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 earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.1, the Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its Subsidiaries, upon reasonable notice, to afford the Purchasers and their employees, counsel, accountants, financial advisors, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its Subsidiaries. The Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company to furnish to the Purchasers all information concerning its or its Subsidiaries' business, properties and personnel as the Purchasers may reasonably request; provided that such investigation and assistance shall not unreasonably disrupt the operations of the Company or its Subsidiaries. Notwithstanding the foregoing, the Verizon Selling Shareholders and Vodafone shall not be required to cause the Company to furnish any information pursuant to this Section 7.1 if the Company believes that not 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 is a party. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make any representation or warranty with respect to any information made available or furnished pursuant to this Section 7.1 and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis 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 the 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 9.18.1, the Verizon Selling Shareholders Company shall, and Vodafone shall use their commercially reasonable efforts to cause each of the Company and each of its SubsidiariesSubsidiaries to, upon reasonable notice, to afford the Purchasers Parent and Merger Sub and their employees, counsel, accountants, financial advisors, consultants and other authorized representativesrespective Representatives, reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books and records of the Company and its Subsidiaries. The Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company Subsidiaries and, during such period, the Company shall furnish promptly to furnish to the Purchasers Parent and Merger Sub all information concerning its or its the Company Subsidiaries' ’ business, properties and personnel as the Purchasers Parent and Merger Sub may reasonably request; provided provided, that the Company may restrict the foregoing access to the 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 provided, further, that such investigation and assistance access shall not unreasonably disrupt the operations of the Company or its any of the Company Subsidiaries. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Verizon Selling Shareholders and Vodafone Company and/or the Company Subsidiaries shall not be required to cause (A) provide any information or access that the Company to furnish reasonably believes could violate applicable Law, including Antitrust Laws, HIPAA Requirements and data protection Laws, rules or regulations or the terms of any information pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with applicable law, preserve confidentiality agreement or cause forfeiture of attorney-/client privilege and/or prevent a breach of or default under any Contract to (B) without the Company’s prior written consent, which the Company should not be unreasonably withheld, conditioned or delayed, conduct, or permit Parent, Merger Sub or any of its Subsidiaries is a party. Neither the Verizon Selling Shareholders nor Vodafone makes their Representatives to conduct, any Phase II investigation or shall make any representation or warranty with respect other environmental sampling relating to any information made available real property owned by or furnished pursuant leased to this Section 7.1 and the Purchasers hereby agree that Company and/or the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis 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 agentsCompany Subsidiaries.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.1, except as prohibited by Law, the Verizon Selling Shareholders Partnership shall, and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its SubsidiariesPartnership Subsidiaries to, upon reasonable noticeprior notice and during regular business hours, to afford the Purchasers Parent and Merger Subs and their employees, counsel, accountants, financial advisors, consultants and other authorized representatives, respective Representatives reasonable access during normal business hours to the officers, directors, employees, accountantsRepresentatives, properties, books and records of the Company Partnership and its Subsidiaries. The Verizon Selling Shareholders the Partnership Subsidiaries to the extent reasonably necessary for Parent and Vodafone Merger Subs to familiarize themselves with such properties and other matters and, during such period, the Partnership shall use their commercially reasonable efforts to cause the Company to furnish to the Purchasers Parent and Merger Subs all financial and operating data and other information concerning its or its the Partnership’s and the Partnership Subsidiaries' ’ business, properties and personnel as the Purchasers Parent and Merger Subs may reasonably request; provided provided, that such investigation and assistance access shall not unreasonably disrupt the operations of the Company Partnership or the Partnership Subsidiaries and each of Parent and each of the Merger Subs shall use its Subsidiariescommercially reasonable efforts to minimize any such disruption. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Verizon Selling Shareholders and Vodafone Partnership and/or the Partnership Subsidiaries shall not be required to cause the Company to furnish (A) provide any information pursuant to this Section 7.1 if or access that the Company Partnership reasonably believes that not furnishing such information is reasonably necessary to comply with could violate applicable lawLaw, preserve 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 and/or prevent a breach of or default under any Contract to which the Company (B) conduct, or permit Parent, Merger Subs or any of its Subsidiaries is a party. Neither the Verizon Selling Shareholders nor Vodafone makes their respective Representatives to conduct, any Phase II investigation or shall make any representation or warranty with respect 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 made available relating to the sale process, bids received from Parent, Merger Subs and other Persons in connection with the transactions contemplated by this Agreement that are in the possession of the Partnership or furnished pursuant any of the Partnership Subsidiaries as of the date hereof and through the Closing will be transferred to this Section 7.1 the Sellers’ Representative prior to or as of the Closing and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 Sellers’ Representative shall not constitute the basis for be required to grant access to such documents, materials and other information to Parent, Merger Subs or any claim of breach of their respective Affiliates at 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 agentstime.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on at the earlier of (i) the Closing Date and (ii) the date on which termination of this Agreement is terminated pursuant to Section 9.18.1 [(Termination)], except as prohibited by applicable Law, the Verizon Selling Shareholders Company shall, and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its SubsidiariesSubsidiaries to, upon reasonable noticeprior notice and during regular business hours, to afford the Purchasers Purchaser and their employees, counsel, accountants, financial advisors, consultants and other authorized representatives, its Representatives reasonable access during normal business hours to the officersRepresentatives, directors, employees, accountants, material properties, books and records of the Company and its Subsidiaries. The Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company to furnish Subsidiaries to the Purchasers all information concerning its or its Subsidiaries' business, extent reasonably necessary for Purchaser to familiarize itself with such properties and personnel as the Purchasers may reasonably requestother matters; provided provided, that (x) such investigation and assistance access shall not unreasonably disrupt the operations of the Company or its Subsidiaries and Purchaser shall use its commercially reasonable efforts to minimize any such disruption, (y) such access shall be in compliance with, and subject to, all applicable safety requirements of Seller, the Company, and the Company Subsidiaries, 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 foregoingcontrary contained in this Agreement, the Verizon Selling Shareholders and Vodafone Company and/or the Company Subsidiaries shall not be required to cause (A) provide any information or access that the Company to furnish reasonably believes could violate applicable Law, including Antitrust Laws and data protection Laws, rules or regulations or the terms of any information pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with applicable law, preserve confidentiality obligation or cause forfeiture of attorney-client privilege and/or prevent a breach (provided, that in the event that the restrictions in this clause (A) apply, the Company shall notify Purchaser of or default under any Contract such restrictions and the request to which they apply and thereafter, the Company shall use commercially reasonable efforts to provide or cause to be provided to Purchaser such access or information in a manner that would not be reasonably likely, in the 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 its their respective Subsidiaries is a partyas 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. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make any representation or warranty with respect Prior to any information made available entry upon or furnished physical inspection of any location pursuant to this Section 7.1 6.1, Purchaser shall execute and deliver to the Purchasers hereby agree that Company an access and indemnity agreement in a commercially reasonable form to be provided by the information made available or furnished pursuant Company promptly after the date hereof and shall provide evidence of liability insurance coverage reasonably acceptable to this Section 7.1 shall not constitute the basis 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 agentsCompany.

Access to Information Concerning Properties and Records. (a) During the period commencing on the date hereof and ending on at the earlier of (i) the Closing Date and (ii) the date on which termination of this Agreement is terminated pursuant to Section 9.18.1 (Termination), except as prohibited by applicable Law or Order, the Verizon Selling Shareholders Company shall, and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its SubsidiariesSubsidiaries to, upon reasonable noticeprior notice and during regular business hours, to afford Purchaser, its Representatives and the Purchasers and their employees, counsel, accountants, financial advisors, consultants and other authorized representatives, Debt Financing Sources (or potential Debt Financing Sources) reasonable access during normal business hours to the officersRepresentatives, directors, employees, accountants, propertiesproperties (subject to Purchaser’s execution of a customary access indemnity agreement reasonably satisfactory to the Company), books and records of the Company and its Subsidiaries. The Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company Subsidiaries (including any Returns or portions thereof with respect to the Company and Company Subsidiaries) to the extent reasonably necessary for Purchaser to familiarize itself with such matters and consummate the transactions contemplated by this Agreement and, during such period, the Company shall furnish to the Purchasers Purchaser all financial and operating data and other information concerning its or its the Company’s and the Company Subsidiaries' ’ business, properties and personnel as the Purchasers Purchaser may reasonably request; provided provided, that (1) such investigation and assistance access shall not unreasonably disrupt the operations of the Company or the Company Subsidiaries, (2) Purchaser shall use its commercially reasonable efforts to minimize any such disruption, (3) such access shall be in compliance with, and subject to, all applicable safety requirements of Seller, the Company or the Company Subsidiaries, 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 foregoingcontrary contained in this Section 6.1(a) of this Agreement, the Verizon Selling Shareholders and Vodafone Company and/or the Company Subsidiaries shall not be required to cause the Company to furnish (A) provide any information pursuant or access that would reasonably be expected to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with violate applicable lawLaw, preserve including Antitrust Laws and data protection Laws, rules or regulations or cause forfeiture of attorney-client privilege and/or prevent a breach of or default under any Contract to which (provided that in the event that the restrictions in this clause (A) apply, the Company shall provide, or cause to be provided, to Purchaser a reasonably detailed description of the 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 information without resulting in any violation of its Subsidiaries is a party. Neither the Verizon Selling Shareholders nor Vodafone makes applicable Law or shall make any representation or warranty with respect to forfeiture of privilege), (B) provide any information made available or furnished pursuant relating to this Section 7.1 and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis 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.70

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 earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.18.1, the Verizon Selling Shareholders Sellers shall, and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its Subsidiariesthe Company Subsidiaries to, upon reasonable noticenotice to Sellers’ Representative, to afford the Purchasers Purchaser and their employees, counsel, accountants, financial advisors, consultants and other authorized representativesits Representatives, reasonable access during normal business hours to the officersRepresentatives, directors, employees, accountantsauditors, properties, books and records of the Company and its Subsidiaries. The Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company Subsidiaries and, during such period, Sellers shall furnish promptly to furnish to the Purchasers Purchaser all information concerning its or its Subsidiaries' businessthe Business, properties and personnel as the Purchasers Purchaser may reasonably request; provided 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 investigation and assistance access shall not unreasonably disrupt the operations of the Company or its any of the Company Subsidiaries. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Verizon Selling Shareholders and Vodafone shall not be required to cause the Company to furnish any information pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with applicable lawnone of Sellers, preserve attorney-client privilege and/or prevent a breach of or default under any Contract to which 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 is a party. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make and/or any representation or warranty with respect to any information made available or furnished pursuant to Mexico Subsidiaries, provided, however, that in all other respects Purchaser may continue its environmental due diligence based upon documents provided under this Section 7.1 and the Purchasers hereby agree that the information made available 6.1(a) or furnished pursuant to this Section 7.1 shall not constitute the basis 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 agentswhich are otherwise publicly available.

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 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 9.1Closing Date, the Verizon Selling Shareholders Seller shall, and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its SubsidiariesSubsidiaries to, upon reasonable noticeprior notice and during regular business hours, to afford the Purchasers Purchaser and their employees, counsel, accountants, financial advisors, consultants and other authorized representatives, its Representatives reasonable access during normal business hours to the officers, directors, employees, accountantspersonnel, properties, books and records of the Company Seller and its Subsidiaries. The Verizon Selling Shareholders Subsidiaries relating to the Terminal Operations, the Purchased Assets and Vodafone the Assumed Liabilities to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties (including for purposes of performing American Land Title Association surveys of the Owned Real Property) and other matters and, during such period, Seller shall use their commercially reasonable efforts to cause the Company to furnish to the Purchasers Purchaser all financial and operating data and other information concerning its or its Subsidiaries' business, properties and personnel the Terminal Operations as the Purchasers Purchaser may reasonably request; provided provided, that Seller may restrict the foregoing access to the extent that in the reasonable judgment of Seller, any applicable Law requires it to restrict such access; and provided, further, that such investigation and assistance access shall not unreasonably disrupt the operations of the Company Seller or any of its Subsidiaries. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Verizon Selling Shareholders and Vodafone neither Seller nor any of its Subsidiaries shall not be required to (x) provide any information or access that Seller reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the Company to furnish any information pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with applicable lawwaiver of attorney/client or similar privilege or (y) conduct, preserve attorney-client privilege and/or prevent a breach of or default under any Contract to which the Company permit Purchaser or any of its Subsidiaries is a party. Neither Representatives, without the Verizon Selling Shareholders nor Vodafone makes express written permission of Seller, to conduct any Phase II investigation or shall make any representation other environmental air, soil, surface water or warranty with respect groundwater investigation, sampling or analysis on or relating to any information made available real property owned by or furnished pursuant leased to this Section 7.1 and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis 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 Seller and/or its Affiliates or Vodafone's or its Affiliates' respective officers, directors, representatives or agentsSubsidiaries.

Access to Information Concerning Properties and Records. During (a) Sellers and the period commencing on Company, after the date hereof through Closing Date, shall, and ending on shall cause the earlier of Subject Companies to: (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.1, the Verizon Selling Shareholders and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its Subsidiaries, upon reasonable noticeprovide, to afford the Purchasers Purchaser and their employeesits Affiliates and Representatives access, counselas reasonably requested by Purchaser, accountants, financial advisors, consultants and other authorized representatives, reasonable access during normal business hours to the officers, directors, employees, accountantsoffices, properties, books and records of the Company 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. The Verizon Selling Shareholders Affiliates and Vodafone shall use their commercially reasonable efforts to cause the Company to furnish Representatives such financial and operating data and other information relating to the Purchasers all information concerning its or its Subsidiaries' business, properties and personnel Subject Companies as the Purchasers such Persons may reasonably request; provided provided, that, Purchaser will not have access to (A) individual performance or evaluation records; (B) information that is subject to attorney-client privilege or other privilege; or (C) information that, in the reasonable opinion of Sellers or the Subject Companies, would (1) result in a breach of confidentiality obligations to which Sellers or the Subject Companies are bound or (2) result in a violation of applicable Laws, including Antitrust Laws; and provided, further, (3) that such investigation and assistance access shall not unreasonably disrupt the operations of the Company or its SubsidiariesSubject Companies. Notwithstanding the foregoing, the Verizon Selling Shareholders Sellers and Vodafone shall not be required to cause the Company shall cooperate in good faith with Purchaser to furnish identify and implement alternative means for Purchaser to be granted access to any employees, offices, properties, books and records, data or information to which Purchaser are not granted access pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary 5.1 due to comply with limitations under applicable lawLaw, preserve attorney-client privilege and/or prevent or other privilege or the terms of any confidentiality or similar agreements, including, for example and without limitation, entering into a breach 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 extent permitted by applicable Law, to summarize for its client, or default under any Contract use of a “clean room” environment for analysis and review of information accessible to which 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 any other privilege, as the case may be. No investigation 37 by Purchaser of its Subsidiaries is a party. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make any representation or warranty with respect to any other information made available or furnished pursuant to this Section 7.1 and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis 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 received by Purchaser or its Affiliates or Vodafone's Representatives shall operate as a waiver or its Affiliates' respective officersotherwise affect any representation, directors, representatives warranty or agentsagreement 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 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 9.1Closing Date, the Verizon Selling Shareholders Seller shall, and Vodafone shall use their commercially reasonable efforts to cause the Company and each of its SubsidiariesSubsidiaries to, upon reasonable noticeprior notice and during regular business hours, to afford the Purchasers Purchaser and their employees, counsel, accountants, financial advisors, consultants and other authorized representatives, its Representatives reasonable access during normal business hours to the officers, directors, employees, accountantspersonnel, properties, books and records of the Company Seller and its Subsidiaries. The Verizon Selling Shareholders Subsidiaries relating to the Terminal Operations, the Purchased Assets and Vodafone the Assumed Liabilities to the extent Purchaser reasonably believes necessary or advisable to familiarize itself with such properties (including for purposes of 42 performing American Land Title Association surveys of the Owned Real Property) and other matters and, during such period, Seller shall use their commercially reasonable efforts to cause the Company to furnish to the Purchasers Purchaser all financial and operating data and other information concerning its or its Subsidiaries' business, properties and personnel the Terminal Operations as the Purchasers Purchaser may reasonably request; provided provided, that Seller may restrict the foregoing access to the extent that in the reasonable judgment of Seller, any applicable Law requires it to restrict such access; and provided, further, that such investigation and assistance access shall not unreasonably disrupt the operations of the Company Seller or any of its Subsidiaries. Notwithstanding anything to the foregoingcontrary contained in this Agreement, the Verizon Selling Shareholders and Vodafone neither Seller nor any of its Subsidiaries shall not be required to (x) provide any information or access that Seller reasonably believes could violate applicable Law, including Antitrust Laws, rules or regulations or the terms of any Contract or cause the Company to furnish any information pursuant to this Section 7.1 if the Company believes that not furnishing such information is reasonably necessary to comply with applicable lawwaiver of attorney/client or similar privilege or (y) conduct, preserve attorney-client privilege and/or prevent a breach of or default under any Contract to which the Company permit Purchaser or any of its Subsidiaries is a party. Neither Representatives, without the Verizon Selling Shareholders nor Vodafone makes express written permission of Seller, to conduct any Phase II investigation or shall make any representation other environmental air, soil, surface water or warranty with respect groundwater investigation, sampling or analysis on or relating to any information made available real property owned by or furnished pursuant leased to this Section 7.1 and the Purchasers hereby agree that the information made available or furnished pursuant to this Section 7.1 shall not constitute the basis 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 Seller and/or its Affiliates or Vodafone's or its Affiliates' respective officers, directors, representatives or agentsSubsidiaries.

Access to Information Concerning Properties and Records. CONFIDENTIALITY. During the period commencing on the date hereof and ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.1Date, the Verizon Selling Shareholders Seller shall and Vodafone shall use their commercially reasonable efforts to cause the Company Companies and each of its Subsidiariesthe Subsidiaries to, upon reasonable noticerequest, afford to afford the Purchasers and their employeesBuyer, its counsel, accountants, financial advisorsengineers, consultants appraisers and other authorized representatives, representatives and its lenders reasonable access during normal business hours to the officers, directors, employees, accountants, properties, books equipment, books, accounts, contracts, documents and records of the Company Companies, the Subsidiaries and its Subsidiaries. The Verizon Selling Shareholders the Stations, their businesses and Vodafone shall use their commercially reasonable efforts to cause the Company to furnish properties, to the Purchasers all information concerning its extent that doing so does not materially disrupt or its Subsidiaries' business, properties and personnel as the Purchasers may reasonably request; provided that such investigation and assistance shall not unreasonably disrupt interfere with the operations of the Company Stations, and the Companies shall, within a reasonable period of time, furnish or cause to be furnished to the Buyer and its Subsidiariesrepresentatives all existing data and information concerning the business and properties of the Stations as the Buyer may reasonably request. Notwithstanding Without limiting the generality of the foregoing, the Verizon Selling Shareholders Buyer shall be given such access to the financial records of the Companies as is necessary for the Buyer to satisfy itself as to the form and Vodafone 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 required unreasonably withheld or delayed. Prior to cause 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 to furnish any information pursuant to this Section 7.1 if the Company believes that not 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 is a party. Neither the Verizon Selling Shareholders nor Vodafone makes or shall make any representation or warranty with respect to any information made available or furnished pursuant to this Section 7.1 and the Purchasers hereby agree that Subsidiary has an account or safe deposit or lock box, the information made available account or furnished pursuant box number, as the case may be, and the name of every person authorized to this draw thereon or having access thereto. Subject to Section 7.1 5.4(c), the Buyer shall not constitute the basis for any claim of breach of any representationkeep, 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 shall cause its agents, or of Vodafone or its Affiliates or Vodafone's or its Affiliates' respective officersattorneys, directorsemployees and representatives to keep, representatives or agents.confidential all information obtained by