Common use of Access to Information; Confidentiality; Public Announcements Clause in Contracts

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE X, the Company shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the Company Subsidiaries as the Buyer, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Company; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company and the Company Subsidiaries and the Buyer shall not conduct any invasive sampling or testing with respect to the Real Property. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24, 2007, by and between the Company and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the this Agreement in accordance with ARTICLE XArticle 10, the Company shall (i) give the Buyer Parent and its authorized representatives Representatives reasonable access during normal business hours to (and the right to inspect) all books, records, Contracts, offices and other facilities facilities, properties and properties data of the Company and the Company Subsidiaries as the Buyer, Parent or its authorized representatives, Representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access and inspection shall be conducted in a manner not to materially unreasonably interfere with the businesses business or operations of the Company; and (ii) furnish Parent and its Representatives with such financial, operating and other data and information relating to the Company that Parent may reasonably request (including monthly and quarterly financial statements for periods following the date of the Unaudited Balance Sheet). Parent shall have the right, but not the obligation, to perform non-intrusive Phase I environmental investigations and compliance audits of any Real Property from the date hereof through Closing. If, after the completion of this initial investigation and audit, Parent wishes to perform sampling, testing or assessment activities of any Real Property that are intrusive in nature, Parent shall first obtain the Company’s prior consent (which consent shall not be unreasonably withheld, conditioned, delayed, or denied). Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to provide such access or disclose any information to Parent or its Representatives, if doing so would, based on the advice of the Company’s outside counsel, (A) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (B) violate any agreement or Law to which the Company is a party or to which the Company is subject (provided that, in either such case, the Company and the Company Subsidiaries and the Buyer Parent shall not conduct cooperate in seeking alternative means whereby such information may be disclosed to Parent without jeopardizing any invasive sampling such privilege or testing with respect to the Real Propertyviolating any such agreement or Law). (b) Any information provided to or obtained by the Buyer Parent or its authorized representatives Representatives pursuant to paragraph (aSection 6.3(a) above shall be constitute “Evaluation MaterialsMaterial” (herein referred to as “Evaluation MaterialConfidential Information”) as defined in the Confidentiality Agreement, dated January 24as of May 6, 20072019, executed by an Affiliate of Parent and between the Company and the Buyer delivered to Xxxxx (the “Confidentiality Agreement”), and shall be held by the Buyer Parent in accordance with and be subject to the terms of the Confidentiality Agreement, provided, however, that no such information shall constitute Confidential Information to the extent it is excluded from the definition of “Evaluation Material” in the Confidentiality Agreement (including under Section 2(b) of the Confidentiality Agreement). Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer Parent shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material Confidential Information and the non-soliciting and non-hiring of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing DateCompany. (c) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretohereto (which consent shall not be unreasonably withheld, conditioned, delayed, or denied); provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel (including in-house counsel) required by lawLaw or stock exchange requirements, in which case the party making such determination will, if practicable in the circumstances, use reasonable commercial efforts to allow the other parties party reasonable time to comment on such release or announcement in advance of its issuance. (d) For a period of three (3) years following the Closing, to the extent permitted by applicable Law, Parent agrees to provide (or cause its Affiliates to provide) the Shareholders’ Representative with reasonable access, at reasonable times during normal business hours and upon reasonable advance notice, and in a manner so as not to interfere unreasonably with the business operations of Parent or the Surviving Corporation, to such books and records and other documents in the possession of Parent or the Surviving Corporation that relate to periods prior to the Closing or a Straddle Period to the extent that such access is reasonably required by the Shareholders’ Representative, on behalf of itself or any Shareholder or any of their respective Affiliates to (i) defend, prosecute, appeal or cooperate with any judicial, arbitral or regulatory proceeding, audit or investigation to which the Shareholders’ Representative, any Shareholder, or any of their respective Affiliates is a party and which relates to the Company or its Affiliates or otherwise to the business and affairs of the Company or its Affiliates prior to the Closing, (ii) to prepare financial statements or regulatory filings of the Shareholders’ Representative, any Shareholder, or any of their respective Affiliates in respect of periods ending on or prior to the Closing Date, (iii) to comply with the terms of this Agreement, any Transaction Document, any applicable Law or request of any Governmental Authority, (iv) in connection with the determinations in accordance with Section 3.3, or (v) relating the preparation or amendment of any Tax Returns or claims for refund. Parent agrees to (or cause its Affiliates to) retain and preserve all books and records and all other documents that it or they acquire pursuant to this Agreement, in compliance with all applicable Law, for at least six (6) years following the Closing Date.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XArticle IX, except as otherwise prohibited by applicable Law or the terms of any Contract entered into prior to the date hereof to which the Company or any Company Subsidiary or the Parent is a party or as would be reasonably expected to violate the attorney-client privilege, work product doctrine, self-audit privilege or the similar privilege of the Company or any Company Subsidiary or the Parent (it being agreed that the parties shall use their reasonable efforts to cause such information to be provided in a manner that does not cause such violation or prohibition) and, subject to applicable laws relating to the exchange of information and the preservation of any applicable attorney-client privilege, work-product doctrine, self-audit privilege or other similar privilege, each party shall give the Buyer other party and its authorized representatives reasonable access during normal business hours to all of its books, records, offices and other facilities and properties of the Company and the Company Subsidiaries as the Buyersuch other party, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyparty; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company party and the Company Subsidiaries and the Buyer no party shall not conduct any invasive sampling or testing with respect to the Real Propertyreal property of the other party. (b) Any information provided to or obtained by the Buyer Parent or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Mutual Nondisclosure Confidentiality Agreement, dated January 2421, 20072008, by and between the Company WF Holdings and the Buyer Parent (the “Confidentiality Agreement”), and shall be held by the Buyer Parent in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer Parent shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) No party will issue or cause Each of the publication Parent and the Company agrees to consult and obtain the approval of the other before issuing any press release or other public announcement with respect to this Agreement or concerning the transactions contemplated hereby without the prior written consent of the other parties hereto; providedhereby, however, that nothing herein will prohibit any party from issuing and shall not issue or causing publication of cause to be issued any such press release prior to such consultation and approval except as such release or public announcement to the extent that such disclosure is upon advice of counsel may be required by lawLaw or the rules or regulations of any applicable United States securities exchange, in which case the party making such determination will, if practicable in required to make the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement shall use its reasonable best efforts to consult in advance of its issuancegood faith with the other party and attempt to agree upon mutually satisfactory text before issuing any such press release or making any such public announcement.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the this Agreement in accordance with ARTICLE XArticle 10, the Company shall give the Buyer and its Merger Sub and their respective authorized representatives Representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the each Company Subsidiaries Subsidiary as the Buyer, Merger Sub or its any of their respective authorized representatives, Representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially unreasonably interfere with the businesses Business or operations of the Company and the Company Subsidiaries and none of the Buyer shall not nor any of its Affiliates shall, directly or indirectly, conduct or cause any invasive sampling or testing with respect to the Real PropertyProperty or any other property of the Company or the Company Subsidiaries without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to disclose any information to the Buyer, Merger Sub or any of their respective authorized Representatives, if doing so could (i) violate any agreement or Law to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary is subject or (ii) result in the waiver of any legal privilege or work product protection of the Company or any Company Subsidiary; provided that the Company shall use commercially reasonable efforts to disclose such information in a manner as not to violate such agreement, Law, privilege or protection; and provided further that the Company shall not be required to disclose to the Buyer, Merger Sub or any of their respective authorized Representatives, any information related to the sale of the Company and the Company Subsidiaries, including valuations and materials related to the negotiation of this Agreement. The Buyer shall indemnify and hold harmless the Company and the Company Subsidiaries for any Losses actually incurred by the Company or its Subsidiaries to the extent that are directly caused by any negligent act or omission of the Buyer, Merger Sub or their officers and other authorized Representatives in connection with any such investigation conducted by the Buyer, Merger Sub or their officers and other authorized Representatives pursuant to this Section 7.3(a). (b) It is agreed that, except in the ordinary course of business consistent with past practice, during the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, neither the Buyer nor any of its Affiliates shall contact any of the employees, customers or suppliers of the Company or the Company Subsidiaries, whether in person or by telephone, mail or other means of communication, with respect to the transactions contemplated hereby, the Company, the Company Subsidiaries or their respective businesses without the specific authorization of the Company (which shall not be unreasonably withheld, conditioned or delayed). (c) Any information provided to or obtained by the Buyer Buyer, Merger Sub, or its any of their authorized representatives Representatives pursuant to paragraph paragraphs (a) or (b) above shall be constitute “Evaluation MaterialsConfidential Information” (herein referred subject to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24as of March 8, 20072024, by and between the Company and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer Buyer, Merger Sub, and their respective Representatives in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer and Merger Sub shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (cd) No Each of the Buyer and the Surviving Company acknowledges and agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records (including Tax records) in respect of the Company and the Company Subsidiaries in the possession of the Buyer or its Affiliates as of the Closing for the longer of (i) any applicable statute of limitations and (ii) a period of seven (7) years from the Closing Date. Each of the Buyer and the Surviving Company shall, upon reasonable notice, subject to any applicable privilege (including, the attorney-client privilege), give the Securityholder Representative and its authorized Representatives access during normal business hours to examine, inspect and copy such books and records for any legitimate purpose in connection with this Agreement (including such matters as are described in Section 7.16(b)); provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the businesses or operations of the Surviving Company and its Subsidiaries; provided further that (A) neither the Surviving Company nor its Subsidiaries shall be required to disclose any information to the Securityholder Representative and its Representatives, if doing so could (y) violate any agreement or Law to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary is subject or (z) result in the waiver of any legal privilege or work product protection of the Company or any Company Subsidiary and (B) the Securityholder Representative and its authorized Representatives shall treat and hold as confidential all information provided or made available by or on behalf of the Buyer, the Company or any Company Subsidiary, or their respective Representatives, pursuant to this Section 7.3(d), and not disclose and refrain from using any such information except as expressly permitted under this Section 7.3(d). Notwithstanding the foregoing or Section 7.3(e), the Securityholder Representative may disclose information in the administration of its duties hereunder to the Securityholder Representative Group or to another Person, provided that such Person is subject to confidentiality restrictions no less restrictive than those set forth in the Confidentiality Agreement; provided, however, that nothing in this sentence shall impose any obligations on the Securityholder Representative with respect to the Securityholder Representative’s disclosure of information to the Surviving Company (or its Affiliates) or their respective members, managers, directors, officers, contractors, agents and employees. (e) Neither the Securityholder Representative or the Company, on the one hand, nor the Buyer or Merger Sub, on the other hand, will issue or cause the publication of any press release release, materials filed with or furnished to the SEC or any stock exchange, or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretoBuyer or the Securityholder Representative, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein will prohibit any party Party from issuing or causing publication of any such press release release, materials filed with or furnished to the SEC or any stock exchange, or public announcement to the extent that such disclosure is upon advice of counsel required by lawLaw, in which case the party Party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the Buyer, on the one hand, or the Securityholder Representative and the Company, on the other parties hand, as applicable, reasonable time to comment on such release release, materials or announcement in advance of its issuance; provided further that the foregoing shall not restrict disclosures of information made by or on behalf of the Buyer, or their respective Affiliates or successors, on the one hand, to their respective direct and indirect Affiliates, actual and potential investors, actual and potential financing sources, counsel, accountants, consultants and other advisors, on the other hand (so long as, in each case, such disclosure has a valid business purpose and is effected in a manner consistent with customary practices (including with respect to confidentiality)).

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XArticle 10, the Company shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the each Company Subsidiaries Subsidiary as the Buyer, or its authorized representatives, representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses business or operations of the Company and the Company Subsidiaries and the Buyer shall not conduct any invasive sampling or testing with respect to the Leased Real Property. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to disclose any information to the Buyer, or its authorized representatives, if doing so could violate any Law to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary are subject. The Seller shall provide to the Buyer, as soon as reasonably practicable after such information becomes available, any monthly financial reports prepared by the Company and/or the Company Subsidiaries. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation MaterialsInformation” (herein referred to as “Evaluation MaterialInformation”) as defined in the Confidentiality Agreement, dated January as of February 24, 20072014, by and between the Company Seller and the Buyer Xxxxxx X. Xxxxxxxxx & Co. (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material Information and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. On or before the Closing, the Seller shall assign to the Buyer each Other Confidentiality Agreement unless an assignment would violate the terms of such Other Confidentiality Agreement. The Seller shall cause its Representatives to direct each party to an Other Confidentiality Agreement to return or destroy the confidential information received under such Other Confidentiality Agreement in accordance with the terms thereof. (c) No party hereto will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party hereto from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by lawLaw, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties hereto reasonable time to comment on such release or announcement in advance of its issuance; provided, further, that nothing herein shall prevent the Company and the Company Subsidiaries from communicating with their respective employees with respect to this Agreement or the transactions contemplated hereby.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XArticle 9, the Company Sellers shall give the Buyer and its authorized representatives Representatives reasonable access during normal business hours to (x) all books, records, offices and other facilities and properties of the each Business Company and each Business JV (in the Company Subsidiaries as case of the BuyerBusiness JVs, solely to the extent the Sellers have, or have the right to, such books, records, offices and other facilities and properties) and (y) personnel and employment records of Continuing Employees, in each case, as Buyer and its authorized representatives, Representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses Business or operations of the Company Business Companies or the Business JVs and the Company Subsidiaries and the none of Buyer shall not nor any of its Affiliates shall, directly or indirectly, conduct or cause any subsurface or invasive sampling or testing of the Environment at the Real Property. Notwithstanding anything to the contrary in this Agreement, none of the Sellers, the Business Companies or the Business JVs shall be required to disclose any information to Buyer, or its authorized Representatives, if doing so would (i) in the Sellers’ reasonable judgment, violate any Law to which any Seller, Business Company or Business JV is a party or to which any Seller, Business Company or Business JV is subject or (ii) result in the waiver of any legal privilege or work product protection of the Business Companies, the Business JVs or the Sellers; provided, however, that if any such access is not provided in reliance on this sentence, the Sellers shall provide Buyer with notice thereof and shall use commercially reasonable efforts to provide such disclosure in a manner which would not violate any such Law or result in the waiver of any such privilege or protection. (b) It is agreed that, during the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 9, neither Buyer nor any of its Affiliates shall contact any of the employees, customers or suppliers of the Business Companies or the Business JVs, whether in person or by telephone, mail or other means of communication, with respect to the Real Propertytransactions contemplated by this Agreement, the Business, the Business Companies or the Business JVs or their business without the prior written consent of the Sellers (which consent shall not be unreasonably withheld, conditioned or delayed). (bc) Any information provided to or obtained by the Buyer or its authorized representatives Representatives pursuant to paragraph paragraphs (a) or (b) above shall be “Evaluation MaterialsMaterial” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Non-Disclosure Agreement, dated January 24as of December 7, 20072020, by and between the Company Lehigh Xxxxxx, Inc., on behalf of itself and the Sellers, and Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material in accordance with the terms thereof and the non-soliciting of employees of the Company solicitation and the Company Subsidiariesno hire terms therein. The Confidentiality Agreement shall terminate on the Closing DateDate to the extent the Evaluation Material relates to the Business, the Business Companies and the Business JVs; provided, however, that the terms and provisions of the Confidentiality Agreement that bind Buyer or its Affiliates with respect to any Evaluation Material that does not relate to the Business, the Business Companies or the Business JVs shall survive the Closing. Within two Business Days after the date hereof, the Sellers shall request each counterparty (other than Buyer or any of its Affiliates) to a confidentiality agreement to which a Seller or any of its Affiliates is a party that was entered into with a potential purchaser of the Business or the JV Interests (or a material portion thereof) (a “Sale Process NDA”) to, and to cause such Person’s applicable Representatives to, promptly return or destroy all confidential information provided thereunder to the extent required by such Sale Process NDAs. Prior to the termination of this Agreement, without Buyer’s prior written consent, the Sellers shall not release any third party from, or waive, amend or modify any provision of, any Sale Process NDA. From and after the Closing, to the extent such Sale Process NDAs are not assigned to a Business Company prior to Closing, the Sellers agree to use, or cause their Affiliates to use, their commercially reasonable efforts to enforce their rights under any Sale Process NDA for the benefit of Buyer, as Buyer reasonably requests in writing, at the sole cost and expense of Buyer. (cd) Buyer acknowledges and agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records (in whatever form or medium, including electronic copies) and financial and operational data (including Tax records) in respect of the Business Companies and the Business JVs relating to the period prior to the Closing in the possession of Buyer or its Affiliates (the “Books, Records and Data”) for a period of six (6) years from the Closing Date. In order to facilitate the resolution of any claims made against or incurred by the Sellers relating to the Business, any of the Business Companies or the Business JVs (other than adversary proceedings with Buyer or its Affiliates) and for purposes of compliance with securities, environmental, employment, Tax and other Laws and applicable stock exchange regulations, Buyer shall, upon reasonable notice, give the Sellers, their Affiliates and their respective authorized Representatives reasonable access (including the right to make, at the Sellers’ expense, copies) during normal business hours to examine, inspect and copy the Books, Records and Data; provided, however, that any such access shall be conducted in a manner not to interfere with the businesses or operations of the Business Companies or the Business JVs. Notwithstanding anything to the contrary in this Agreement, Buyer shall not be required to disclose any information to Sellers, their Affiliates or their respective authorized Representatives, if doing so would (i) in Buyer’s reasonable judgment, violate any Law to which Buyer or any Business Company or Business JV is a party or to which Buyer or any Business Company or Business JV is subject or (ii) result in the waiver of any legal privilege or work product protection of the Business Companies, the Business JVs or Buyer; provided, however, that if any such access is not provided in reliance on this sentence, Buyer shall provide the Sellers with notice thereof and shall use commercially reasonable efforts to provide such disclosure in a manner which would not violate any such Law or result in the waiver of any such privilege or protection. If Buyer or any of its Affiliates (including the Business Companies and the Business JVs (to the extent in Buyer’s control) after the Closing) wishes to destroy the Books, Records and Data after the time specified above, Buyer shall first give 30 days’ prior written notice to the Sellers, and the Sellers shall have the right at their option and expense, upon prior written notice given to Buyer within that 30-day period, to take possession of the Books, Records and Data within 30 days after the date of the Sellers’ notice to Buyer. (e) No party will issue or cause the publication of any press release release, statement, report or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release release, statement, report or public announcement to the extent that (i) such disclosure is upon advice of counsel required by lawLaw or the rules and regulations of any securities exchange, in which case the party making such determination will, if reasonably practicable in the circumstances, use reasonable efforts to allow the other parties party reasonable time to comment on such release or announcement in advance of its issuanceissuance or publication or (ii) the information therein has been previously announced or made available in accordance with the terms of this Agreement. Notwithstanding the foregoing, the parties shall issue a joint press release in connection with the consummation of the transactions contemplated hereby on the Closing Date in form and substance mutually satisfactory to the parties.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the this Agreement in accordance with ARTICLE XArticle 9, the Company shall give the Buyer Parent and its authorized representatives Representatives, reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company Group as Parent and the Company Subsidiaries as the Buyer, or its authorized representatives, Representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that (i) any such access shall be subject to the Company Group’s reasonable security measures and insurance requirements and conducted in a manner not to materially unreasonably interfere with the businesses or operations of the Company Group, (ii) Parent and its Representatives shall not contact or otherwise communicate with the employees, customers or suppliers of the Company Subsidiaries Group in connection with the transactions contemplated hereby unless (x) approved in writing in advance by the Company, (y) such contact is in the ordinary course of Parent’s business consistent with past practice and unrelated to the Buyer transaction contemplated hereby, or (z) such contact is with the employees of the Company Group listed on Section 6.2(a) of the Disclosure Letter and relates to post-closing integration, transitional or employment matters, (iii) the Company shall not be required to disclose any information to Parent or its authorized Representatives if doing so would violate the confidentiality provisions under any Contract to which any member of the Company Group is a party or to which any member of the Company Group is subject, (iv) Parent and its authorized Representatives shall not conduct any invasive sampling of the Environment or testing building materials at any such facilities or properties, and (v) nothing herein shall require the Company to furnish to Parent or provide Parent with respect access to information that is subject to attorney-client privilege; provided, that in connection with the Real Propertyforegoing clauses (i) through (v), the Company shall use its reasonable best efforts to make alternative arrangements in order to provide such information or access if requested by Parent in a manner that would not unreasonably interfere with the operations of the Company Group or otherwise violate any Contract, duty or privilege of the Company Group (collectively the “Access and Assistance Limitations”). (b) Any confidential, non-public or proprietary information of the Company Group provided to or obtained by the Buyer Parent or its authorized representatives Representatives and their authorized Representatives pursuant to paragraph (a) above shall be “Evaluation MaterialsMaterial” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreementnon-disclosure agreement, dated January 24March 30, 20072021, by and between the Company and the Buyer AM Holdco, Inc. d/b/a Simplura Health Group (the “Confidentiality Agreement”), and shall be held by the Buyer Parent in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer Parent shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on automatically upon the Closing Dateoccurrence of the Effective Time. (c) No party will (and each party shall cause its Affiliates not to) issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretohereto and shall keep the terms of this Agreement and the other documents executed in connection herewith confidential; provided, however, that nothing herein will prohibit any party (or such Affiliate as the case may be) from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by lawLaw or the rules of any securities exchange to which such Person is subject, in which case the party (or such Affiliate, as the case may be) making such determination will, if practicable in the circumstances, use commercially reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance. For the avoidance of doubt, each party hereto may make announcements to their respective employees or other business relations that are not inconsistent in any material respects with the parties’ prior public disclosures regarding the transactions contemplated by this Agreement. Notwithstanding the foregoing, the restrictions set forth in this Section 6.2(c) shall cease to apply to Parent, its Affiliates and the Company Group upon and after the Closing. Notwithstanding anything herein to the contrary, following Closing, the Seller Representative shall be permitted to: (i) after the public announcement of the Merger, announce that it has been engaged to serve as the Seller Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof; and (ii) disclose information as required by law or to advisors and representatives of the Seller Representative and to the Merger Participants, in each case who have a need to know such information.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XXI, (x) the Company shall give the Buyer Parent and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the Company Subsidiaries as the BuyerParent, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Company; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company and the Company Subsidiaries and the Buyer Parent shall not conduct any invasive sampling or testing with respect to the Real Property, and (y) the Parent shall give the Company and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Parent and its Subsidiaries as the Company, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Parent; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Parent and its Subsidiaries and the Company shall not conduct any invasive sampling or testing with respect to the real property of the Parent or any of its Subsidiaries. (b) Any information provided to or obtained by either the Buyer Parent, the Company or its any of their authorized representatives pursuant to paragraph (aSection 8.2(a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24, 2007, by and between the Company and the Buyer (the “Confidentiality Agreement”)Confidential Information, and shall be held by the Buyer Parent and the Company in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer Parent and the Company shall each comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material Confidential Information and the non-soliciting of employees of the Company other party and the Company its Subsidiaries. The Confidentiality Agreement shall automatically terminate on the Closing Date. (c) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretoStockholders’ Representative and the Parent; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

Access to Information; Confidentiality; Public Announcements. (a) During Subject to the immediately following sentence, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the this Agreement in accordance with ARTICLE XArticle 8, the Company Sellers shall, and shall cause their Affiliates to give the Buyer and its authorized representatives Representatives reasonable access during normal business hours to (i) all books, records, contracts, data, files, offices and other facilities and properties in respect of the Company and the Company Subsidiaries Subsidiary as the Buyer, or its authorized representatives, Representatives may from time to time reasonably request from either and (ii) the Chief Executive Officer or Chief Financial Officer employees of the CompanyCompany and the Company Subsidiaries, upon reasonable prior notice and to the extent their assistance is reasonably necessary; provided, however, that the Buyer and its authorized Representatives shall use their commercially reasonable efforts to minimize any such access shall be conducted in a manner not disruption to materially interfere with the employees, businesses or operations of the Company and Company. Notwithstanding anything to the contrary in this Agreement, neither the Company Subsidiaries and nor any Company Subsidiary shall be required to disclose any information to the Buyer shall not conduct any invasive sampling Buyer, or testing its authorized Representatives, with respect to any Excluded Assets or Excluded Employees or if doing so could (i) violate any agreement or foreign, federal, state, provincial, municipal or local Law to which the Real PropertyCompany or any Company Subsidiary is a party or to which the Company or any Company Subsidiary is subject, (ii) result in the disclosure of competitively sensitive information regarding the Company or any Company Subsidiary or (iii) result in the waiver of any legal privilege or work product protection of the Company, any Company Subsidiary or the Sellers. (b) Any information provided to or obtained by the Buyer or its authorized representatives Representatives pursuant to paragraph (aSection 6.2(a) above shall be “Evaluation Materials” (herein referred subject to as “Evaluation Material”) as defined in the Confidentiality Mutual Nondisclosure Agreement, dated January 24as of February 17, 20072016, by and between the Company Parent and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) For a period of five (5) years from and after the Closing, each Seller shall not, and shall procure that its representatives, Affiliates and Affiliates’ representatives will not, directly or indirectly, without the prior written consent of the Buyer, disclose to a third party, any information involving or relating to the Company and the Company Subsidiaries; provided, that the information subject to this Section 6.2(c) will not include any information that (i) is or becomes generally available to the public other than as a result of a disclosure in violation hereof; (ii) is or becomes available to such person on a non-confidential basis from a source not known or reasonably believed to be prohibited by a contractual, legal, or fiduciary obligation to the Company or any Company Subsidiary from disclosing such information; (iii) is independently developed, conceived, or discovered; provided, further, that the provisions of this Section 6.2(c) will not prohibit any retention of copies of records or disclosure (A) required by any applicable Law so long as prior notice, when reasonably practicable, is given to the Buyer of such disclosure and a reasonable opportunity is afforded the Buyer to contest the same (it being agreed that the disclosure of financial or other information regarding the Company or any Company Subsidiary as required by Parent’s public reporting obligations, shall not require any prior notice or right of the Buyer to contest); provided that if, in the absence of a protective order, the Sellers or their respective Affiliates, is, based on the advice of counsel, compelled as a matter of Law to disclose such information, such Person may disclose only that part of the information as required to be disclosed or (B) made in connection with the defense of any claim or enforcement of any right or remedy relating to this Agreement or the transactions contemplated thereby. (d) No party will issue or cause the publication of any press release or other public announcement with respect to that discusses this Agreement or the transactions contemplated hereby in any material respect without first providing a copy of the prior written consent text of such release or announcement to the other parties heretohereto and allowing the other parties reasonable time to comment on such release or announcement in advance of its issuance and considering in good faith such comments; provided, however, that nothing herein will prohibit any party from (a) issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by lawapplicable Law, rule, regulation, order or otherwise of any Governmental Authority or stock exchange regulations, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuanceissuance and (b) making publications or other public announcement that are materially consistent with information previously publicly disclosed regarding this Agreement or the transactions contemplated hereby. (e) From and after the Closing Date, in connection with any required disclosure, required reporting to a Governmental Authority pursuant to applicable Law or to the extent necessary to comply with its obligations or exercise its rights under this Agreement, and solely with respect to the Company and the Company Subsidiaries, the Buyer shall, and shall cause its Affiliates (including, from and after the Closing, the Company and each Company Subsidiary) to give the Sellers and their authorized Representatives reasonable access, during normal business hours, to (i) the books, records, contracts, data, files, offices and other facilities and properties of the Buyer in respect of the Company and the Company Subsidiaries as the Sellers, or their authorized Representatives may from time to time reasonably request and (ii) the employees of the Buyer and its Subsidiaries in respect of the Company and the Company Subsidiaries to the extent their assistance, expertise, testimony, notes and recollections or presence is necessary to assist the Sellers and their Representatives in connection with inquiries for any of the purposes referred to above; provided, however, that the Sellers and their authorized Representatives shall use their commercially reasonable efforts to minimize any disruption to the businesses or operations of the Company. Notwithstanding anything to the contrary in this Agreement, after the Closing, neither the Buyer nor its Affiliates shall be required to disclose any information to the Sellers, or their authorized Representatives, if doing so could (i) violate any agreement or foreign, federal, state, provincial, municipal or local Law, rule or regulation to which the Buyer or its Affiliates is a party or to which the Buyer or its Affiliates is subject, (ii) result in the disclosure of competitively sensitive information regarding the Buyer or its Affiliates or (iii) result in the waiver of any legal privilege or work product protection of the Buyer or its Affiliates; provided, further, that no auditor or accountant of the Buyer or any of its Subsidiaries shall be obligated to make any work papers (to the extent) available to any person unless and until such person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditor or accountant; provided, further, that if the Sellers and their respective Affiliates, on the one hand, and the Buyer or its Subsidiaries, on the other hand, are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 6.2(e) shall be subject to applicable rules relating to discovery.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XArticle 10, the Company shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the each Company Subsidiaries Subsidiary as the Buyer, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially interfere unreasonably with the businesses or operations of the Company and the Company Subsidiaries Subsidiaries, and the Buyer shall not conduct any invasive sampling or testing with respect to the Real Property. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to disclose any information to the Buyer, or its authorized representatives, if doing so would violate any agreement or federal, state, provincial, municipal, local or foreign law, rule or regulation to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary are subject. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation MaterialsInformation” (herein referred to as “Evaluation MaterialInformation”) as defined in the Reciprocal Confidentiality Agreement, dated January 24as of June 9, 20072011, by and between Attends Healthcare Products, Inc., on behalf of the Company Company, and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material Information and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XArticle 10, the Company shall give the Buyer Purchaser and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the each Company Subsidiaries Subsidiary as the Buyer, or Purchaser and its authorized representatives, representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially unreasonably interfere with the businesses or operations of the Company and the Company Subsidiaries and, without the prior written consent of the Company, neither the Purchaser nor any of its Affiliates or Representatives shall, directly or indirectly, conduct any appraisals or environmental and engineering inspections of real property, or take and/or analyze any samples of any environmental media (including soil, groundwater, surface water, air or sediment) or any building material or perform any invasive testing procedure on any building or real property. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to provide such access or disclose any information to the Purchaser or its authorized representatives, if doing so could (i) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any Law to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary is subject; provided that, if requested by Purchaser, Seller and the Buyer Company shall not conduct any invasive sampling or testing reasonably cooperate to facilitate access to such information in a manner that preserves such privilege and/or complies with respect to the Real Propertysuch Law. (b) Any information provided to or obtained by the Buyer Purchaser or its authorized representatives pursuant to paragraph (aSection 7.3(a) above shall be “Evaluation Materials” (herein referred subject to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24as of May 15, 20072017, by and between the Company American Securities LLC and the Buyer Purchaser, as amended (the “Confidentiality Agreement”), and shall be held by the Buyer Purchaser in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer Purchaser shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material “Confidential Information” (as defined in the Confidentiality Agreement) and the non-soliciting and non-hiring of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that the parties hereto will agree on the initial press release announcing the execution of this Agreement prior to its public release and nothing herein will prohibit (i) any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable commercial efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance, (ii) Purchaser from disclosing this Agreement and the terms hereof (other than the Company Disclosure Letter) in its filings with the SEC (provided that, prior to the Closing, Seller will allow the Seller reasonable time to review and comment on such disclosure), or (iii) American Securities LLC and its Affiliates from communicating with the current or prospective limited partners of the investment funds managed by American Securities LLC and its Affiliates regarding this Agreement or the transactions contemplated hereby.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XArticle 10, the Company Companies shall give the Buyer and its authorized representatives Representatives reasonable access access, exclusively for purposes related to the transactions contemplated hereby (including for the purpose of preparing to own the Ownership Interests and operate the business of the Companies and the Fabri-Kal Subsidiaries after the Closing), during normal business hours to all books, records, offices and other facilities and properties of the Company Companies and the Company Fabri -Kal Subsidiaries, and shall make the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Companies and the Fabri-Kal Subsidiaries available to Buyer and their authorized Representatives, as the Buyer, Buyer or its authorized representatives, Representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially unreasonably interfere with the businesses or operations of the Company Companies and the Company Fabri-Kal Subsidiaries and the Buyer shall not conduct any invasive sampling or testing of building materials or the environment with respect to the Real Property. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24, 2007, by and between the Company and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreementany real property. Notwithstanding anything to the contrary hereinin this Agreement, the terms and provisions none of the Confidentiality Agreement Companies or any Fabri-Kal Subsidiary shall survive be required to disclose any information to Buyer, or its authorized Representatives, if doing so would (i) violate any agreement or any Law to which the termination of this Agreement in accordance with Companies or Fabri-Kal Subsidiary is a party or to which the terms therein. In the event of the termination of this Agreement for Companies or Fabri-Kal Subsidiary is subject or (ii) compromise any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretolegal privilege; provided, howeverthat if Buyer requests access to information that is subject to such restrictions, that nothing herein will prohibit any party from issuing Seller shall cause the applicable Company or causing publication of any Fabri-Kal Subsidiary to use its commercially reasonable efforts to (x) disclose such press release or public announcement information to the extent that such disclosure is upon advice of counsel required permissible by lawthe applicable restriction, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.and

Access to Information; Confidentiality; Public Announcements. (a) During the period from 5.4.1 From the date of this Agreement to hereof until the earlier of (i) the Closing Date Time and (ii) the termination of this Agreement, subject to compliance with applicable Law and the Agreement terms of any existing Contracts and provided that it would not unreasonably interfere with the business and affairs of Niobec or the Subsidiary or may result in accordance with ARTICLE Xa waiver of solicitor-client or other legal privilege, IAMGOLD shall, upon prior written notice, permit the Company shall give the Buyer Purchaser and its authorized officers, employees, agents and representatives reasonable access during normal regular business hours to all Niobec’s and the Subsidiary’s books, records, offices Contracts and, with XXXXXXX’s prior written consent (such consent not to be unreasonably withheld), facilities, including the Niobec Immovable Property, Niobec Mine and other facilities Niobec Property, and properties shall furnish the Purchaser and its officers, employees, agents and representatives with all data and information regarding Niobec and the Subsidiary as the Purchaser may reasonably request and shall allow the Purchaser to perform such assessments, investigations, audits and analysis as the Purchaser may reasonably wish to undertake. IAMGOLD shall provide the Purchaser and its officers, employees, agents and representatives with reasonable access to Xxxxxxxx Xxx-Xxxxx, Vice President and General Manager of Niobec, Xxxxxxx Xxxx, Vice President of Niobec or any officers, employees, agents or representatives of Niobec to which Xxxxxxxx Xxx-Xxxxx or Xxxxxxx Xxxx consent in writing (such consent not to be unreasonably withheld, conditioned or delayed). Except as expressly provided in the immediately preceding sentence, neither the Purchaser nor any of its officers, employees, agents or representatives shall have any written or oral communications with any of the Company and employees of Niobec or the Company Subsidiaries as the Buyer, or its authorized representatives, may Subsidiary without XXXXXXX’s prior written consent. The Purchaser will be entitled to nominate from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer a representative of the CompanyPurchaser acceptable to IAMGOLD, acting reasonably, solely to observe (and, for certainty, not to vote) at any and all in person meetings of the board of directors or other material board committees of Niobec; provided, however, provided that any such access observer shall be conducted in a manner not bound by obligations of confidentiality satisfactory to materially interfere with the businesses or operations of the Company and the Company Subsidiaries and the Buyer shall not conduct any invasive sampling or testing with respect to the Real Property. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality AgreementIAMGOLD, dated January 24, 2007, by and between the Company and the Buyer (the “Confidentiality Agreement”)acting reasonably, and shall not be held permitted to attend any portion of any such meeting at which commercially or competitively sensitive information, or any matter relating to this Agreement that could prejudice IAMGOLD if the observer were to be in attendance, is to be discussed. 5.4.2 In the event that IAMGOLD does not provide access or information due to applicable Law, the terms of any existing Contracts, obligation of confidentiality or solicitor-client or other legal privilege, IAMGOLD shall provide notice to the Purchaser that it is withholding such access or information and IAMGOLD shall use commercially reasonable efforts to communicate, to the extent permitted by the Buyer applicable Law, Contract or obligation of confidentiality or privilege, the applicable information in accordance a way that would not violate the applicable Law, Contract or obligation of confidentiality or waive privilege. 5.4.3 After the date hereof and until the Closing, and subject to Section 5.4.1, IAMGOLD and the Purchaser shall each appoint two representatives who, together with Xxxxxxxx Xxx-Xxxxx, Vice President and General Manager of Niobec or his designate, will form a committee to meet and discuss on a periodic basis matters relating to transition of the operation and management of Niobec following Closing. 5.4.4 The Purchaser acknowledges and agrees that information furnished pursuant to this Section 5.4 shall be subject to the terms and conditions of the IAMGOLD Confidentiality Agreement. Notwithstanding anything to . 5.4.5 Each of IAMGOLD and the contrary herein, Purchaser shall publicly announce the terms and provisions of transactions contemplated by this Agreement promptly following the Confidentiality Agreement shall survive the termination execution of this Agreement by the Parties. IAMGOLD and Niobec agree to co-operate in accordance with the terms therein. In the event preparation of the termination of any press releases and other public filings regarding this Agreement for any reason, or the Buyer shall comply with the terms and provisions of the Confidentiality transactions contemplated by this Agreement, including returning and no Party shall, subject to applicable Laws or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) No party will stock exchange rules, issue or cause the publication of any press release or other otherwise make public announcement announcements with respect to this Agreement or the transactions contemplated hereby by this Agreement without the prior consent of the other Parties (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing required under applicable Laws or stock exchange rules, provided that the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Parties and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice promptly following the making of such disclosure or filing. 5.4.6 Except as provided in Section 5.4.5, no Party shall, without the prior written consent of the other parties hereto; providedParty, howeverdisclose the terms or conditions of this Agreement, that nothing herein will prohibit any party from issuing the Financing or causing publication of any such press release the Financing Commitment Letters, or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuancetransactions contemplated hereby and thereby.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the this Agreement in accordance with ARTICLE XArticle 10, the Blocker Seller and the Company shall give the Buyer and its authorized representatives Representatives, and the Debt Financing Sources and their authorized Representatives (but only to the extent, in the case of the Debt Financing Sources, required in connection with the provision of the Debt Financing), reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company Group and the officers and employees of the Company Subsidiaries Group as the Buyer, or Buyer and its authorized representatives, Representatives or the Debt Financing Sources and their authorized Representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that (i) any such access shall be subject to the Company Group’s reasonable security measures and insurance requirements and conducted in a manner not to materially unreasonably interfere with the businesses or operations of the Company Group, (ii) Buyer and its Representatives shall not contact or otherwise communicate with the suppliers of the Company Subsidiaries and Group unless, in each instance, approved in writing in advance by an executive officer of the Buyer shall Company (such approval not conduct any invasive sampling to be unreasonably withheld, conditioned or testing with respect delayed), (iii) notwithstanding anything to the Real Propertycontrary in this Agreement, neither the Blocker Seller nor the Company Group shall be required to disclose any information to Buyer or its authorized Representatives or the Debt Financing Sources or their authorized Representatives if doing so could violate any Law to which the Blocker Seller or the Company Group is a party or to which the Blocker Seller or the Company Group is subject and (iv) nothing herein shall require the Blocker Seller or the Company Group to furnish to Buyer or provide Buyer (or the Debt Financing Sources) with access to information that is subject to attorney-client privilege but each shall take reasonable steps to provide such information if requested by Buyer or the Debt Financing Sources (collectively the “Access and Assistance Limitations”). (b) Any information provided to or obtained by the Buyer or its authorized representatives Representatives or the Debt Financing Sources and their authorized Representatives pursuant to paragraph (a) above shall be “Evaluation MaterialsConfidential Information” (herein referred to as “Evaluation MaterialConfidential Information”) as defined in the Confidentiality Agreementnon-disclosure agreement, dated January 24April 11, 20072017, by and between the Company and the Buyer Hxxxxxx & Fxxxxxxx Advisors LLC (the “Confidentiality Agreement”), and shall be held by Buyer and the Buyer Debt Financing Sources in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material Confidential Information, subject to the terms and conditions set forth in the non-soliciting of employees Confidentiality Agreement. Subject to the occurrence of the Company and Closing, the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) No party will (and each party shall cause its Affiliates not to) issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the party whose name is being disclosed and shall keep the terms of this Agreement and the other parties heretodocuments executed in connection herewith confidential; provided, however, that nothing herein will prohibit (i) any party (or such Affiliate as the case may be) from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is is, upon advice of counsel counsel, required by lawLaw, in which case the party (or such Affiliate, as the case may be) making such determination will, if practicable in the circumstances, use reasonable efforts to (x) allow the other parties reasonable time to comment on such release or announcement in advance of its issuance, (y) to obtain “confidential treatment” and (z) to redact any terms or provisions as a non-disclosing party may reasonably request or (ii) General Atlantic LLC, Hxxxxxx & Fxxxxxxx LLC or any of their respective Affiliates from (x) disclosing such information to their respective Representatives, investors or prospective investors, in each case, who are subject to customary confidentiality obligations or (y) disclosing on their respective worldwide web pages, wxx.xxxxxxxxxxxxxxx.xxx and www.H&F.xxx, the sale of the Company and the identity of Buyer or the acquisition of the Company and the identity of General Atlantic LLC in its capacity as seller of the Company, as the case may be. Notwithstanding anything contained herein to the contrary, in no event will the Company, any Company Subsidiaries or General Atlantic LLC have any right to use Hxxxxxx & Fxxxxxxx LLC’s or its Affiliates’ name or mxxx, or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of Hxxxxxx & Fxxxxxxx LLC, and in no event will Buyer have any right to use General Atlantic LLC’s or its Affiliates’ name or mxxx or any abbreviation, variation or derivative thereof, in any press release, public announcement or other public document or communication without the express written consent of General Atlantic LLC. Promptly following the Closing, Buyer shall (or shall cause the Surviving LLCs to) take all action necessary to amend the name of each Surviving LLC so that such Surviving LLC’s name does not contain “General Atlantic” or is otherwise in any way uses or is associated with General Atlantic LLC or its Affiliates’ name or mxxx, or any abbreviation, variation or derivative thereof.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE X10, the Company Company, upon reasonable notice, shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the Company Subsidiaries as the Buyer, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company. Notwithstanding the foregoing, neither the Buyer, nor any of its Representatives, may contact any customer or supplier of the Company without the prior consent of the Sellers, such consent not to be unreasonably withheld, and the Company Subsidiaries and the Buyer Sellers shall not conduct have a right to participate in any invasive sampling conversations with any such customer or testing with respect to the Real Propertysupplier. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality AgreementAgreements, dated January 24August 14 2006 and August 15, 20072006, by and between the Company and the Buyer (collectively, the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) From and after the Closing, the Sellers and Sellers’ Affiliates and representatives shall hold any information relating to the Buyer, the Company and their respective Affiliates which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person or use any of such confidential information for its own benefit or for the benefit of any other Person, other than the Buyer and its Affiliates; provided that the Sellers may disclose such confidential information if, but only to the extent, required by law; provided, however that in such case, such Sellers will provide the Buyer with prompt written notice thereof so that the Buyer may seek an appropriate protective order and/or waive the Sellers’ compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, the Sellers may disclose and/or otherwise use such information (i) in connection with any litigation with the Buyer or any of its Affiliates and/or (ii) once such information is in the public domain through no fault of the Sellers. (d) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the this Agreement in accordance with ARTICLE XArticle 10, the Company shall give the Buyer Buyer, Merger Sub I, Merger Sub II LLC and its their respective authorized representatives Representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the each Company Subsidiaries Subsidiary as the Buyer, Merger Sub I, Merger Sub II LLC or its any of their respective authorized representatives, Representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company and the Company Subsidiaries and none of the Buyer shall not nor any of its Affiliates shall, directly or indirectly, conduct or cause any invasive sampling or testing with respect to the Real PropertyProperty without the prior written consent of the Company, to be granted in the Company’s sole discretion. Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to disclose any information to the Buyer, Merger Sub I, Merger Sub II LLC or any of their respective authorized Representatives, if doing so could (i) violate any agreement or Law to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary is subject or (ii) result in the waiver of any legal privilege or work product protection of the Company, any Company Subsidiary or the Seller; provided, that the Company shall use commercially reasonable efforts to disclose such information in a manner as not to violate such agreement, Law, privilege or protection and provided, further, that the Company shall not be required to disclose to the Buyer, Merger Sub I, Merger Sub II LLC or any of their respective authorized Representatives, any information related to the sale of the Company and the Company Subsidiaries, including valuations and materials related to the negotiation of this Agreement. (b) It is agreed that, except in the ordinary course of business consistent with past practice, during the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, neither the Buyer nor any of its Affiliates shall contact any of the employees, customers or suppliers of the Company or the Company Subsidiaries, whether in person or by telephone, mail or other means of communication, with respect to the transactions contemplated hereby, the Company, the Company Subsidiaries or their respective businesses without the specific authorization of the Seller’s Representative (which shall not be unreasonably withheld, conditioned or delayed). (c) Any information provided to or obtained by the Buyer Buyer, Merger Sub I, Merger Sub II LLC or its any of their authorized representatives Representatives pursuant to paragraph paragraphs (a) or (b) above shall be “Evaluation Materials” (herein referred to as constitute “Evaluation Material” (“Confidential Information”) as defined in subject to the Confidentiality Agreement, dated January 24as of April 27, 20072017, by and between the Company IEA and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer Buyer, Merger Sub I, Merger Sub II LLC and their respective Representatives in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer Buyer, Merger Sub I and Merger Sub II LLC shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (cd) No party Each of the Buyer and the Company acknowledges and agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records (including Tax records) in respect of the Company and the Company Subsidiaries in the possession of the Buyer or its Affiliates as of the Closing for the longer of (i) any applicable statute of limitations and (ii) a period of seven (7) years from the Closing Date. Each of the Buyer and the Company shall, upon reasonable notice, only to the extent reasonably necessary in connection with audit, accounting or tax matters and subject to any applicable privilege (including the attorney-client privilege), give the Seller’s Representative and its authorized Representatives access during normal business hours to examine, inspect and copy such books and records; provided, however, that any such access shall be conducted in a manner not to interfere with the businesses or operations of the Company and the Company Subsidiaries. Notwithstanding any provision to the contrary in this Agreement, the Buyer and the Company shall not be required to provide to the Seller’s Representative access to any consolidated, combined, unitary or other Tax Returns (or related work papers) including the Buyer or any Affiliate thereof other than the Company and the Company Subsidiaries. (e) Neither the Seller nor the Company, on the one hand, or the Buyer, Merger Sub I or Merger Sub II LLC, on the other hand, will issue or cause the publication of any press release release, materials filed with or furnished to the SEC or any stock exchange, or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretoBuyer or the Seller’s Representative and the Company, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release release, materials filed with or furnished to the SEC or any stock exchange, or public announcement to the extent that such disclosure is upon advice of counsel required by lawLaw, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties Buyer or the Seller’s Representative and the Company, as applicable, reasonable time to comment on such release release, materials or announcement in advance of its issuance; provided, further, that the foregoing shall not restrict disclosures of information made by or on behalf of Buyer, IEA or their respective Affiliates or successors, on the one hand, to their respective direct and indirect Affiliates, actual and potential investors, actual and potential financing sources, counsel, accountants, consultants and other advisors, on the other hand (so long as, in each case, such disclosure has a valid business purpose and is effected in a manner consistent with customary practices (including with respect to confidentiality)).

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement pursuant to, and in accordance with ARTICLE Xwith, Article 9, the Company shall give the Buyer Parent and its authorized representatives Agents reasonable access during normal business hours to all books, records, key personnel, offices and other facilities and properties of the Company and the Company Subsidiaries Group as the BuyerParent, or its authorized representatives, Agents may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that (i) any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company and the Company Subsidiaries and the Buyer Group, (ii) any such access shall not conduct result in the waiver of any attorney client privilege, (iii) any such access shall not include conducting any invasive sampling or testing with respect to the Real PropertyProperty and (iv) such access may be limited to the extent the Company reasonably determines, in light of any Emergency or any Emergency Measures, that such access would jeopardize the health and safety of any employees (provided, however, that the Company shall use commercially reasonable efforts to allow for such access, or as much of such access as is reasonably practicable, in a manner that does not jeopardize the health and safety of such employees). Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall be required to disclose any information to Parent, or its authorized Agents, if doing so could (A) violate (x) any Contract or confidentiality obligation or (y) any Law, in each case, to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary are subject or (B) compromise or waive any privilege; provided, that the Company shall use commercially reasonable efforts to provide reasonable access to such information to Parent and its Agents in a manner that does not result in any of the foregoing. (b) Any information provided to or obtained by the Buyer Parent or its authorized representatives Agents pursuant to paragraph (aSection 6.2(a) above shall be “Evaluation MaterialsConfidential Information” (herein referred to as “Evaluation MaterialConfidential Information”) as defined in the Confidentiality Non-Disclosure Agreement, dated January 24as of March 7, 20072024, by and between the Company and the Buyer Parent (the “Confidentiality Agreement”), and shall be held by the Buyer Parent and Merger Sub in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer Parent shall comply with the terms and provisions of the Confidentiality Agreement, including with respect to returning or destroying all Evaluation Material Confidential Information and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing DateGroup. (c) No party Party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties heretoParties (such consent not to be unreasonably withheld, conditioned or delayed); provided, however, that nothing herein will prohibit any party Party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is is, upon advice of counsel counsel, required by lawLaw, in which case the party Party making such determination will, if practicable in the circumstances, use its reasonable best efforts to allow the other parties Parties reasonable time to comment on such release or announcement in advance of its issuance; and provided, further, that nothing herein shall prohibit the Equityholders or any of their direct and indirect parent entities and Affiliates from disclosing the terms and status of this Agreement or the transactions contemplated hereby to their respective Affiliates, Agents, shareholders, limited partners, members or prospective limited partners or members. Notwithstanding the foregoing or anything in this Agreement to the contrary, following Closing and after the public announcement of the Merger, the Representative shall be permitted to announce that it has been engaged to serve as the Representative in connection herewith as long as such announcement does not disclose any of the other terms hereof.

Access to Information; Confidentiality; Public Announcements. (a) During Upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives and agents of Parent (collectively "Parent Representatives"), full access, during the period from the date of this Agreement prior to the earlier Effective Date, to all its properties, books, contracts, commitments and records and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Parent (i) a copy of each report, schedule, registration statement and other document filed or received by it pursuant to the Closing Date Legislation during such period and (ii) all information concerning its business, properties, books, contracts, commitments, record and personnel as Parent may reasonably request. The Company shall (and shall cause each of its Subsidiaries to) make available to the termination other party the appropriate individuals for discussion of such entity's business, properties and personnel as Parent or Parent Representatives may reasonably request. No investigation pursuant to this Section shall affect any representations or warranties of the Agreement in accordance with ARTICLE X, parties herein or the Company shall give conditions to the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties obligations of the Company and the Company Subsidiaries as the Buyer, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Company; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company and the Company Subsidiaries and the Buyer shall not conduct any invasive sampling or testing with respect to the Real Propertyparties hereto. (b) Any Parent shall keep all information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph clause (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24, 2007, by and between the Company and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement confidential in accordance with the terms therein. In the event of the termination of this Agreement for any reasonConfidential Non-Disclosure Agreement, dated July 6, 2000 (the Buyer shall comply with "Confidentiality Agreement"), between Parent and the terms and provisions of Company. Anything contained in the Confidentiality AgreementAgreement to the contrary notwithstanding, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing DateParent hereby agree that each such party may issue press release(s) or make other public announcements in accordance with clause (c) below. (c) No Parent and the Company shall consult with and obtain the approval of the other party will issue or cause the publication of before issuing any press release or other public announcement with respect to the Arrangement or this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of and shall not issue any such press release or public announcement prior to such consultation and approval, except as may be required by applicable Law pursuant to the extent that such disclosure is written request of any national securities exchange, national automated quotation system, a Canadian Securities Administrator or a stock exchange upon advice of counsel required by lawwhich the Company's shares are listed, in which case the party making proposing to issue such determination will, if practicable in the circumstances, press release or make such public announcement shall use reasonable its best efforts to allow consult in good faith with the other parties reasonable time to comment on party before issuing any such press release or announcement in advance of its issuancemaking any such public announcement.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE X10, the Company Company, upon reasonable notice, shall give the Buyer Partnership and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities and properties of the Company and the Company Subsidiaries as the BuyerPartnership, or its authorized representatives, may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially interfere with the businesses or operations of the Company. Notwithstanding the foregoing, neither the Partnership, nor any of its Representatives, may contact any customer or supplier of the Company without the prior consent of the Subscribers, such consent not to be unreasonably withheld, and the Company Subsidiaries and the Buyer Subscribers shall not conduct have a right to participate in any invasive sampling conversations with any such customer or testing with respect to the Real Propertysupplier. (b) Any information provided to or obtained by the Buyer Partnership or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred to as “Evaluation Material”) as defined in the Confidentiality AgreementAgreements, dated January 24August 14 2006 and August 15, 20072006, by and between the Company and the Buyer Partnership (collectively, the “Confidentiality Agreement”), and shall be held by the Buyer Partnership in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on the Closing Date. (c) From and after the Closing, the Subscribers and Subscribers’ Affiliates and representatives shall hold any information relating to the Partnership, the Company and their respective Affiliates which is non-public in confidence, and shall not, directly or indirectly, disclose, publish, or otherwise make available any of such confidential information to the public or to any Person or use any of such confidential information for its own benefit or for the benefit of any other Person, other than the Partnership and its Affiliates; provided that the Subscribers may disclose such confidential information if, but only to the extent, required by law; provided, however that in such case, such Subscribers will provide the Partnership with prompt written notice thereof so that the Partnership may seek an appropriate protective order and/or waive the Subscribers’ compliance with the provisions of this Agreement in respect thereof. Notwithstanding the foregoing, the Subscribers may disclose and/or otherwise use such information (i) in connection with any litigation with the Partnership or any of its Affiliates and/or (ii) once such information is in the public domain through no fault of the Subscribers. (d) No party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without the prior written consent of the other parties hereto; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by law, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE X11, the Company shall give the Buyer and its authorized counsel, accountants, consultants, financial advisors, agents and other representatives (including its financing sources and their counsel, accountants and other representatives) (including the Buyer, collectively, the “Buyer Representatives”), in each case that have agreed to be bound by the Confidentiality Agreement, reasonable access during normal business hours to all books, records, offices and offices, premises other assets, facilities and properties of the Company and the Company Company’s Subsidiaries as the Buyer, or its authorized representatives, representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially interfere in any material respect with the businesses or operations of the Company and the Company or its Subsidiaries and the Buyer shall not conduct any invasive environmental sampling or testing with respect to the Real Property. Notwithstanding anything to the contrary in this Agreement, the Company and its Subsidiaries shall not be required to disclose any information to the Buyer, or the Buyer Representatives, if doing so could (i) violate any agreement or federal, state, provincial, municipal, local or foreign law, rule or regulation to which the Company or any of the Company’s Subsidiaries is a party or to which the Company or any of the Company’s Subsidiaries are subject or (ii) result in a waiver of any attorney-client, work-product or other legal privilege with respect to such information. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation Materials” (herein referred subject to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24July 3, 20072006, by and between the Buyer and UBS Securities LLC, as representative of the Company and the Buyer (the “Confidentiality Agreement”), and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-soliciting of employees of the Company and the Company Subsidiaries. The Confidentiality Agreement shall terminate on at the Closing Effective Date. (c) No party From and after the Closing, each Seller will, and will issue cause its Affiliates to, keep confidential all confidential information relating to the Company’s and its Subsidiaries’ business (the “Confidential Information”). In the event that, after the Closing, any Seller or cause any of its Affiliates are required by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or similar process to disclose any of the publication Confidential Information, such Person shall provide the Company with prompt prior written notice of such requirement, shall cooperate (unless prohibited by law) with any effort the Company may make to obtain a protective order or similar action to prevent the disclosure of Confidential Information, and if no such order is obtained or the Company waives the requirements of this Section 7.4(c), such Person shall furnish only that portion of the Confidential Information that it is advised by counsel is legally required, and such Person shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded such Confidential Information. The term “Confidential Information” does not include any information that (i) at the time of disclosure is generally available to and known by the public (other than as a result of a disclosure by any Seller or its Affiliate) or (ii) was available to such Seller or its Affiliate on a non-confidential basis from a source (other than the Company or its Subsidiaries) that is not and was not prohibited from disclosing such information to such Seller or its Affiliate by a contractual, legal, or fiduciary obligation. To the extent any Management Seller has a confidentiality obligation under the provisions of an employment agreement with the Company or its Subsidiary, the employment agreement of such Seller shall control and replace the applicable matters covered by this Section 7.4(c). Notwithstanding the foregoing, the announcement, description or discussion of the transactions contemplated by this Agreement and any related matters required to be disclosed in any public filing shall not be subject to the requirements of this Section 7.4(c), but shall be subject to Section 7.2(d). Notwithstanding the foregoing, nothing in this Section 7.4(c) shall prohibit or restrict the Securityholder Representative or any Securityholder from disclosing Confidential Information in connection with the enforcement of such Person’s rights, or the with the defense of claims against such Person, under this Agreement or in connection with the Contemplated Transactions. (d) Unless otherwise required by applicable Legal Requirement or the rules of any applicable stock exchange, prior to the Closing Date, no press release or other public announcement with respect pertaining to this Agreement or the transactions contemplated hereby Contemplated Transactions will be made by any party hereto without the prior written consent of the other parties hereto; providedBuyer or Securityholder Representative, howeveras applicable, except that nothing herein will prohibit any party from issuing may make any disclosure required by applicable Legal Requirement (including federal securities laws) or causing publication the rules of any applicable stock exchange if it determines in good faith that it is required to do so and, with respect to such disclosure, provides the other with prior notice and a reasonable opportunity to review the disclosure. Prior to issuing a press release or other public announcement to the extent that such disclosure is upon advice of counsel required by lawapplicable Legal Requirement or the rules of any applicable stock exchange with respect to Contemplated Transactions, in which case the parties shall consult with each other and each party making such determination will, if practicable in the circumstances, use shall have a reasonable efforts to allow the other parties reasonable time opportunity to comment on such press release or announcement in advance of its prior to issuance.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of the Agreement in accordance with ARTICLE XArticle 10, the Company and the Guarantor shall give the Buyer and its authorized representatives reasonable access during normal business hours to all books, records, offices and other facilities facilities, personnel and properties of the Company and the each Company Subsidiaries Subsidiary as the Buyer, or its authorized representatives, representatives may from time to time reasonably request from either the Chief Executive Officer or Chief Financial Officer of the Companyrequest; provided, however, that any such access shall be conducted in a manner not to materially unreasonably interfere with the businesses business or operations of the Company and the Company Subsidiaries and the Buyer shall not conduct any invasive sampling or testing with respect to the Leased Real Property. Notwithstanding anything to the contrary in this Agreement or the Confidentiality Agreement, (i) neither the Company nor any Company Subsidiary shall be required to disclose any information to the Buyer or its authorized representatives, if doing so could violate any Contract to which the Company or any Company Subsidiary is a party or to which the Company or any Company Subsidiary is subject, provided, however, that the Company shall use all commercially reasonable efforts to seek waivers to provide such information and shall provide redacted copies of such information to the extent permissible if waivers cannot be obtained, (ii) with the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, the Buyer and its authorized representatives shall be permitted to contact the customers, suppliers and other business relationships of the Company and the Company Subsidiaries, and (iii) the limited partners of investment funds affiliated with Siris Capital Group, LLC and their Related Persons, and their respective Representatives shall be “Representatives” of the Buyer for purposes of the Confidentiality Agreement. (b) Any information provided to or obtained by the Buyer or its authorized representatives pursuant to paragraph (a) above shall be “Evaluation MaterialsMaterial” (herein referred to as “Evaluation Material”) as defined in the Confidentiality Agreement, dated January 24as of September 21, 20072016, by and between the Company Mitel Networks Corporation and the Buyer Xura, Inc. (the “Confidentiality Agreement”), unless within an exception thereto, and shall be held by the Buyer in accordance with and be subject to the terms of the Confidentiality Agreement. Notwithstanding anything to the contrary herein, the terms and provisions of the Confidentiality Agreement shall survive the termination of this Agreement in accordance with the terms therein. In the event of the termination of this Agreement for any reason, the Buyer shall comply with the terms and provisions of the Confidentiality Agreement, including returning or destroying all Evaluation Material and the non-non- soliciting of employees of the Company and the Company Subsidiaries as and to the extent set forth therein. Except with respect to Evaluation Material about the Seller and its Affiliates (excluding the Company and its Subsidiaries. The ), the Confidentiality Agreement shall terminate on the Closing Date. (c) No Except for a press release issued pursuant to Section 7.2(d), from and after the Closing Date, the Seller and the Guarantor shall not (and shall, subject to applicable Law, cause their respective Subsidiaries and representatives not to) disclose to any Acquiror or Third Party (other than their respective directors, officers, employees, attorneys, lenders, and accountants) any of the terms and conditions of the Transactions or under this Agreement or any Ancillary Agreements, or any Confidential Information concerning the Company, any Company Subsidiary or the Business, other than any Confidential Information that is later lawfully acquired by Seller or the Guarantor from sources other than those related to its prior ownership of the Company and the Company Subsidiaries without any breach of any obligation (fiduciary, contractual or otherwise) to the Buyer, the Company, the Company Subsidiaries or any of their respective Related Persons. The restrictions in the foregoing sentence shall not apply to a disclosure required by applicable Law or Governmental Authority or in connection with any legal, regulatory, judicial, arbitral or administrative process (including any deposition, interrogatory, oral questioning, requests for information or documents, subpoena, court order, regulatory filing, civil investigative demand or other similar legal process) or any audit or inquiry by a regulator, bank examiner or auditor, self-regulatory authority or pursuant to mandatory professional ethics rule so long as the disclosing party provides the Buyer with prior written notice and cooperates with the Buyer, at the Buyer’s expense, to obtain a protective Order or other confidential treatment to the extent requested by the Buyer; provided that such disclosing party shall furnish only that portion of such information which it is advised by counsel is legally required to be disclosed. For the avoidance of doubt, this Agreement and a description of the Transactions will be filed by the Guarantor with the United States Securities and Exchange Commission and Canadian securities regulatory authorities and available to the public. The Buyer shall be given a reasonable amount of time to review and comment on such filings, which comments will be reasonably considered by the Guarantor; provided, however that the consent of the Buyer shall not be required in connection with any such filings. (d) The initial press releases of the Guarantor and the Buyer with respect to the execution of this Agreement shall be issued within 24 hours of the date hereof in forms reasonably agreed by the Seller and the Buyer. Thereafter, no party will issue or cause the publication of any press release or other public announcement with respect to this Agreement or the transactions contemplated hereby without Transactions except to announce the prior written consent of the other parties heretoClosing; provided, however, that nothing herein will prohibit any party from issuing or causing publication of any such press release or public announcement to the extent that such disclosure is upon advice of counsel required by lawLaw, in which case the party making such determination will, if practicable in the circumstances, use reasonable efforts to allow the other parties reasonable time to comment on such release or announcement in advance of its issuance; provided, further, that nothing herein shall prevent (i) the Guarantor, the Seller, the Company and the Company Subsidiaries from communicating with their respective employees with respect to this Agreement or the Transactions and (ii) the Buyer and its Affiliates from communicating with their respective Representatives, suppliers, customers, and Debt Financing Sources regarding this Agreement and the Transactions. (e) Each of the parties agrees that it shall, from and after the Closing, preserve and keep, or cause to be preserved and kept, all books and records in respect of the Company and the Company Subsidiaries in its or its Affiliates’ possession for the longer of (i) any applicable statute of limitations and (ii) a period of six (6) years from the Closing Date. Each of the parties shall, upon reasonable notice from another party, only to the extent reasonably necessary in connection with any Proceeding, audit or accounting matter and subject to any applicable privilege (including attorney-client privilege), give the other party and its authorized Representatives, in each case, at the requesting party’s sole cost and expense, reasonable access during normal business hours to examine, inspect and copy the books and records of the Company and the Company Subsidiaries in its or its Affiliates’ possession for time periods ending prior to the Closing Date; provided, however, that any such access shall be conducted in a manner not to interfere with the businesses or operations of any party or its Affiliates.