of the Stations as Parent or Purchaser the Buyer may reasonably request. The Company agrees to cause its officers and employees to furnish Without limiting the generality of the foregoing, the Buyer shall be given such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption access to the businesses financial records of the Companies as is necessary for the Buyer to satisfy itself as to the form and substance of the Closing Balance Sheet. All requests for information shall be submitted only to Xxxx XxXxxx, Xxxxx Xxxxxxx, Xxxxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx or Xxxxxxx Xxxxxxx & Xxxxxxxx. The Buyer will not initiate or maintain contact with any employee of the Seller, the Companies or the Subsidiaries without the Seller's prior consent, such consent not to be unreasonably withheld or delayed. Prior to the Closing, the Seller will also provide the Buyer with a complete and correct list containing the names of each bank in which each Company and its Subsidiaries which the Subsidiary has an account or safe deposit or lock box, the account or box number, as the case may result from be, and the requests made hereundername of every person authorized to draw thereon or having access thereto. The foregoing provisions of this Subject to Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii5.4(c), the Company Buyer shall use commercially reasonable efforts keep, and shall cause its agents, attorneys, employees and representatives to obtain the consent of any such third party to such disclosure; providedkeep, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose confidential all information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement.obtained by

Access to Information Concerning Properties and Records. (a) During the period commencing on from the date hereof of this Agreement through and ending on including the earliest earlier of (i) the Closing Date, date this Agreement is terminated in accordance with Section 9.1 and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18Closing Date, 2002, the Company Seller shall, and shall cause its Subsidiaries to, upon reasonable noticeprior notice and during regular business hours, afford Parent, Purchaser and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, its Representatives reasonable access during normal business hours to its and the Company's Subsidiaries' executive officerspersonnel, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Seller and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come Subsidiaries relating to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunderTerminal Operations, the date set forth in clause (iii) shall be extended for so long as, Purchased Assets and only the Assumed Liabilities to the extent Purchaser reasonably believes necessary for, Parent or advisable to continue to investigate the matters causing or otherwise relating to any familiarize itself with such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation properties (including for purposes of 42 performing American Land Title Association surveys of the Offer. The Company Owned Real Property) and other matters and, during such period, Seller shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries concerning the Terminal Operations as Parent or Purchaser shall from time to time may reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption ; provided, that Seller may restrict the foregoing access to the businesses extent that in the reasonable judgment of the Company Seller, any applicable Law requires it to restrict such access; and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 provided, further, that such access shall not require unreasonably disrupt the Company operations of Seller or any of its Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor any of its Subsidiaries shall be required to disclose (x) provide any information or access that Seller reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the disclosure terms of which in any Contract or cause the reasonable good faith judgment waiver of the Company after consultation with outside counsel would (i) violate any applicable antitrust attorney/client or competition Law similar privilege or (iiy) violate conduct, or permit Purchaser or any contractual obligation of its Representatives, without the Company express written permission of Seller, to conduct any Phase II investigation or its Subsidiaries other environmental air, soil, surface water or groundwater investigation, sampling or analysis on or relating to any third party real property owned by or leased to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality AgreementSeller and/or its Subsidiaries.

Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the earliest of (i) the Closing Date, (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 2002, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, 35 of 56 afford Parent, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its and the Company's Subsidiaries' executive officers, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earliest earlier of (i) the Closing Date, date on which the Effective Time occurs and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 20028.1, the Company shall, and shall cause its each of the Company Subsidiaries to, upon reasonable notice, afford ParentParent and Merger Sub and their respective Representatives, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, reasonable access during normal business hours to its and the Company's Subsidiaries' executive officers, directors, employees, accountants, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Company and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this AgreementSubsidiaries and, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunderduring such period, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) Merger Sub all other information concerning its or the Company's or its Company Subsidiaries' ’ business, properties and personnel as Parent or Purchaser and Merger Sub may reasonably request. The ; provided, that the Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption may restrict the foregoing access to the businesses extent that in the reasonable judgment of the Company, any Law applicable to the Company requires it or the Company Subsidiaries to restrict access to any of its business, properties, information or personnel; and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 provided, further, that such access shall not require unreasonably disrupt the operations of the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of Subsidiaries. Notwithstanding anything to the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by contrary contained in this clause (ii)Agreement, the Company and/or the Company Subsidiaries shall use commercially reasonable efforts not be required to obtain (A) provide any information or access that the consent Company reasonably believes could violate applicable Law, including Antitrust Laws, HIPAA Requirements and data protection Laws, rules or regulations or the terms of any such third party confidentiality agreement or cause forfeiture of attorney/client privilege or (B) without the Company’s prior written consent, which should not be unreasonably withheld, conditioned or delayed, conduct, or permit Parent, Merger Sub or any of their Representatives to such disclosure; providedconduct, further, however that this clause (ii) shall not limit any Phase II investigation or restrict other environmental sampling relating to any obligation of real property owned by or leased to the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to and/or the Confidentiality AgreementCompany Subsidiaries.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earliest earlier of (i) the Closing Date, Date and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 20027.1, the Company shall, and shall cause its the Company Subsidiaries to, upon reasonable notice, afford Parent, Parent and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, its Representatives reasonable access during normal business hours to its and the Company's Subsidiaries' executive officers, directors, employees in management positions, accountants, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Company and the Company Subsidiaries solely to the extent necessary to enable Parent to consummate the Closing; provided, that (x) such access shall not unreasonably disrupt the operations of the Company or any Company Subsidiary, (y) no such access shall be permitted other than in the presence of the Shareholders’ Representative or one of its Subsidiaries' affairsRepresentatives, includingand (z) the Company and/or any Company Subsidiary may restrict the foregoing access and shall not be required to (A) provide any information or access that the Company reasonably believes, without limitationupon the advice of, operationalcould violate applicable Law, marketincluding Antitrust Laws and Data Protection and Privacy Laws, financialrules or regulations or the terms of any applicable obligation or cause forfeiture of attorney/client privilege, legalsolicitor/client privilege or an attorney or solicitor work-product privilege, environmental(B) provide any information relating to the sale process, building bids received from other Persons in connection with the transactions contemplated by this Agreement and mechanical inspections information and analysis (includingincluding financial analysis) relating to such bids or (C) conduct, without limitationor permit Parent, subsurface Merger Sub or any of their respective Representatives to conduct, any Phase I or Phase II environmental site assessment or investigation, or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made environmental sampling relating to any real property owned by or leased to the Company and/or any Company Subsidiary. Each of Parent and Merger Sub acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, providedall documents, howevermaterials, that if as of July 18communications, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data analyses and other information and respond relating to such inquiries as Parent or Purchaser shall the sale process, bids received from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to other Persons in connection with the businesses transactions contemplated by this Agreement that are in the possession of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its the Company Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment as of the Company after consultation with outside counsel would (i) violate any applicable antitrust date of this Agreement and through the Closing will be transferred to the Shareholders’ Representative prior to, or competition Law or (ii) violate any contractual obligation of as of, the Closing and the Shareholders’ Representative shall not be required to grant access to such documents, materials and other information to Parent, Merger Sub, the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that with respect to their respective Affiliates at any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreementtime.

Access to Information Concerning Properties and Records. During the period commencing on the date hereof and ending on the earliest earlier of (i) the Closing Date, Date and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 18, 2002hereof, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice, afford Parent, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, access during normal business hours to its and the Company's Subsidiaries' executive officers, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or Purchaser may reasonably request. The Company agrees to cause its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require the Company or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law law or (ii) violate any the contractual obligation of the Company or its Subsidiaries Subsidiary to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable best efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreement.

Access to Information Concerning Properties and Records. During (a) Subject to Section 6.2, during the period commencing on the date hereof and ending on the earliest earlier of (i) the Closing Date, Date and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 188.1, 2002, the Company Sellers shall, and shall cause its the Company and the Company Subsidiaries to, upon reasonable noticenotice to Sellers’ Representative, afford ParentPurchaser and its Representatives, and Parent's counsel, accountants, consultants, financing sources and other authorized representatives, reasonable access during normal business hours to its and the Company's Subsidiaries' executive officersRepresentatives, auditors, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Company and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company Subsidiaries and, during such period, Sellers shall furnish promptly to Purchaser all information concerning the Business, properties and personnel as Purchaser may reasonably request; provided, that Sellers’ Representative or the Company or any Company Subsidiary may restrict the foregoing access to the extent that in the reasonable judgment of Sellers’ Representative, any Law applicable to the Company requires it or the Company Subsidiaries to restrict such access to any of its Assets, information or personnel; and provided, further, that such access shall not unreasonably disrupt the operations of the Company or any of the Company Subsidiaries. Notwithstanding anything to the contrary contained in this Agreement, none of Sellers, the Company or any Company Subsidiary shall be required to (i) provide any information or access that Sellers’ Representative or the Company reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any confidentiality agreement or cause forfeiture of attorney/client privilege or (ii) conduct, or permit Purchaser or any of its Representatives to conduct, any invasive Phase I environmental site assessment, Phase II investigation or any other physical environmental soil or groundwater sampling or investigation or any sampling, testing or investigation of air emissions, wastewater, drinking water, or any substance or material on, at, under or relating to the Assets or the Business or any real property owned by or leased to the Company, any Company Subsidiaries and/or any Mexico Subsidiaries, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only to the extent necessary for, Parent to continue to investigate the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws and (y) all other information concerning the Company's or its Subsidiaries' business, properties and personnel as Parent or respects Purchaser may reasonably request. The Company agrees to cause continue its officers and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. Parent and Purchaser shall make all reasonable efforts to minimize any disruption to the businesses of the Company and its Subsidiaries which may result from the requests made hereunder. The foregoing provisions of environmental due diligence based upon documents provided under this Section 8.1 shall not require the Company 6.1(a) or any of its Subsidiaries to disclose any information the disclosure of which in the reasonable good faith judgment of the Company after consultation with outside counsel would (i) violate any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company or its Subsidiaries to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party to such disclosure; provided, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose information to Parent pursuant to Section 8.5 or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreementare otherwise publicly available.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earliest earlier of (i) the Closing Date, Date and (ii) the date on which this Agreement is terminated pursuant to Section 10.1 hereof and (iii) July 189.1, 2002except as prohibited by Law, the Company Partnership shall, and shall cause its the Partnership Subsidiaries to, upon reasonable noticeprior notice and during regular business hours, afford Parent, Parent and Parent's counsel, accountants, consultants, financing sources Merger Subs and other authorized representatives, their respective Representatives reasonable access during normal business hours to its and the Company's Subsidiaries' executive officersRepresentatives, properties, books and records in order that they may have the opportunity to make such investigations as they shall reasonably deem necessary of the Company's Partnership and its Subsidiaries' affairs, including, without limitation, operational, market, financial, legal, environmental, building and mechanical inspections (including, without limitation, subsurface or other physically invasive investigations) and title and survey due diligence; such investigation shall not, however, affect the representations and warranties made by the Company in this Agreement, provided, however, that if as of July 18, 2002 or any date thereafter it has come to the attention of Parent that there has been a breach by the Company of a representation, warranty or covenant hereunder, the date set forth in clause (iii) shall be extended for so long as, and only Partnership Subsidiaries to the extent reasonably necessary forfor Parent and Merger Subs to familiarize themselves with such properties and other matters and, Parent to continue to investigate during such period, the matters causing or otherwise relating to any such breach or, if later, any Cure Period relating to such breach and provided, further, that all such access shall be reinstated promptly upon Consummation of the Offer. The Company Partnership shall furnish promptly to Parent and Purchaser (x) a copy of each form, report, schedule, statement, registration statement Merger Subs all financial and other document filed by it during such period pursuant to the requirements of Puerto Rico, federal, state or foreign securities Laws operating data and (y) all other information concerning the Company's or its Partnership’s and the Partnership Subsidiaries' ’ business, properties and personnel as Parent or Purchaser and Merger Subs may reasonably request. The Company agrees to cause its officers ; provided, that such access shall not unreasonably disrupt the operations of the Partnership or the Partnership Subsidiaries and employees to furnish such additional financial and operating data and other information and respond to such inquiries as Parent or Purchaser shall from time to time reasonably request. each of Parent and Purchaser each of the Merger Subs shall make all use its commercially reasonable efforts to minimize any disruption such disruption. Notwithstanding anything to the businesses of contrary contained in this Agreement, the Company and its Partnership and/or the Partnership Subsidiaries which may result from the requests made hereunder. The foregoing provisions of this Section 8.1 shall not require be required to (A) provide any information or access that the Company Partnership reasonably believes could violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or the terms of any applicable confidentiality obligation or cause forfeiture of attorney/client privilege or (B) conduct, or permit Parent, Merger Subs or any of its Subsidiaries their respective Representatives to disclose conduct, any Phase II investigation or other environmental sampling relating to any real property owned by or leased to the Partnership and/or the Partnership Subsidiaries. Each of Parent and each of the Merger Subs acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to the disclosure of which sale process, bids received from Parent, Merger Subs and other Persons in connection with the transactions contemplated by this Agreement that are in the reasonable good faith judgment possession of the Company after consultation with outside counsel would (i) violate Partnership or any applicable antitrust or competition Law or (ii) violate any contractual obligation of the Company Partnership Subsidiaries as of the date hereof and through the Closing will be transferred to the Sellers’ Representative prior to or its Subsidiaries as of the Closing and the Sellers’ Representative shall not be required to any third party to maintain the confidentiality of such information; provided, however, that with respect to any information covered by this clause (ii), the Company shall use commercially reasonable efforts to obtain the consent of any such third party grant access to such disclosure; provideddocuments, further, however that this clause (ii) shall not limit or restrict any obligation of the Company to disclose materials and other information to Parent pursuant to Section 8.5 Parent, Merger Subs or Section 10.1(c)(i). All information exchanged pursuant to this Section 8.1 shall be subject to the Confidentiality Agreementany of their respective Affiliates at any time.