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 the Closing Date and such time as this Agreement is terminated in accordance with Article 10, the Company shall (i) give Buyer and its authorized Representatives, reasonable access during normal business hours to all personnel, books, records, offices, Contracts, documents and other facilities, Persons and properties of the Company Group as Buyer and its authorized Representatives may from time to time reasonably request and (ii) request that the counsel and financial advisors of the Company Group reasonably cooperate with Buyer and its counsel in its inspection of the Company Group; provided, however, that (A) any such access shall be subject to the Company Group’s reasonable security measures, insurance requirements and COVID-19 Measures, and conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Group, (B) Buyer and its Representatives shall not contact or otherwise communicate with the employees (other than officers of the Company), customers or suppliers of the Company Group unless, in each instance, approved in writing in advance by the Chief Executive Officer or General Counsel of the Company and (C) notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Buyer or its authorized Representatives if doing so could violate any Contract existing as of the date of this Agreement to which any member of the Company Group is a party or any Law to which any member of the Company Group is subject (provided, that, the Company shall use commercially reasonable efforts to provide such information to Buyer in a manner that does not violate such Law or Contract), (E) nothing herein shall require the Company to furnish to Buyer or provide Buyer with access to information that is subject to attorney-client privilege but the Company shall take reasonable steps to provide such information if requested by Buyer, and (F) any such access shall be subject to applicable Law and any COVID-19 Measures.

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 such time as this (ii) the termination of the Agreement is terminated in accordance with Article 10ARTICLE XI, (x) the Company shall (i) give Buyer the Parent and its authorized Representatives, representatives reasonable access during normal business hours to all personnel, books, records, offices, Contracts, documents offices and other facilities, Persons facilities and properties of the Company Group and the Company Subsidiaries as Buyer and the Parent, or its authorized Representatives representatives, may from time to time reasonably request and (ii) request that from either the counsel and financial advisors Chief Executive Officer or Chief Financial Officer of the Company Group reasonably cooperate with Buyer and its counsel in its inspection of the Company GroupCompany; provided, however, that (A) any such access shall be subject to the Company Group’s reasonable security measures, insurance requirements and COVID-19 Measures, and conducted in a manner not to unreasonably materially interfere with the businesses or operations of the Company Groupand the Company Subsidiaries and the Parent shall not conduct any invasive sampling or testing with respect to the Real Property, and (By) Buyer the Parent shall give the Company and its Representatives shall not contact or otherwise communicate with the employees (authorized representatives reasonable access during normal business hours to all books, records, offices and other than officers facilities and properties of the Parent and its Subsidiaries as the Company), customers or suppliers of the Company Group unlessits authorized representatives, in each instance, approved in writing in advance by may from time to time reasonably request from either the Chief Executive Officer or General Counsel Chief Financial Officer of the Company and (C) notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Buyer or its authorized Representatives if doing so could violate any Contract existing as of the date of this Agreement to which any member of the Company Group is a party or any Law to which any member of the Company Group is subject (Parent; provided, thathowever, the Company shall use commercially reasonable efforts to provide such information to Buyer in a manner that does not violate such Law or Contract), (E) nothing herein shall require the Company to furnish to Buyer or provide Buyer with access to information that is subject to attorney-client privilege but the Company shall take reasonable steps to provide such information if requested by Buyer, and (F) any such access shall be subject conducted in a manner not to applicable Law materially interfere with the businesses or operations of the Parent and its Subsidiaries and the Company shall not conduct any COVID-19 Measuresinvasive sampling or testing with respect to the real property of the Parent or any of its Subsidiaries.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and such time as the termination of this Agreement is terminated in accordance with Article 10, the Company shall (i) give Buyer the Buyer, Merger Sub I, Merger Sub II LLC and its their respective authorized Representatives, Representatives reasonable access during normal business hours to all personnel, books, records, offices, Contracts, documents offices and other facilities, Persons facilities and properties of the Company Group and each Company Subsidiary as Buyer and its the Buyer, Merger Sub I, Merger Sub II LLC or any of their respective authorized Representatives may from time to time reasonably request and (ii) request that the counsel and financial advisors of the Company Group reasonably cooperate with Buyer and its counsel in its inspection of the Company Grouprequest; provided, however, that (A) any such access shall be subject to the Company Group’s reasonable security measures, insurance requirements and COVID-19 Measures, and conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Groupand the Company Subsidiaries and none of the Buyer nor any of its Affiliates shall, (B) Buyer and its Representatives shall not contact directly or otherwise communicate indirectly, conduct or cause any invasive sampling or testing with respect to the employees (other than officers Real Property without the prior written consent of the Company), customers or suppliers of to be granted in the Company Group unless, in each instance, approved in writing in advance by the Chief Executive Officer or General Counsel of the Company and (C) notwithstanding 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 Buyer or its authorized Representatives if doing so could violate any Contract existing as of the date of this Agreement to which any member sale of the Company Group is a party or any Law to which any member of and the Company Group is subject (providedSubsidiaries, that, including valuations and materials related to the Company shall use commercially reasonable efforts to provide such information to Buyer in a manner that does not violate such Law or Contract), (E) nothing herein shall require the Company to furnish to Buyer or provide Buyer with access to information that is subject to attorney-client privilege but the Company shall take reasonable steps to provide such information if requested by Buyer, and (F) any such access shall be subject to applicable Law and any COVID-19 Measuresnegotiation of this Agreement.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and such time as this the termination of the Agreement is terminated in accordance with Article 10, the Company shall (i) give Buyer the Purchaser and its authorized Representatives, representatives reasonable access during normal business hours to all personnel, books, records, offices, Contracts, documents offices and other facilities, Persons facilities and properties of the Company Group and each Company Subsidiary as Buyer the Purchaser and its authorized Representatives representatives may from time to time reasonably request and (ii) request that the counsel and financial advisors of the Company Group reasonably cooperate with Buyer and its counsel in its inspection of the Company Grouprequest; provided, however, that (A) any such access shall be subject to the Company Group’s reasonable security measures, insurance requirements and COVID-19 Measures, and conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Groupand the Company Subsidiaries and, (B) Buyer and its Representatives shall not contact or otherwise communicate with without the employees (other than officers prior written consent of the Company), customers neither the Purchaser nor any of its Affiliates or suppliers Representatives shall, directly or indirectly, conduct any appraisals or environmental and engineering inspections of the Company Group unlessreal property, in each instanceor take and/or analyze any samples of any environmental media (including soil, approved in writing in advance by the Chief Executive Officer groundwater, surface water, air or General Counsel of the Company and (Csediment) notwithstanding 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 not be required to provide such access or disclose any information to Buyer the Purchaser or its authorized Representatives representatives, if doing so could (i) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any Contract existing as of the date of this Agreement Law to which any member of the Company Group or any Company Subsidiary is a party or any Law to which any member of the Company Group or any Company Subsidiary is subject (provided, subject; provided that, if requested by Purchaser, Seller and the Company shall use commercially reasonable efforts reasonably cooperate to provide facilitate access to such information to Buyer in a manner that does not violate preserves such Law or Contract), (E) nothing herein shall require the Company to furnish to Buyer or provide Buyer privilege and/or complies with access to information that is subject to attorney-client privilege but the Company shall take reasonable steps to provide such information if requested by Buyer, and (F) any such access shall be subject to applicable Law and any COVID-19 MeasuresLaw.

Access to Information; Confidentiality; Public Announcements. (a) During the period from the date of this Agreement to the earlier of the Closing Date and such time as this the termination of the Agreement is terminated pursuant to, and in accordance with with, Article 109, the Company shall (i) give Buyer Parent and its authorized Representatives, Agents reasonable access during normal business hours to all personnel, books, records, officeskey personnel, Contracts, documents offices and other facilities, Persons facilities and properties of the Company Group as Buyer and Parent, or its authorized Representatives Agents may from time to time reasonably request and (ii) request that the counsel and financial advisors of the Company Group reasonably cooperate with Buyer and its counsel in its inspection of the Company Grouprequest; provided, however, that (Ai) any such access shall be subject to the Company Group’s reasonable security measures, insurance requirements and COVID-19 Measures, and conducted in a manner not to unreasonably interfere with the businesses or operations of the Company Group, (Bii) Buyer and its Representatives any such access shall not contact result in the waiver of any attorney client privilege, (iii) any such access shall not include conducting any invasive sampling or otherwise communicate testing with respect to the Real Property 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 (other than officers of the Company)provided, customers or suppliers of however, that the Company Group unlessshall use commercially reasonable efforts to allow for such access, or as much of such access as is reasonably practicable, in each instance, approved in writing in advance by a manner that does not jeopardize the Chief Executive Officer or General Counsel health and safety of the Company and (C) notwithstanding such employees). Notwithstanding anything to the contrary in this Agreement, neither the Company nor any Company Subsidiary shall not be required to disclose any information to Buyer Parent, or its authorized Representatives Agents, if doing so could (A) violate (x) any Contract existing as of the date of this Agreement or confidentiality obligation or (y) any Law, in each case, to which any member of the Company Group or any Company Subsidiary is a party or any Law to which any member of the Company Group is or any Company Subsidiary are subject or (B) compromise or waive any privilege; provided, that, that the Company shall use commercially reasonable efforts to provide reasonable access to such information to Buyer Parent and its Agents in a manner that does not violate such Law or Contract), (E) nothing herein shall require result in any of the Company to furnish to Buyer or provide Buyer with access to information that is subject to attorney-client privilege but the Company shall take reasonable steps to provide such information if requested by Buyer, and (F) any such access shall be subject to applicable Law and any COVID-19 Measuresforegoing.