Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between Each of Seller Parent and Recap Co agrees that, during the period commencing on the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) ending on the Closing Date, it will (a) give or cause to be given to Buyer and its counsel, financial advisors, auditors, lenders, investors and their respective authorized representatives in connection with the Company shall afford Recapitalization (collectively, "Representatives") access to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and recordsrecords of the CRL Business and each of the CRL Companies to the extent that Buyer may from time to time reasonably request such access, Contracts and other documents, (b) furnish or cause to be furnished to Buyer or its Representatives such financial and operating data and employees. Notwithstanding other information relating to the foregoingCRL Business, the Company shall not have any obligation CRL Business Assets and each of the CRL Companies as Buyer may from time to time reasonably request, (c) provide Buyer with any and its Representatives such access or information which is subject as Buyer may reasonably request to attorney-client privilegethe representatives, or prohibited under applicable Laws. The Company will also afford access officers and employees of its Affiliates actively involved in the CRL Business, and (d) assist Buyer and its Representatives as reasonably requested by Buyer to such of its Top Customers in connection with the Recapitalization and Top Suppliers as Buyer reasonably requests; related transactions, provided that such assistance will not unreasonably interfere with the conduct of the CRL Business; provided, however, that (xi) access to the Company properties, books, records, representatives, officers and employees shall only be entitled to be present provided during normal business hours, upon reasonable advance notice and in such manner as will not unreasonably interfere with the operation of the CRL Business, (ii) all requests for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation directed to Xxxx X. Xxxxxxxxxx, Vice President Business Development of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicableSeller Parent, or such party’s Affiliates other person as Seller Parent shall designate from time to keep such documents time, and information confidential(iii) Seller Parent shall have the right to have a representative present at all times access to properties, books, records representatives, officers and employees is provided. In Buyer agrees that, prior to the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedClosing, upon the request of the Company or Buyer, as the case may be, the other party it will, and will cause its Agents Affiliates and Representatives to, promptly return continue to treat all information so obtained from Seller Parent or any of its Affiliates as "Confidential Information" under the Confidentiality Agreement entered into between Seller Parent and Buyer dated January 4, 1999 (the "Confidentiality Agreement"), and will continue to honor its obligations thereunder and that if requested by Seller Parent, Buyer will cause any of its Representatives so requested to enter into a written agreement acknowledging the terms of the Confidentiality Agreement and agreeing to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesbound thereby.

Access to Information; Confidentiality. (a) Between Seller shall (and shall cause the date of this Agreement and the earlier of (iBrand Companies to) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers Purchaser, its financing sources and other representatives each of Buyer their respective Representatives commercially reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, throughout the period prior to the Company’s and Closing Date to the Subsidiaries’ premises, properties, books and records, Contracts properties and other documents, personnel of the Brand Companies and shall furnish promptly to Purchaser all financial and operating data and employees. Notwithstanding other information concerning the foregoingBrand Companies’ businesses, properties, and personnel as Purchaser may request; provided, that, Seller and the Company Brand Companies shall not have be required to take any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Lawsaction that would unreasonably disrupt the Brand Companies’ respective operations. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided Each Party agrees that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality AgreementAgreement (including the provisions regarding no unauthorized contact and non-solicitation) shall survive and remain in full force and effect following the execution and delivery of this Agreement and Purchaser shall continue to comply with the terms thereof through the Closing. Notwithstanding the forgoing, in no event shall the foregoing require Seller or any Brand Company to permit (a) any inspection or to disclose any information that, in its reasonable judgment, might risk or result in (i) the waiver of any attorney-client or other privilege, (ii) the disclosure of any Intellectual Property of any third party, (iii) the violation of any of its or its Affiliates’ or Representatives obligations with respect to confidentiality, any other rights of third parties or any Applicable Law, or (iv) the disclosure of any personnel files of any Brand Employee prior to the Closing Date without Purchaser having first obtained a release by such Brand Employee (provided that Purchaser shall indemnify and hold Seller and its Affiliates and Representatives harmless from any Liabilities arising out of or relating to the transfer of such personnel files), or (b) any contact with any customers, vendors, suppliers or any other Person with whom any Brand Company has entered into any Contract. (b) Each party will holdFor a period of six (6) years after the Closing and subject to Section 7.02(d), each Party shall, and shall cause their respective Affiliates to, afford the other Party, its Affiliates and their respective Representatives, commercially reasonable access upon reasonable notice during normal business hours, to information and documentation of Seller and the Brand Companies, as applicable, to the extent that such access may be reasonably requested by such Party in connection with such Party’s Taxes, reporting obligations and compliance with Applicable Laws. (c) Purchaser agrees to hold all the books and records of the Brand Business existing on the Closing Date and not to destroy and dispose of any thereof for a period of six (6) years from the Closing Date or such longer time as may be required by Applicable Law, and thereafter, if it desires to destroy or dispose of such books and records, to offer first in writing at least sixty (60) days prior to such destruction or disposition to surrender them to Seller. (d) Seller acknowledges that it is in possession of and may in the future obtain possession, including without limitation pursuant to Section 7.02(b) and Article X, of Confidential Information concerning the Brand Companies and their businesses and operations. Seller shall, and shall use its best efforts to cause its Affiliates and their respective Representatives to, treat confidentially and not disclose all or any portion of such Confidential Information and will use such Confidential Information solely for the purposes of consummating the Contemplated Transactions or in connection with Seller’s Taxes, reporting obligations and compliance with Applicable Laws, operating the Gaia Business and for no other purposes; provided, that the Brand Companies may also use the Confidential Information for the purpose of operating the Brand Business in the ordinary course. Seller acknowledges and agrees that such Confidential Information is proprietary and confidential in nature and may be disclosed to its Representatives only to the extent necessary for Seller to consummate the Contemplated Transactions or in connection with Seller’s Taxes, reporting obligations and compliance with Applicable Laws and operating the Gaia Business (it being understood that Seller shall be responsible for any disclosure by any such Representative not permitted by this Agreement). If Seller or any of its Affiliates or Representatives are requested or required to disclose (after Seller has used its commercially reasonable efforts to avoid such disclosure and after promptly advising and consulting with Purchaser about Seller’s intention to make, and the proposed contents of, such disclosure) any of the Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process), Seller shall, or shall use its best efforts to cause such Affiliate or Representative, to provide Purchaser with prompt written notice of such request so that Purchaser may seek an appropriate protective order or other appropriate remedy, at Purchaser’s sole cost and expense. At any time that such protective order or remedy has not been obtained, Seller may disclose only that portion of the Confidential Information which such Person is legally required to disclose or of which disclosure is required to avoid sanction for contempt or any similar sanction, and Seller shall exercise its commercially reasonable efforts to obtain assurance that confidential treatment will be accorded to such Confidential Information so disclosed. Seller further agrees that, from and after the Closing Date, Seller will and will use its best efforts to cause its Agents Affiliates and Representatives to, upon the request of Purchaser or the Company, promptly deliver to holdPurchaser or the Company all documents, in strict confidenceor other tangible embodiments, unless constituting Confidential Information or other information with respect to the Brand Companies; provided, that Seller shall have the right to retain copies of all such documents, or other tangible embodiments; provided, further, that any such retained documents or other tangible embodiments shall be subject to this Section 7.02. (e) Following the Closing, upon Purchaser’s request and at Purchaser’s sole cost and expense, Seller will either (i) compelled assign all of its rights and obligations pursuant to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, the confidentiality agreements entered into with any Person in connection with obtaining the necessary approvals sale of this Agreement the Brand Business or an Alternative Transaction Proposal to the transactions contemplated hereby extent permitted by a Governmental Authority)the terms of such confidentiality agreements, or (ii) disclosed cooperate with Purchaser in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by enforcing any such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesconfidentiality agreements.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the terms hereof Company is a party, and except as would reasonably be expected to result in the loss or waiver of any attorney-client, work product or other applicable privilege (ii) provided, that to the Closing Dateextent the Company or any Company Representative shall withhold information or access due to the risk of loss or waiver of such privilege, the Company or such Company Representative shall afford notify Parent of such withholding and shall use commercially reasonable efforts to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and communicate such information in a manner that does not disrupt risk such loss or interfere waiver), from the date of this Agreement to the Effective Time, the Company will, and will cause each of its directors, officers and employees, and will instruct each of its accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Representatives” and, with business operations, respect to the Company’s , the “Company Representatives”) to: (i) provide to the Parent Group and their respective Representatives (the Subsidiaries’ premises“Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior written notice to the officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries and to the books and recordsrecords thereof and (ii) furnish promptly such information concerning the business, Contracts properties, Contracts, assets, liabilities, personnel and other documents, financial and operating data and employees. Notwithstanding the foregoing, aspects of the Company shall not have any obligation to provide Buyer with any such access as Parent or information which is subject to attorney-client privilegethe Parent Representatives may reasonably request; provided, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise Section 5.2 shall affect or be deemed to modify any representation or warranty contained in this Agreement made by the Company herein or any condition of the conditions to the obligations of the parties hereto. Any such information or material obtained hereto under this Agreement; provided, further, that any investigation pursuant to this Section 4.2 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the Confidentiality Agreement, dated as of April 8, 2022, by and between the Company and Parent (the “Confidentiality Agreement”); provided, that constitutes “Evaluation Material” (as such term is defined nothing in the Confidentiality Agreement shall restrict Parent’s or Merger Sub’s ability to take any of the actions expressly contemplated by this Agreement) shall be governed by the terms . The Company and Parent hereby agree, in accordance with Section 13 of the Confidentiality Agreement. (b) Each party will hold, that the Confidentiality Agreement shall be deemed to have been, and will use its commercially reasonable efforts to cause its Agents to holdhereby is, in strict confidence, unless (i) compelled to disclose amended by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals provisions of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesSection 5.2.

Access to Information; Confidentiality. (a) Between From the date hereof to the Effective Time or the earlier termination of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateAgreement, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries, officers, directors, employees and representatives to, afford to the officers officers, employees and other representatives of Buyer Parent reasonable access, upon Buyer’s consistent with applicable Law, at all reasonable prior requesttimes to its officers, during normal business hours and in a manner that does not disrupt or interfere with business operationsdirectors, to the Company’s and the Subsidiaries’ premisesemployees, representatives, properties, offices, plants and other facilities and to all books and recordsrecords of the Company and its Subsidiaries, Contracts and shall furnish Parent with all financial, operating and other documents, financial and operating data and employeesinformation as Parent, through its officers, employees or representatives, may from time to time reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of any kind and shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither the Company nor its Subsidiaries shall not have any obligation be required to provide Buyer with any access to or to disclose information where such access or information which is subject to disclosure would violate or prejudice the rights of its clients, jeopardize the attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such privilege of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled or its Subsidiaries or contravene any Law or binding agreement entered into prior to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation the date of any applicable Laws, including Antitrust Lawsthis Agreement. No investigation pursuant to this paragraph Section 6.3 or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party of Parent and Merger Sub will hold, hold and treat and will use its commercially reasonable efforts to cause its Agents officers, employees, auditors and other authorized representatives to hold, hold and treat in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, confidence all documents and information concerning the other party Company and its Affiliates Subsidiaries furnished to it by such other party Parent or its Agents Merger Sub in connection with this Agreement or the transactions contemplated herebyby this Agreement in accordance with the Confidentiality Agreement, except to the extent that such documents or information can be shown to have been (x) previously known by dated September 26, 2006, between the Company or Buyerand Parent (the “Confidentiality Agreement”), as applicable, or which Confidentiality Agreement shall remain in full force and effect in accordance with its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesterms.

Access to Information; Confidentiality. (a) Between From the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant hereof to the terms hereof Effective Time, each of Parent, Merger Sub and (ii) Target shall, and shall cause their respective subsidiaries, affiliates, officers, directors, employees, auditors and agents to afford the Closing Dateofficers, the Company shall afford employees and agents of one another complete access at all reasonable times to the officers and other representatives of Buyer reasonable accessone another’s officers, upon Buyer’s reasonable prior requestemployees, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesagents, properties, offices, plants and other facilities and to all books and records, Contracts and shall furnish one another with all financial, operating and other documents, financial and operating data and employees. Notwithstanding the foregoinginformation as each, the Company through its officers, employees or agents, may reasonably request; provided, however, that no party shall not have any obligation be required to provide Buyer with any such access or furnish information which it is subject prohibited by law or contract to attorney-client privilegeprovide or furnish. (b) Each of Parent, Merger Sub and Target shall, and shall cause their respective affiliates and their respective officers, directors, employees and agents to hold in strict confidence all data and information obtained by them from one another or prohibited under applicable Laws. The Company will also afford access their respective subsidiaries, affiliates, directors, officers, employees and agents (unless such information is or becomes readily ascertainable from public or published information or trade sources or public disclosure or such information is required by Buyer law) and shall insure that such officers, directors, employees and agents do not disclose such information to such others without the prior written consent of its Top Customers Xxxxxx, Merger Sub or Target, as the case may be. (c) In the event of the termination of this Agreement, Parent, Merger Sub and Top Suppliers as Buyer reasonably requests; provided that Target shall, and shall cause their respective affiliates, officers, directors, employees and agents to (x1) return promptly every document furnished to them by one another or any of their respective subsidiaries, affiliates, officers, directors, employees and agents in connection with the Company shall be entitled to be present for all discussions transactions contemplated hereby and meetings with such customers and suppliers any copies thereof, and (y2) no shall cause others to whom such access shall be afforded or information shared as would be in violation documents may have been furnished promptly to return such documents and any copies thereof any of any applicable Laws, including Antitrust Laws. them may have made. (d) No investigation pursuant to this paragraph or otherwise Section 2 shall affect any representation representations or warranty contained in this Agreement warranties of the parties herein or any condition the conditions to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between From the date hereof to the Effective Time, the Company shall, and shall cause the officers, directors, employees, auditors, attorneys, financial advisors, lenders and other agents (collectively, the “Representatives”) of this Agreement the Company to, afford the Representatives of Parent and Buyer reasonable access at all reasonable times to the earlier officers, employees, agents, properties, offices and other facilities, books and records of the Company and its Subsidiaries, and shall furnish Parent and Buyer with all financial, operating and other data and information as Parent or Buyer, through its Representatives, may reasonably request, except in each case with respect to documents or other information relating in any way to the current litigation between the Company and is Subsidiaries on the one hand and Parent on the other hand (ithe “Company/Parent Litigation”) to the date on which this Agreement extent such documents or information is terminated pursuant subject to the attorney-client or other privilege or constitute attorney work product. Parent will remain subject to the terms hereof of a confidentiality agreement with the Company dated July 5, 2005 (the “Confidentiality Agreement”). In addition, the Company shall, and (ii) the Closing Dateshall cause its Representatives to, cooperate and consult with Parent regarding transition planning and post-closing integration issues as reasonably requested by Parent. To facilitate such cooperation and consultation, the Company shall afford make available to such Representatives of Parent office space and secretarial or other administrative services as reasonably requested by Parent. The use of any information for the officers and purpose of evaluating the Merger or the other representatives transactions expressly contemplated by this Agreement that Parent or Buyer or any of their affiliates may possess regarding the Company or any of its affiliates, including information provided under any agreement to which Parent, Buyer reasonable accessor any of its affiliates, upon Buyer’s reasonable prior requeston the one hand, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesCompany or any of its affiliates, propertieson the other hand, books and recordsare a party, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation deemed a breach of any applicable Lawsnon-competition, including Antitrust Laws. non-disclosure or non-use agreement or other restrictive agreement with respect thereto. (b) No investigation pursuant to this paragraph or otherwise Section 5.2 shall affect any representation or warranty contained in this Agreement of any party or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementparties. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between the date of this Agreement Each party shall, and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Dateshall cause its subsidiaries to, the Company shall afford to the officers other party and to the officers, current employees, accountants, counsel, financial advisors, agents, lenders and other representatives of Buyer such party and its subsidiaries, reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, during the period prior to the Company’s and the Subsidiaries’ premises, Effective Time to all its respective properties, books books, contracts, commitments, personnel and recordsrecords and, Contracts during such period, each party shall, and shall cause each of its subsidiaries to, furnish promptly to the other party (a) a copy of each material report, schedule, registration statement and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer document filed by it with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers Governmental Entity and (yb) no such access shall be afforded or all other information shared as would be in violation of any applicable Lawsconcerning its business, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (properties and personnel as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementother party may reasonably request. (b) Each party of the parties hereto will hold, and will use its commercially reasonable best efforts to cause its Agents officers, employees, accountants, counsel and representatives (collectively its “Representatives”) to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws laws of Governmental Entities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a of Governmental AuthorityEntities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents Representatives in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, a party or its Agents or AffiliatesRepresentatives prior to disclosure by the other party hereto, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, a party and its Agents or Affiliates Representatives or (z) later acquired by the Company or Buyer, as applicable, a party or its Agents or Affiliates Representatives from another source if the recipient such party or such Representative is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates other party to keep such documents and information confidential. Notwithstanding any provision of this Agreement to the contrary, in the event that the receiving party is required under applicable law or regulation or stock exchange rules, or in a judicial, administrative or governmental proceeding to disclose any such documents or information, the receiving party will, unless prohibited by law, provide the disclosing party with prompt written notice of such requirement and all related proceedings so that the disclosing party may seek an appropriate protective order or waive its compliance with the confidentiality provisions of this Agreement. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may bea party, the other party will, and will cause its Agents Representatives to, promptly return (and in no event later than five (5) business days after such request) redeliver or cause to be returned redelivered all copies of documents and information furnished by the Company or Buyer, as applicable, requesting party or its Agents to such party and its Agents Representatives, including all copies thereof, in whatever media in connection with this Agreement or the transactions contemplated hereby or and destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, delivering party or its Agents or AffiliatesRepresentatives. Upon the written request of the disclosing party, the receiving party’s authorized representative shall provide a written certification that it has complied with the provisions of the preceding sentence. The return of any such documents and information will not relieve the receiving party of its obligation to maintain the confidentiality of such documents and information.

Access to Information; Confidentiality. (a) Between Pivotal shall, and shall cause each of its Subsidiaries to, afford to VMware, Merger Sub and their respective Representatives reasonable access during normal business hours, during the date period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and the earlier records and, during such period, Pivotal shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to furnish reasonably promptly to VMware: (i) the date on which this Agreement is terminated a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the terms hereof requirements of federal or state securities Laws and (ii) all other information concerning its business, properties and personnel as VMware or Merger Sub may reasonably request (including Tax Returns filed and those in preparation and the Closing Dateworkpapers of its auditors), except that the Company foregoing shall afford not require Pivotal to disclose any information to the officers extent such disclosure would contravene applicable Law. Promptly following the execution of this Agreement Pivotal shall designate a Pivotal lead integration manager reasonably satisfactory to VMware whose primary responsibilities and other representatives obligations will be to lead planning on Table of Buyer Contents behalf of Pivotal and, following the Closing, work with VMware’s lead integration manager regarding the integration of Pivotal and VMware. (b) To the extent VMware requests further information or investigation of the basis of any potential violations of Law, including Laws related to export control and Applicable Anti-Corruption Laws, Pivotal shall, and shall cause its Subsidiaries to, use commercially reasonable access, upon Buyer’s reasonable prior efforts to cooperate with such request and shall make available any personnel or experts engaged by Pivotal or its Subsidiaries reasonably necessary to accommodate such request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any . (c) All such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions held confidential in accordance with the terms of the Non-Disclosure Agreement between VMware and meetings with such customers and suppliers and Pivotal dated as of March 7, 2019 (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Lawsthe “Confidentiality Agreement”). No investigation pursuant to this paragraph section 5.4 or otherwise information provided, Made Available or delivered to VMware pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty contained in this Agreement remedies or any condition the conditions to the obligations of of, the parties heretohereunder. Any such information or material obtained pursuant to this Section 4.2 The parties acknowledge that constitutes “Evaluation Material” (as such term is defined in VMware and Pivotal have previously executed the Confidentiality Agreement) shall be governed by the terms of the , which Confidentiality AgreementAgreement will continue in full force and effect in accordance with its terms. (bd) Each party will holdNothing in this section 5.4 shall require Pivotal or its Subsidiaries to permit any inspection, provide any access or disclose any information that would (i) unreasonably interfere with Pivotal’s or its Subsidiaries’ business operations or (ii) result in the disclosure of any materials or information subject to the attorney-client privilege, work product doctrine or any other applicable privilege, except, that in each of clauses (i) and will (ii), Pivotal shall use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining minimize the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing effects of such documents restrictions or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents provide a reasonable alternative to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesaccess.

Access to Information; Confidentiality. (a) Between the date of this Agreement In connection with Buyer’s filing obligations under applicable securities Laws, Seller and the earlier of its Affiliates shall cooperate with Buyer and shall (i) the date on which this Agreement is terminated pursuant give Buyer and its authorized representatives reasonable access to the terms hereof books, records, work papers, offices and other facilities and properties of the Group Companies, (ii) the Closing Date, the Company shall afford permit Buyer to make such inspections thereof as Buyer may reasonably request and (iii) cause the officers of each of the Group Companies to furnish Buyer with such financial and operations data and other representatives of information as Buyer reasonable accessmay reasonably request; provided, upon Buyer’s reasonable prior requesthowever, that any such investigation shall be conducted during normal business hours and in a manner that does not disrupt or interfere with business operations, to under the Company’s and supervision of the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoingapplicable personnel of Seller, the Company or their Affiliates and in such a manner as to not interfere unreasonably with the operations of the Group Companies. Neither Seller nor the Group Companies shall not have be under any obligation to provide disclose to Buyer with (A) any such access or information the disclosure of which is subject to restricted by Contract or Law, (B) any information that, in the reasonable judgment of Seller or the Group Companies, as the case may be, would result in the disclosure of any trade secrets or competitively sensitive information or (C) any information that consists of accounting workpapers or that may adversely affect the attorney-client privilegeprivilege of Seller or the Group Companies, or prohibited under applicable Laws. The Company will also afford access by Buyer as the case may be; provided, however, that Seller and the Group Companies shall use commercially reasonable efforts to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be provide appropriate substitute arrangements in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to circumstances where this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementsentence applies. (b) Each party will holdFollowing the Closing, the Parties shall cooperate with each other reasonably and in good faith, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitationa timely manner, in connection with obtaining all Seller Litigation matters, by providing access to all such information and people as may be reasonably requested by any Party with respect to such matters. (c) Following the necessary approvals of this Agreement or Closing, the transactions contemplated hereby by a Governmental Authority)Seller and its Affiliates shall treat all documents and other information concerning the Group Companies, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, including all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents Buyer in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (xtogether, “Confidential Information”) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, confidential and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates refrain from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidentialusing any Confidential Information. In the event that this Agreement Seller or any of its Affiliates or representatives is terminated without the transactions contemplated hereby having been consummatedrequested or required pursuant to a written or oral question or request for information or documents in any Action to disclose any Confidential Information by judicial or administrative process or by other requirements of any applicable Law, upon Seller will notify Buyer promptly of the request or requirement, so Buyer may seek an appropriate protective order. If, in the absence of a protective order, Seller or such Affiliate is, on the advice of counsel, required or compelled to disclose any such Confidential Information by judicial or administration process or by other requirements of any applicable Law, Seller or such Affiliate may disclose such Confidential Information to the extent so required to be disclosed, without liability hereunder; provided, however that Seller and its Affiliates shall reasonably cooperate with Buyer’s efforts (if any) to obtain a protective order or other assurance that confidential treatment will be accorded to such portion of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause Confidential Information required to be returned all copies disclosed. Confidential Information does not include information that is generally available to the public immediately prior to the time of documents and information furnished by disclosure unless such Confidential Information is so available due to the Company actions of Seller or Buyer, as applicable, any of its respective Affiliates or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesrepresentatives.

Access to Information; Confidentiality. (a) Between From the date of this Agreement hereof until the Closing, the Company shall, and shall cause its Subsidiaries and the earlier officers, directors, employees, auditors and agents of the Company and its Subsidiaries to, afford the officers, employees and agents of Buyer reasonable access at all reasonable times to the officers, agents, properties, offices, plants and other facilities, books and records of the Company and each of its Subsidiaries, and shall furnish Buyer with such financial, operating and other data and information as Buyer, through their officers, employees or agents, or the Access Parties may reasonably request; provided, however, (i) that the date on officers, employees and agents of Buyer, and the Access Parities, shall not be permitted to conduct invasive environmental investigation or testing at any properties, offices, plants and other facilities at which this Agreement is terminated pursuant to the terms hereof Company conducts or has conducted operations and (ii) that the Closing DateCompany may restrict the foregoing access and information to the extent that the Company, in its reasonable judgment, determines that not doing so would (A) violate applicable Laws, (B) result in a risk of the loss of attorney-client privilege with respect to such information provided that the Company shall afford use reasonable best efforts to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and disclose such information in a manner way that does would not disrupt waive such privilege, or interfere with business operations, (C) result in a violation of an agreement to which the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, Company or any of its Subsidiaries is a party; provided that the Company shall not have use reasonable best efforts to give prompt notice to Buyer any obligation to provide Buyer with any such time the Company restricts access or information which is subject pursuant to attorneysub-client privilegeclauses (ii)(A), (ii)(B) or prohibited under applicable Laws(ii)(C). The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No Any investigation pursuant to this paragraph or otherwise Section 7.02 shall affect any representation or warranty contained be conducted in this Agreement or any condition a manner as not to interfere unreasonably with the obligations conduct of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms business of the Confidentiality AgreementCompany or its Subsidiaries. (b) Each party will hold, and will use its commercially reasonable efforts With respect to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose all information furnished by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault on behalf of the Company to Buyer or Buyerany of its representatives or agents under this Agreement, as applicableBuyer shall comply with, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will shall cause its Agents torepresentatives and agents to comply with, promptly return or cause to be returned all copies of documents and information furnished by their respective obligations under the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Nondisclosure Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesrelating thereto.

Access to Information; Confidentiality. (a) Between From the date of this Agreement and to the Effective Time or the earlier termination of (i) the date on which this Agreement is terminated pursuant Agreement, to the terms hereof and (ii) the Closing Dateextent permitted by applicable Law or regulation, upon reasonable prior written notice, the Company shall, and shall use its reasonable best efforts to cause its subsidiaries, officers, directors and employees to, afford to the officers Parent’s officers, employees, auditors and other authorized representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operationsto its officers, to the Company’s and the Subsidiaries’ premisesemployees, properties, offices, and other facilities and to all books and records, Contracts and shall furnish Parent with all financial, operating and other documents, financial and operating data and employeesinformation as Parent, through its officers, employees or authorized representatives, may from time to time reasonably request in writing, whether related to the transactions contemplated by the Transaction Documents, transition planning or post-closing integration; provided that any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Notwithstanding anything herein to the foregoingcontrary, neither the Company nor any of its subsidiaries shall not have any obligation be required to provide Buyer with any access to or to disclose information where such access or information which is subject to disclosure would violate or prejudice the rights of its clients, jeopardize the attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such privilege of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of its subsidiaries or contravene any applicable LawsLaw, including Antitrust Laws. No investigation pursuant to this paragraph rule, regulation, order, judgment, decree or otherwise shall affect any representation or warranty contained in this Agreement or any condition binding agreement entered into prior to the obligations date of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party of the Company, Parent and Merger Sub will hold, hold and treat and will use its commercially reasonable efforts to cause its Agents officers, employees, auditors and other authorized representatives to hold, hold and treat in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, confidence all documents and information concerning the other party and its Affiliates subsidiaries furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated herebyby this Agreement in accordance with the Confidentiality Agreement, except dated December 19, 2008, between the Company and Parent (the “Confidentiality Agreement”) which Confidentiality Agreement shall remain in full force and effect in accordance with its terms. The Confidentiality Agreement shall survive any termination of this Agreement. (c) No investigation pursuant to this Section 6.4 shall affect any representation or warranty in this Agreement of any party or any condition to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault obligations of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesparties.

Access to Information; Confidentiality. (a) Between Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company is a party, and except as would result in the loss or waiver of any attorney-client, work product or other applicable privilege, from the date of this Agreement to the Effective Time, the Company will, and will cause each of its directors, officers, employees, accountants, auditors, consultants, legal counsel, advisors (including financial advisors), agents and other representatives, (collectively, “Representatives” and, with respect to the earlier of Company, the “Company Representatives”) to: (i) provide to Parent and Merger Sub and their respective Representatives (the date on which this Agreement is terminated pursuant “Parent Representatives”) reasonable access at reasonable times during normal operating hours upon prior notice to the terms hereof officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries and to the books and records thereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, furnish promptly such financial and operating data and employees. Notwithstanding other information concerning the foregoingbusiness, properties, Contracts, assets, liabilities, personnel and other aspects of such party and its Subsidiaries as Parent or the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilegeParent Representatives may reasonably request; provided, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise Section 5.2 shall affect or be deemed to modify any representation or warranty contained in this Agreement made by the Company herein or any condition of the conditions to the obligations of the parties hereto. Any such information or material obtained hereto under this Agreement; provided, further, that any investigation pursuant to this Section 4.2 that constitutes “Evaluation Material” (5.2 shall be conducted in such manner as such term is defined not to interfere unreasonably with the conduct of the Company. The information referred to in the previous sentence shall be subject to the Confidentiality Agreement) shall be governed , dated December 11, 2015, by and between the terms of Company and Parent (the “Confidentiality Agreement”). The Company shall notify Parent in writing in the event that the Company seeks to withhold any information or documents pursuant to the exception set forth in the first sentence of this Section 5.2(a), and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, Nothing contained in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement will give Parent or Merger Sub, directly or indirectly, the transactions contemplated hereby by a Governmental Authority), right to control or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in direct the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault operations of the Company or Buyerprior to the Effective Time. Prior to the Effective Time, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyerwill exercise, as applicableconsistent with the terms and conditions of this Agreement, or complete control and supervision over its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesoperations.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant Subject to the terms hereof and (ii) the Closing Datecompliance with applicable law, the Company shall afford to the officers Parent, and to Parent's officers, employees, accountants, counsel, financial advisors and other representatives Representatives, reasonable access (including for the purpose of Buyer reasonable access, upon Buyer’s reasonable prior request, coordinating integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours and in a manner that does not disrupt or interfere with business operations, during the period prior to the Company’s Effective Time or the termination of this Agreement to all its and the its Subsidiaries’ premises, ' properties, books books, contracts, commitments, personnel and recordsrecords and, Contracts during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other documentsdocument filed by it during such period pursuant to the requirements of Federal or state securities laws and (b) all other information concerning its and its Subsidiaries' business, financial properties and operating data personnel as Parent may reasonably request and employeesreceive consistent with applicable law and agreements. Notwithstanding Without limiting the generality of the foregoing, the Company shall not have any obligation will afford to provide Buyer Parent and its Representatives access to, and facilitate and participate in discussions with, all drivers, team owners, sanctioning bodies, automobile manufacturers and other licensors for purposes of discussing such parties' license agreements and other Contracts with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company and its Subsidiaries; provided, that all such discussions shall be entitled to be present for all discussions arranged by the Company and meetings with such customers and suppliers and (y) no such access shall be afforded undertaken jointly by the Parent and the Company unless the Parent and the Company otherwise agree. Except for disclosures expressly permitted by the terms of the Confidentiality Agreement dated as of June 17, 2005 between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), Parent shall hold, and shall cause its officers, employees, accountants, counsel, financial advisors and other Representatives to hold, all information received from the Company, directly or information shared as would be indirectly, in violation of any applicable Laws, including Antitrust Lawsconfidence in accordance with the Confidentiality Agreement. No investigation pursuant to this paragraph Section 5.02 or otherwise shall information provided or received by any party hereto pursuant to this Agreement will affect any representation of the representations or warranty warranties of the parties hereto contained in this Agreement or any condition the conditions hereunder to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between From the date of this Agreement and until the Closing (or until the earlier termination of this Agreement in accordance with Section 8.1), upon reasonable notice, Seller shall, shall cause its applicable subsidiaries and shall use its reasonable best efforts to cause Rexam and Rexam’s applicable subsidiaries to: (i) the date on which this Agreement is terminated pursuant afford Purchaser and its authorized Representatives reasonable access to the terms hereof Business Real Property and related Books and Records; and (ii) the Closing Date, the Company shall afford furnish to the officers and other representatives authorized Representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, Purchaser such additional financial and operating data and employees. Notwithstanding other information regarding the foregoingBusiness (or copies thereof) as Purchaser may from time to time reasonably require in order to prepare for the Closing; provided, the Company shall not have any obligation to provide Buyer with however, that any such access or furnishing of information which shall be scheduled and coordinated through the Person(s) set forth on Schedule 4.3 and shall be conducted at Purchaser’s expense, during normal business hours, under the supervision of Seller’s or Rexam’s, as applicable, or their Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business; further provided, that neither Seller nor Rexam shall be required to disclose (or cause their respective Affiliates to disclose) any information to Purchaser if such disclosure would be reasonably likely to: (w) cause competitive harm to the Business if the Transaction is subject to not consummated; (x) jeopardize any attorney-client or other legal privilege, ; or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of contravene any applicable LawsLaws (including any Competition/Investment Law and any applicable Law relating to data protection), fiduciary duties or Contracts; and provided, further, that notwithstanding anything to the contrary herein, access to the Business Real Property shall not include the right to collect or otherwise take samples at said properties, including Antitrust Laws. No investigation pursuant to this paragraph samples of environmental media such as soils, surface waters, sediments or otherwise groundwater, or building materials. (b) The terms of the Confidentiality Agreement, dated as of July 14, 2015, between Purchaser and Seller (the “Confidentiality Agreement”), shall affect any representation or warranty contained continue in this full force and effect until the Closing, at which time such Confidentiality Agreement or any condition to and the obligations of the parties hereto. Any such information or material obtained pursuant to Purchaser under this Section 4.2 that constitutes “Evaluation Material” (4.3(b) shall terminate; provided, however, that, from and after the Closing, except as such term is defined in would have been permitted under the terms of the Confidentiality Agreement, Purchaser shall, and shall cause its Affiliates and their respective Representatives to, treat and hold as confidential, and not disclose to any Person, information related to the discussions and negotiations between the Parties regarding this Agreement and the Transaction and all confidential information relating to Seller and Rexam or their respective subsidiaries and Affiliates (other than confidential information relating to the Purchased Entities and the Purchased Assets). If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect in accordance with its terms. (c) Nothing provided to Purchaser pursuant to Section 4.3(a) shall in any way amend or diminish Purchaser’s obligations under the Confidentiality Agreement. Purchaser acknowledges and agrees that any information provided to Purchaser or its Affiliates or their respective Representatives pursuant to Section 4.3(a) or otherwise by or on behalf of Seller, Rexam or any Affiliate or Representative of any of them shall be governed by subject to the terms and conditions of the Confidentiality Agreement. (bd) Each party will holdFrom and after the Closing for a period of two (2) years, Seller agrees to, and will shall cause the Seller Entities, Rexam and the Rexam Entities and use its commercially reasonable best efforts to cause its Agents to holdtheir respective Representatives to, in strict confidence, unless (i) treat and hold as confidential (and not (except as expressly permitted by this Agreement or any Ancillary Agreement) disclose or provide access to any Person (other than Seller’s Affiliates and Representatives) to) any confidential and proprietary information to the extent relating to the Business and relating to trade secrets, processes, product development, price, customer and supplier lists, pricing and marketing plans, policies and strategies, details of client and consultant contracts, operations methods, product development techniques, business acquisition plans, new personnel acquisition plans and all other confidential or proprietary information with respect to the Purchased Entities, the Purchased Assets or the Business unless such information (A) is or becomes generally available to, or known by, the public through no disclosure in violation hereof of Seller or its Affiliates or any of its or their Representatives, (B) is required to be publicly disclosed by Law or the rules or regulations of any U.S. or foreign securities exchange or similar organization, or (C) becomes available to Seller or its Affiliates or their respective Representatives from and after the Closing, from a third party source that is not known by Seller to be under any obligations of confidentiality in respect of such information, (ii) in the event that Seller, Rexam, any Seller Entity, Rexam Entity or any of their respective Representative becomes legally compelled to disclose any such information, provide Purchaser (to the extent permitted by judicial Law and reasonably practicable) with prompt written notice of such requirement so that Purchaser may seek, at Purchaser’s sole expense, a protective order or administrative process other remedy or by waive compliance with this Section 4.3(d) and (iii) in the event that such protective order or other requirements remedy is not obtained, or Purchaser waives compliance with this Section 4.3(d), furnish only that portion of applicable Laws (includingsuch confidential information which is legally required to be provided. In addition, without limitationthe foregoing shall not prohibit Seller, its Affiliates or any of their respective Representatives from using the confidential information described in Section 4.3(d)(i) for the purpose of complying with the terms of this Agreement or any of the Ancillary Agreements or any Contract that has not been assigned or transferred pursuant to Section 1.13. Furthermore, the provisions of this Section 4.3(d) will not prohibit any retention of copies of records or any disclosure in connection with obtaining the necessary approvals preparation and filing of financial statements or Tax Returns of Seller or its Affiliates or any disclosure made in connection with the enforcement of any right or remedy relating to this Agreement Agreement, the Ancillary Agreements or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesthereby.

Access to Information; Confidentiality. (a) Between Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of (i) the date on which Effective Time and the termination of this Agreement is terminated pursuant to the terms hereof Section 8.01, upon reasonable notice, each of Parent and (ii) the Closing Date, the Company shall, and shall cause each of their respective Subsidiaries to, afford to the officers each other and other representatives of Buyer to their respective Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesofficers, employees, agents, properties, books and recordsbooks, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoingrecords of Parent, the Company or their respective Subsidiaries, as applicable (other than any of the foregoing that relate to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.03 to any Company Takeover Proposal) and Parent or the Company, as applicable, shall, and shall cause its Subsidiaries to, furnish promptly to the other party and such other party’s Representatives such information concerning its business, personnel, assets, liabilities and properties as such other party may reasonably request; provided that such requesting party and its Representatives shall conduct any such activities in such a manner as not have to interfere unreasonably with the business or operations of the providing party; provided further, however, that neither Parent, the Company nor any obligation of their respective Subsidiaries shall be obligated to provide Buyer with any such access or information which if such party determines, in its reasonable judgment, that doing so is subject reasonably likely to (i) violate applicable Law or an applicable Judgment or (ii) jeopardize the protection of an attorney-client privilege, attorney work product protection or prohibited under other legal privilege. In any such event, Parent or the Company, as applicable, shall, and shall cause its Subsidiaries to, use its reasonable best efforts to communicate, to the extent feasible, the applicable Laws. The Company will also afford access by Buyer to information in a way that would not violate applicable Law, Judgment or obligation or risk waiver of such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with privilege or protection or risk such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Lawsliability, including Antitrust Lawsentering into a joint defense agreement, common interest agreement or other similar arrangement. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such All requests for information or material obtained made pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) 6.02 shall be governed directed to the executive officer or other Person designated by the other party. Until the Effective Time, all information provided will be subject to the terms of the letter agreement dated as of March 27, 2017, by and among the Company and Parent (the “Confidentiality Agreement”). (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant Subject to applicable Law relating to the terms hereof and (ii) the Closing Dateexchange of information, the Company shall afford to the officers Parent and other representatives of Buyer Parent’s Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all of its and its Subsidiaries’ properties, books, Contracts, personnel and records and the Company shall furnish promptly to Parent (i) a copy of each report, schedule, registration statement and other document filed by it pursuant to the requirements of federal or state securities Laws to the extent copies of such reports, schedules and other documents are not accessible via the SEC’s XXXXX database, (ii) other information concerning its and its Subsidiaries’ business, properties and personnel as Parent or any of its Representatives may reasonably request; and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that the Company may restrict the foregoing access if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a manner Contract or obligation of confidentiality owing to a third-party or jeopardize the protection of an attorney-client privilege or the attorney work product doctrine. The information provided will be subject to the terms of the Confidentiality Agreement. Parent, Merger Sub and their representatives may not conduct any environmental sampling or require that does not disrupt or interfere with business operationsthe Company do so (which in all cases shall be at Parent’s sole expense), to without the Company’s and the Subsidiaries’ premisesconsent, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company which consent shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Lawsunreasonably withheld. No investigation pursuant to this paragraph Section 6.7 or otherwise shall information provided, made available or delivered to Parent pursuant to this Agreement (other than, subject to Section 9.8, information contained in the Company Disclosure Schedule) will affect any representation of the representations or warranty warranties of the Company contained in this Agreement or any condition the conditions hereunder to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between the date of this Agreement The Company shall, and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall cause the Subsidiaries to, afford to the NESR and its accountants, counsel, financial advisors, directors, officers and other representatives of Buyer employees reasonable access, upon Buyer’s reasonable prior request, during normal business hours upon reasonable notice throughout the period prior to the earlier of NESR Closing and the termination of this Agreement in a manner that does not disrupt or interfere accordance with business operationsthe terms hereof, to the Company’s and the Subsidiaries’ premisesrespective books, propertiesfinancial information (including working papers and data in the possession of the Company’s or the Subsidiaries’ or their respective independent public accountants, books internal audit reports, and records“management letters” from such accountants with respect to the Company’s or any of the Subsidiaries’ systems of internal control), Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, records of the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except Subsidiaries to the extent that such documents or information can be shown to have been (x) previously known by required for the purposes of monitoring the financial performance of the Company, preparing for the transition of the ownership of the Company to NESR or Buyerpreparing the Proxy and, during such period, shall furnish as applicable, or its Agents or Affiliates, (y) soon as reasonably practicable such information in the public domain (either prior to possession or after the furnishing of such documents or information hereunder) through no fault control of the Company or Buyerany Subsidiary concerning the businesses, as applicable, properties and its Agents or Affiliates or (z) later acquired by personnel of the Company or Buyerand the Subsidiaries as NESR shall reasonably request for any such purpose; provided, as applicablehowever, or its Agents or Affiliates from another source if such investigation shall not disrupt the recipient is not aware that Company’s operations in any material manner. The Company shall authorize and direct the appropriate directors, managers and employees of each such source is under an obligation Subsidiary to discuss matters involving the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents operations and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request business of the Company or Buyersuch Subsidiary, as the case may be, with NESR during normal business hours and upon reasonable notice and then only to the other party willextent that it will not and is not reasonably likely to disrupt the Company’s operations in any material manner. All information provided to, or obtained by, the Purchaser, the Company, or the Selling Stockholders in relation to the subject matter of, and will cause its Agents negotiations leading to, promptly return or cause this Agreement, including but not limited to the terms of this Agreement, shall be returned all copies of documents considered “Confidential Information” and information furnished kept strictly confidential by the Parties; provided that the Purchaser and the Company may disclose such information as is necessary: (i) to fulfill the Condition; or Buyer, as applicable(ii) to include in the Proxy. No information provided to or obtained by the Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to the Purchaser (including the Purchaser’s right to any damages), or its Agents to such party and its Agents in connection with this Agreement the warranties of, or the transactions contemplated hereby or destroy or cause conditions to be destroyed all such documentation and information and all notesthe obligations of, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesParties.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateUpon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, in a manner not disruptive to the officers operations of the business of the Company and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior requestits Subsidiaries, during normal business hours and in a manner that does not disrupt upon reasonable notice throughout the period prior to the Effective Time (or interfere with business operationsuntil the earlier termination of this Agreement), to the Company’s and the Subsidiaries’ premises, properties, books and recordsrecords of the Company and its Subsidiaries, Contracts to the officers of the Company and other documentsto the personnel of the Company Investment Adviser (provided, financial and operating data and employees. Notwithstanding that with respect to the foregoing, personnel of the Company Investment Adviser the Company shall not have any obligation use reasonable best efforts to provide Buyer with such access) and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such access disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or information its Subsidiaries if the transactions contemplated hereby are not consummated, (ii) violate Applicable Law or the provisions of any Contract to which the Company or any of its Subsidiaries is subject to a party or (iii) jeopardize any attorney-client client, attorney work product or any other legal privilege; provided, or prohibited under applicable Laws. The Company that the parties will also afford access by Buyer use reasonable best efforts to such make appropriate substitute arrangements in circumstances where any of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that the foregoing clauses (xi)-(iii) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (yof this Section 6.5(a) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Lawsapplies. No investigation or access permitted pursuant to this paragraph or otherwise Section 6.5(a) shall affect or be deemed to modify any representation or warranty contained in this Agreement or made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated hereby. The Confidentiality Agreement) Agreement shall be governed apply with respect to information furnished by the terms of Company, the Confidentiality AgreementCompany Investment Adviser, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder. (b) Each party will holdUpon reasonable notice, Parent shall (and will use shall cause each of its commercially Subsidiaries and Acquisition Sub to) afford reasonable efforts access to cause its Agents to holdthe Company’s Representatives, in strict confidencea manner not disruptive to the operations of the business of Parent and its Subsidiaries, unless during normal business hours and upon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to the properties, books and records of Parent and its Subsidiaries and to the officers of Parent and the personnel of the Parent External Adviser and, during such period, shall (and shall cause each of its Subsidiaries (including Acquisition Sub) to) furnish promptly to such Representatives all information concerning the business, properties and personnel of Parent and its Subsidiaries (including Acquisition Sub) as may reasonably be requested; provided, however, that nothing herein shall require Parent or any of its Subsidiaries (including Acquisition Sub) to disclose any information to the Company if such disclosure would, in the reasonable judgment of Parent, (i) compelled cause significant competitive harm to disclose by judicial Parent or administrative process or by other requirements of applicable Laws its Subsidiaries (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or including Acquisition Sub) if the transactions contemplated hereby by a Governmental Authority)are not consummated, or (ii) disclosed in an action violate Applicable Law or proceeding brought by the provisions of any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party hereto or (iii) jeopardize any attorney-client, attorney work product or any or other legal privilege; provided, that the parties will use reasonable best efforts to make appropriate substitute arrangements in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault circumstances where any of the foregoing clauses (i)-(iii) of this Section 6.5(b) applies. No investigation or access permitted pursuant to this Section 6.5(b) shall affect or be deemed to modify any representation or warranty made by Parent or Acquisition Sub hereunder. The Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware agrees that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party willit will not, and will cause its Agents Representatives not to, promptly return use any information obtained pursuant to this Section 6.5(b) for any competitive or cause other purpose unrelated to be returned all copies the consummation of documents and the transactions contemplated hereby. The Confidentiality Agreement shall apply with respect to information furnished by Parent, the Company or BuyerParent External Adviser, as applicableits Subsidiaries, or its Agents to such party Acquisition Sub and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notesParent’s officers, memoranda, summaries, analyses, compilations employees and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesRepresentatives hereunder.

Access to Information; Confidentiality. (a) Between the date of this Agreement Subject to compliance with applicable Law and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateSection 6.3(b), the Company shall, and shall afford cause its Subsidiaries to, give Parent and its Representatives reasonable access to the officers and other representatives of Buyer reasonable accessoffices, upon Buyer’s reasonable prior requestfacilities, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisespersonnel, properties, books and recordsrecords of the Company and its Subsidiaries (including giving permission to the Company's auditors to share its work papers) during normal business hours, Contracts furnish to Parent and other documents, its Representatives such financial and operating data and employeesall other information as such Persons may reasonably request and shall instruct its Representatives to cooperate with Parent in its investigation of the business of the Company; provided, however, that no investigation of the Company's business shall affect any representation or warranty made by the Company hereunder. Each party will use its reasonable best efforts to minimize any disruption to the businesses of the Company and its Subsidiaries that may result from requests for access, data and information hereunder. (b) All information provided or obtained in connection with the transactions contemplated hereby will be held by Parent in accordance with the Confidentiality Agreement, dated August 6, 2004, between Parent and the Company (the "Confidentiality Agreement"). In the event of a conflict or inconsistency between the terms hereof and the Confidentiality Agreement, the terms hereof will govern. Notwithstanding the foregoing, the Company shall not have any obligation be required to provide Buyer with any such access information that it reasonably believes it may not provide to Parent by reason of contractual or information which is subject to attorney-client privilegelegal restrictions, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any including applicable Laws, including Antitrust Lawsor which it believes is competitively sensitive information. No investigation pursuant In addition, the Company may designate any competitively sensitive information provided to this paragraph or otherwise shall affect any representation or warranty contained in Parent under this Agreement as "outside counsel only" and such information shall be given only to the outside counsel of Parent and may not be shared with Parent or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights Subsidiaries or in the exercise any of its remedies hereunder, all documents and information concerning the their respective Representatives (other party and its Affiliates furnished to it by than such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesoutside counsel).

Access to Information; Confidentiality. From the date hereof until earlier of the Closing or termination of this Agreement, the Company shall: (a) Between the date of this Agreement afford Purchaser and its Representatives reasonable access to and the earlier of (i) right to inspect the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Datefacilities, the Company shall afford to the officers and other representatives of Buyer reasonable accessassets, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts contracts, and agreements of the Company; (b) make the officers and Employees of the Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, operating and other documents, financial and operating data and employees. Notwithstanding the foregoing, information related to the Company shall not have as Purchaser or any obligation of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to provide Buyer cooperate with Purchaser in its investigation of the Company; provided, however, that any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company investigation shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition conducted during normal business hours upon reasonable advance notice to the obligations Shareholders Representative, under the supervision of the parties heretoCompany’s personnel and in such a manner as not to interfere with the normal operations of the Company. Any such information or material obtained All requests by Purchaser for access pursuant to this Section 4.2 that constitutes “Evaluation Material” (6.1 shall be submitted or directed exclusively to the Shareholders Representative, or such other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such term is defined disclosure would, in the Confidentiality AgreementShareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other privilege; (ii) contravene any applicable Law; or (iii) cause disclosure of any trade secrets, provided that in each such case, the Shareholders and the Company shall cooperate with Purchaser to enable Purchaser to enter into appropriate confidentiality or similar arrangements so that Purchaser may have reasonable access to such information. Prior to the Closing, without the prior written consent of the Shareholders Representative, which consent shall not be governed unreasonably withheld, conditioned or delayed, Purchaser shall not contact any suppliers to, or customers of, the Company and Purchaser shall have no right to perform invasive or subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts Agreement with respect to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents any access or information can be shown provided pursuant to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesSection 6.1.

Access to Information; Confidentiality. (a) Between Subject to applicable law relating to the exchange of information, the parties shall afford to each other and the other’s accountants, counsel, financial advisors, sources of financing and other representatives reasonable access during normal business hours with reasonable notice throughout the period from the date hereof until the Effective Time to all of this Agreement their respective properties, books, contracts and the earlier of records (including, but not limited to, Tax Returns) and, during such period, shall furnish promptly (i) the date on which this Agreement is terminated a copy of each report, schedule and other document filed or received by any of them pursuant to the terms hereof requirements of federal or state securities laws or filed by any of them with the SEC in connection with the transactions contemplated by this Agreement, and (ii) the Closing Datesuch other information concerning its businesses, the Company properties and personnel as any party shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior reasonably request, during normal business hours and will use reasonable efforts to obtain the reasonable cooperation of its officers, employees, counsel, accountants, consultants and financial advisors in connection with the review of such other information by the parties and their respective representatives. (b) All nonpublic information provided to, or obtained by, a manner that does not disrupt or interfere party regarding another party in connection with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. transactions contemplated hereby shall be “Proprietary Information.” Notwithstanding the foregoing, the Company term Proprietary Information shall not have any obligation include information that (i) is or becomes within the public domain through no act of the receiving party in breach of this Section 6.04, (ii) was in the possession of the receiving party prior to provide Buyer with any such access its disclosure or information which transfer hereunder, (iii) is subject to attorney-client privilegeindependently developed by the receiving party, or prohibited under applicable Laws(iv) is received from another source without any restriction on use or disclosure through no act of the receiving party in breach of this Section 6.04. (c) Except as specifically provided herein, each party agrees that it shall not disclose any Proprietary Information to any third party nor use any Proprietary Information of another party for any purpose other than as may be necessary in connection with the transactions contemplated hereby. The Company will also afford access by Buyer parties shall each protect all Proprietary Information with the same degree of care as it applies to such of protect its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) own proprietary information. As used herein, the Company term “third party” shall be entitled broadly interpreted to include any corporation, company, partnership or individual. (d) Notwithstanding the foregoing, a party may disclose such Proprietary Information to its directors, officers, employees, consultants, agents and representatives who need to know such Proprietary Information in connection with the transactions contemplated hereby (it being understood that such directors, officers, consultants, agents and representatives shall be informed by the receiving party of the confidential nature of such Proprietary Information and will agree to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed bound by the terms of this Section 6.04), provided, that, the Confidentiality Agreementreceiving party agrees to be responsible for any breach of this Section 6.04 by such persons. (be) Each The parties agree that all communications with the other parties and all requests for information related thereto will be submitted only to persons specifically designated in writing by the parties. (f) In the event a party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled is legally requested or required to disclose by judicial Proprietary Information of the other party, the receiving party shall promptly notify the disclosing party of such request or administrative process requirement so that the disclosing party may seek an appropriate protective order or by other requirements of applicable Laws (including, without limitation, in connection with obtaining waive the necessary approvals provisions of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidentialSection 6.04. In the event that this Agreement such protection or other remedy is terminated without not obtained or that the transactions contemplated hereby having been consummateddisclosing party waives compliance, upon the request receiving party agrees to furnish only that portion of the Company or BuyerProprietary Information which it is advised by counsel is legally required. Notwithstanding anything to the contrary in this Agreement, as the case may be, the a disclosing party shall not be required to provide any information to any other party willwhich it reasonably believes it may not provide to another party by reason of applicable law, and will cause its Agents torules or regulations, promptly return or cause to be returned all copies of documents and which constitutes information furnished protected by the Company or Buyer, as applicableattorney/client privilege, or its Agents which the disclosing party or any subsidiary is required to such party and its Agents in connection keep confidential by reason of Contract, agreement or understanding with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesthird parties.

Access to Information; Confidentiality. (a) Between From the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) until the Closing Date, Sellers shall cause the Acquired Companies and the Acquired Company shall Subsidiaries to afford to Buyer and to the officers officers, employees and other representatives of Buyer reasonable access, access upon Buyer’s reasonable prior request, advance notice at reasonable times during normal business hours to all of the Acquired Companies’ and the Acquired Company Subsidiaries’ properties, books, contracts and records, and Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to furnish to Buyer such information concerning their business, properties, financial condition, operations and personnel as Buyer may from time to time reasonably request, other than any such properties, books, contracts and records that (a) are subject to an attorney-client or other legal privilege or (b) are subject to an obligation of confidentiality or privacy provided that, if applicable, Sellers shall use commercially reasonable efforts to obtain the consent of any third party to waive any such confidentiality or privacy obligations; provided, however, that Buyer’s investigation shall be conducted in a manner that that: (i) is in compliance with applicable Requirements of Law; (ii) does not disrupt result in the disclosure of any trade secrets of third parties or any trade secrets of Sellers or of any of their Affiliates; and (iii) does not unreasonably interfere with business the normal operations, to customers and employee relations of any Seller or any Affiliate of such Seller (including the Company’s Acquired Companies and the Acquired Company Subsidiaries’ premises). To the extent any material is withheld due to a claim of privilege, propertiesconfidentiality or privacy, books Sellers shall cause the Acquired Companies and recordsthe Acquired Company Subsidiaries to give Buyer a list identifying the nature of such items and stating the nature of claim of privilege, Contracts and other documents, financial and operating data and employeesconfidentiality or privacy. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such All requests for access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (shall be directed to such Person or Persons as such term is defined Sellers shall designate. Any information obtained by Buyer and by the officers, employees and other representatives of Buyer with respect to Sellers and their Affiliates shall be subject to the terms and conditions set forth in the Confidentiality Agreement) shall be governed by , the terms and conditions of which are incorporated herein by reference. Sellers shall permit Buyer and representatives of Buyer to consult with Milliman and to have access to Milliman for the purpose of performing work requested by Buyer (to the extent Milliman agrees to provide such consultation or work to Buyer). Buyer shall pay all of the Confidentiality Agreement. (b) Each party will hold, fees and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose expenses incurred by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, Sellers and their Affiliates in connection with obtaining the necessary approvals of this Agreement any such consultation or the transactions contemplated hereby work performed by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesMilliman.

Access to Information; Confidentiality. (a) Between From the date hereof until the consummation of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateTender Offer, the Company shall, and shall cause its subsidiaries, officers, directors, employees and agents to, afford to the officers Purchaser and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s officers, employees and agents of the Subsidiaries’ premisesPurchaser access at all reasonable times to their officers, employees, agents, properties, books books, records and recordscontracts, Contracts and shall furnish the Purchaser all financial, operating and other documents, financial and operating data and employees. Notwithstanding information as the foregoingPurchaser may request as necessary to consummate the transactions contemplated hereby including, without limitation, as necessary for consultants and advisors hired by the Company at the request of the Purchaser; provided, however, that the Company shall not have any obligation be required to provide Buyer disclose or permit access to certain information regarding the Company's business which the Company reasonably determines after consultation with any such counsel would be inappropriate to disclose or to permit access to the Purchaser due to competitive or information which is subject to attorney-client privilege, or prohibited under applicable Lawsregulatory considerations. The Company will also shall, and shall cause it subsidiaries, officers, directors, employees and agents to, afford access the outside counsel of the Purchaser with such information concerning the Company as may be necessary to file any notification report filed under the HSR Act (and any additional information or documentary material supplied in response to any request pursuant to the HSR Act or any other filing), or to respond to any investigation by Buyer the DOJ, the FTC or state attorneys general. Subject to the requirements of law or judicial process, the Purchaser shall hold in confidence all such information, on the terms and subject to the conditions contained in the letter agreement dated [November] __, 1999 (the "Confidentiality Agreement") the provisions of which shall survive the termination of this Agreement, the Purchaser shall deliver to the Company all documents, work papers and other material (including copies) obtained by the Purchaser or on its Top Customers behalf from the Company, as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof, and Top Suppliers as Buyer reasonably requestsshall destroy all documents, work papers and other materials (including copies) containing all such information; provided provided, however, that (x) in the event that any litigation or investigation has been instituted or threatened, the Company shall be entitled to be present for retain all discussions documents, work papers and meetings with such customers and suppliers and other materials (yincluding copies) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant otherwise subject to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to destruction under this Section 4.2 that constitutes “Evaluation Material” (as for the pendency of such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementlitigation or investigation. (b) Each party will holdThe Purchaser shall, and will use its commercially reasonable efforts to shall cause its Agents subsidiaries, officers, directors, employees and agents to, afford the officers, employees and agents of the Company with such information concerning the Purchaser as may be necessary for the Company to holdascertain the accuracy and completeness of the information supplied by the Purchaser for inclusion in the Proxy Statement. The Purchaser shall, and shall cause its subsidiaries, officers, directors, employees and agents to, afford the outside counsel of the Company with such information concerning Parent and the Purchaser as may be necessary to file any notification report filed under the HSR Act (and any additional information or documentary material supplied in strict confidenceresponse to any request pursuant to the HSR Act or any other filing), unless (i) compelled or to disclose respond to any investigation by judicial the DOJ, the FTC or administrative process or by other state attorneys general. Subject to the requirements of applicable Laws law or judicial process, the Company shall hold in confidence all such information, and, upon the consummation of the Tender Offer or termination of this Agreement, the Company shall deliver to the Purchaser all documents, work papers and other material (includingincluding copies) obtained by the Company or on its behalf from the Purchaser, without limitation, in connection with obtaining the necessary approvals as a result of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated herebyherewith, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to whether so obtained before or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicableexecution hereof, and its Agents or Affiliates or shall destroy all documents, work papers and other materials (zincluding copies) later acquired by the Company or Buyercontaining all such information; provided, as applicablehowever, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyerthat, as applicable, or such party’s Affiliates to keep such documents and information confidential. In in the event that this Agreement is terminated without the transactions contemplated hereby having any litigation or investigation has been consummated, upon the request of the Company instituted or Buyer, as the case may bethreatened, the other party willPurchaser shall be entitled to retain all documents, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations work papers and other writings related thereto materials (including copies) otherwise subject to destruction under this Section for the pendency of such litigation or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesinvestigation.

Access to Information; Confidentiality. (a) Between From the date of this Agreement until the Effective Time and subject to Applicable Law, the earlier of Company shall, and shall cause its Subsidiaries to, upon reasonable notice, (i) the date on which this Agreement is terminated pursuant give to the terms hereof and (ii) the Closing DateParent, the Company shall afford to the officers its counsel, financial advisors, auditors and other authorized representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesits offices, properties, books and records, Contracts (ii) furnish to Parent, its counsel, financial advisors, auditors and other documents, authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in its investigation. Notwithstanding Any investigation pursuant to this Section 6.02 shall be conducted in accordance with Applicable Law and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or impose any material costs on the Company and its Subsidiaries and no investigation pursuant to this Section 6.02 shall include invasive environmental sampling. Parent hereby acknowledges and agrees that it is not authorized to and shall not (and shall not permit any of its Representatives to contact any employee of the Company or its Subsidiaries for purposes of discussing the transactions contemplated by this Agreement prior to the Closing without the prior written consent of the Company (which such consent shall not be unreasonably withheld, conditioned or delayed)). Parent hereby acknowledges and agrees that any contact with suppliers, distributors, customers or other business relations of the Company and its Subsidiaries for purposes of discussing the transactions contemplated by this Agreement prior to the Closing shall be conducted in accordance with Applicable Law and in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries or disparage the Company and its Subsidiaries. All requests for information made pursuant to this Section 6.02 shall be directed to an executive officer of the Company. (b) Nothing contained in this Section 6.02 shall, prior to the Effective Time, require the Company or its Subsidiaries to take any action that would, based on the advice of outside legal counsel, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to third parties; provided, however, that if any information is withheld by the Company or any of its Subsidiaries pursuant to the foregoing, the Company shall not have inform Parent as to the general nature of what is being withheld; and provided, further, that the Company shall use its reasonable best efforts to (i) accommodate any obligation to provide Buyer with any such request from Parent for access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 6.02 in a manner that constitutes “Evaluation Material” (as does not result in such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial a waiver or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), violation or (ii) disclosed in an action obtain the required consent of such third party to provide such access or proceeding brought disclosure. For a period of six years following the Closing, or such longer period as may be required by a party hereto in pursuit Applicable Law or necessitated by applicable statutes of limitations, Parent shall, and shall cause the Surviving Corporation and its rights or Subsidiaries to, maintain all such books and records in the exercise jurisdiction in which such books and records were located prior to the Closing Date and shall not destroy or dispose of any such books and records. On and after the end of such period, Parent shall, and shall cause the Surviving Corporation and its remedies hereunderSubsidiaries to, all documents provide the Securityholders’ Representative with at least 10 Business Days prior written notice before destroying any such books and records, during which period the Securityholders’ Representative may elect to take possession, at its own expense, of such books and records. (c) All information concerning furnished pursuant to this Section 6.02 shall be subject to the confidentiality agreement, dated as of February 25, 2013 and the letter agreement, dated as of December 20, 2013, in each case among IPC Manager III, L.P., the Company and Parent (collectively, the “Confidentiality Agreement”). (d) No investigation by any of the parties or their respective Representatives shall modify, nullify, amend or otherwise affect the representations, warranties, covenants or agreements of the other party parties set forth herein. (e) At the written request of Parent, the Company and its Affiliates furnished to it by such other party Subsidiaries shall provide notice to, or its Agents engage in connection with this Agreement consultation procedure with, unions, works councils, labor organizations or the transactions contemplated herebysimilar bodies, except in each case, to the extent that such documents notice or information can consultation is required to be shown to have been (x) previously known made by the Company Applicable Law or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either Contract prior to or after the furnishing of such documents or information hereunder) through no fault Closing. The Company shall keep Parent fully informed of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request status of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesany consultation procedures.

Access to Information; Confidentiality. (a) Between From the date of this Agreement until the Effective Time and subject to Applicable Law, the earlier of Company shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent and its Representatives and the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer Financing Parties reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesits offices, properties, books and records, Contracts (ii) furnish to Parent and other documentsits Representatives and the Financing Parties, such financial and operating data and employees. Notwithstanding other information as such Persons may reasonably request and (iii) instruct its Representatives to cooperate with Parent and its Representatives and the foregoingFinancing Parties in its investigation, provided that prior to the Company shall not have disclosure of any obligation to provide Buyer with such information or granting of any such access or information which is subject to attorney-client privilegea Financing Party, or prohibited under applicable Laws. The Company will also afford access by Buyer to either such of its Top Customers and Top Suppliers as Buyer Financing Party shall have entered into a reasonably requests; provided that (x) acceptable confidentiality agreement with the Company or Parent shall be entitled have entered into a written agreement, whereby it agrees to be present fully responsible for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation the disclosure of any applicable Laws, including Antitrust Lawssuch information by any such Financing Party in breach of the Confidentiality Agreement. No Any investigation pursuant to this paragraph or otherwise Section 5.03 shall affect any representation or warranty be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Agreement Section 5.03 shall, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any condition of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the obligations of the parties hereto. Any such Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information or material obtained pursuant to this Section 4.2 5.03 in a manner that constitutes “Evaluation Material” does not result in such a waiver or violation (as such term is defined in the Confidentiality Agreement) shall be governed including by the terms of the Confidentiality Agreemententering into joint defense or similar agreements with respect thereto). (b) Each party will holdFrom the date of this Agreement until the Effective Time and subject to Applicable Law, Parent shall, and will use its commercially reasonable efforts to shall cause its Agents to holdSubsidiaries to, in strict confidenceupon reasonable notice and request, unless (i) compelled give the Company and its Representatives reasonable access during normal business hours to disclose by judicial or administrative process or by other requirements of applicable Laws (includingits offices, without limitationproperties, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority)books and records, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation furnish to the Company or Buyerand its Representatives, such financial and operating data and other information as applicable, or such party’s Affiliates Persons may reasonably request and (iii) instruct its Representatives to keep cooperate with the Company and its Representatives in its investigation. Any investigation pursuant to this Section 5.03 shall be conducted in such documents and information confidential. In manner as not to interfere unreasonably with the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request conduct of the business of Parent. Nothing contained in this Section 5.03 shall, prior to the Effective Time, require Parent to take any action that would, in the good faith judgment of Parent, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by Parent or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that Parent shall make a good faith effort to accommodate any request from the Company and its Representatives for access or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return information pursuant to this Section 5.03 in a manner that does not result in such a waiver or cause to be returned all copies of documents and violation (including by entering into joint defense or similar agreements with respect thereto). (c) All information furnished by pursuant to this Section 5.03 shall be subject to the confidentiality agreement, dated as of November 30, 2010, between Parent and the Company (the “Confidentiality Agreement”). The parties acknowledge and agree that nothing in the Confidentiality Agreement shall be deemed to restrict Parent from engaging in discussions and negotiations or Buyer, making proposals as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesSection 5.02(d).

Access to Information; Confidentiality. (a) Between From the date of this Agreement and hereof until the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateDate and the termination of this Agreement, the Company Seller shall afford to the officers grant Purchaser and other its representatives of Buyer (at Purchaser’s sole cost and expense) reasonable access, upon Buyer’s reasonable prior request, during normal business hours and upon reasonable notice (and in the event of any facility visit request, at least 48 hours prior notice), to the personnel, facilities, book and records of the Seller Group related to the Business or the Transferred Assets, that are in the possession or under the control of the Seller Group; provided, however, that (i) all requests for access shall be directed to Xxx Xxxxxxx (email: xxx.xxxxxxx@xxxx.xxx) or such other person(s) as the Seller may designate in writing from time to time (the “Seller Access Contact”), (ii) such activities do not unreasonably interfere with the ongoing business or operations of the Seller Group, (iii) the Seller shall have the right to have one or more of its representatives present at all times during any visits, examinations, discussions or contacts contemplated by this Section 6.2(a), (iv) such access or related activities would not cause a violation of any agreement to which any member of the Seller Group is a party, (v) no Personal Information shall be disclosed or used other than in compliance with applicable privacy law and (vi) nothing herein shall require any member of the Seller Group or their representatives to furnish to Purchaser or provide Purchaser with access to information that (A) is subject to an attorney-client or an attorney work-product privilege, (B) legal counsel for the Seller Group reasonably concludes may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law or (C) would cause significant competitive harm to the Seller Group if the Transactions are not consummated. Without limiting the generality of the foregoing, the Seller will make available to Purchaser true, correct and complete copies of each of the Assigned Contracts listed on Schedule 2.1(c), together with all amendments thereto. Seller will make the Business Software available to a third party consultant engaged by Purchaser and reasonably acceptable to Seller (such vendor, the “Software Consultant”) for inspection and analysis upon reasonable notice, including providing the Software Consultant with reasonable access to inspect and examine the source code (and, via “over the shoulder” access via Seller’s personnel, access to the relevant source code repositories) for the Business Software and related documentation, including any Business Software specifications. Software Consultant’s access shall be provided solely during Seller’s regular business hours on Business Days and in a manner that does not disrupt or unreasonably interfere with business operations, the operation of Seller’s businesses (including the Business). Seller shall not be required to make Business Software available to the Company’s Software Consultant if Software Consultant does not execute a non-disclosure agreement with Seller that is reasonably acceptable to Seller and that prohibits Software Consultant from disclosing any source code of the Subsidiaries’ premisesBusiness Software to any third party including Purchaser or any of its Affiliates. To the extent that the Software Consultant identifies any material security weaknesses or vulnerabilities in the Business Software, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation Seller agrees to provide Buyer with use commercially reasonable efforts to materially remediate any such access or information which is subject to attorney-client privilege, or prohibited under applicable Lawsmaterial defects promptly. The Company will also afford access by Buyer to Seller shall provide Purchaser with a proposed plan for remediating any such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementdefects. (b) Each party will holdNotwithstanding anything to the contrary contained in this Agreement, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining from the necessary approvals date of this Agreement until the Closing Date, Purchaser shall not, and shall cause its representatives not to, have any contact or discussions concerning any member of the Seller Group, the Business or the transactions contemplated hereby Transaction with any Person known by Purchaser to be a Governmental Authority)lender, borrower, creditor, guarantor, business partner, bank, landlord, tenant, supplier, customer, employee, manager, franchisee, distributer, noteholder, independent contractor or consultant to the Business or that has a material business relation with Seller with respect to the Business, in each case, without the prior written consent of the Seller Access Contact (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or which consent may be withheld in the exercise of its remedies hereunderSeller’s sole discretion and, all documents and information concerning if given, may be conditioned on the other party Seller Access Contact or his or her designee having the right to participate in any meeting or discussion); provided, that the foregoing shall not prohibit Purchaser and its Affiliates furnished to it by from discussing the foregoing with any such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except Persons to the extent that Purchaser and its Affiliates have an on-going material business relationship with such documents Persons. (c) Any information provided to or information can be shown to have been (x) previously known obtained by the Company or Buyer, as applicable, Purchaser or its Agents representatives, including pursuant to this Section 6.2 is confidential information and subject to the terms of, and the restrictions contained in, the Confidentiality Agreement. Effective upon (and only upon) the Closing, the Confidentiality Agreement shall automatically terminate and none of the parties thereto shall have any further Liability or Affiliates, (y) in the public domain (either prior obligation thereunder except with respect to any confidential information provided to or obtained by Purchaser or its representatives concerning the Seller Group, which information shall remain subject to the terms and conditions of the Confidentiality Agreement after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidentialClosing Date. In the event that If this Agreement is terminated prior to Closing for any reason, the duration of the confidentiality of the Confidentiality Agreement shall be deemed extended, without any further action by the parties, for a period of time equal to the period of time elapsed between the date such Confidentiality Agreement was initially signed and the date of termination of this Agreement. Notwithstanding any other provision of this Agreement to the contrary, to the extent necessary to comply with Treasury Regulations Section 1.6011-4(b)(3), each of the parties hereto (and any employee, representative, or other agent of such party) may disclose to any Governmental Authority the U.S. federal tax treatment and tax structure of any transactions contemplated hereby having been consummatedby this Agreement. (d) Notwithstanding anything to the contrary contained herein, upon nothing in this Section 6.2 shall limit the request ability of the Company parties or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return any of their respective Affiliates to make any disclosure to their respective tax advisors or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesany taxing authority.

Access to Information; Confidentiality. (1) Throughout the period prior to the Effective Time, the Company will (and will cause its Subsidiaries to) as soon as practicable after a request from the Purchaser is received: (a) Between afford the date Purchaser’s officers and other authorized Representatives reasonable access to its directors, senior management, books, Contracts and records; (b) furnish promptly to the Purchaser all information concerning its business, properties and personnel as may reasonably be requested (including, for the avoidance of this Agreement doubt, continuing access to the Company Data Room); and (c) provide reasonable cooperation to the earlier of Purchaser’s officers and other representatives with respect to day one readiness integration planning (such as payroll, regulatory compliance and financial reporting requirements); provided however, in each case that: (i) access to any people contemplated in this Section 4.5(1) will be provided during the date on which this Agreement is terminated pursuant to Company’s normal business hours unless the terms hereof and Company agrees otherwise; (ii) the Closing DateCompany’s compliance with any request under this Section 4.5(1) will not unduly interfere with the conduct of the Company’s business; and (iii) the Company need not supply the Purchaser or its representatives with any information which, in the reasonable judgment of the Company, is under a legal obligation not to supply, including, without limitation, pursuant to the provisions of the HSR Act or other Antitrust Laws; provided, that, with respect to clause (iii), the Company shall afford use commercially reasonable efforts to implement alternative disclosure or access arrangements that would not violate such legal obligation. Without limiting the officers and other representatives generality of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled will reasonably cooperate and consult with the Purchaser with respect to be present for all discussions and meetings with such customers and suppliers the Purchaser’s ability to access the Company’s properties, and (y) no such access shall be afforded or information shared as would be in violation subject to the terms of any applicable Lawsexisting Contracts, including Antitrust Laws. No investigation pursuant to the Company shall, upon the Purchaser’s request, facilitate discussions between the Purchaser and any third party from whom consent may be required. (2) Investigations made by or on behalf of the Purchaser, whether under this paragraph Section 4.5 or otherwise, will not waive, diminish the scope of, or otherwise shall affect any representation or warranty contained made by the Company in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 Agreement. (3) The Purchaser acknowledges that constitutes “Evaluation Material” (as such term is defined in the Confidentiality AgreementAgreement continues to apply and that any information provided under Section 4.5(1) above that is non-public and/or proprietary in nature shall be governed by subject to the terms of the Confidentiality Agreement. (b) Each party will hold. For greater certainty, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may bein accordance with its terms, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies obligations under the Confidentiality Agreement shall survive the termination of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or in accordance with its Agents or Affiliatesterms.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateUpon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford to the officers Acquiring Parties and other representatives of Buyer its Representatives all reasonable access, upon Buyer’s reasonable prior requestat the Acquiring Parties’ sole cost and expense, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VIII, to the properties, personnel, contracts, books and records (including Tax Returns and workpapers) of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information (to the extent not publicly available) concerning the business, properties and personnel of the Company and its Subsidiaries (including accounting, tax, financing, operating, environmental and other data and information) as may reasonably be requested, including, but not limited to, such access and information reasonably required by the Acquiring Parties and their respective Representatives in connection with the Arriver/Non-Arriver Separation Planning and Non-Arriver Extraction; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to the Acquiring Parties or Merger Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) violate applicable Law or the provisions of any agreement to which the Company or any of its Subsidiaries is a party as of the date hereof or (iii) jeopardize any attorney-client or other legal privilege; provided, in each case, that the Company shall give the Acquiring Parties notice of any information so withheld and the parties hereto shall cooperate in seeking to allow disclosure of such information in a manner that does is not disrupt reasonably likely to cause significant competitive harm, violate applicable Law or interfere with business operationsContract or cause any waiver of privilege; provided, further, that nothing herein shall authorize the Acquiring Parties or their respective Representatives to undertake any environmental testing involving the sampling of soil, groundwater, air or other environmental medium or similar invasive techniques at any of the properties owned, operated or leased by the Company or its Subsidiaries. Notwithstanding anything herein to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoingcontrary, the Company shall not have any obligation be required to provide Buyer with access or make any disclosure to the Acquiring Parties pursuant to this Section 6.4 to the extent that such access or information which is subject reasonably pertinent to attorney-client privilege, a litigation where the Company or prohibited under applicable Laws. The Company will also afford access by Buyer to such any of its Top Customers Affiliates, on the one hand, and Top Suppliers as Buyer reasonably requests; provided that (x) any of the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded Acquiring Parties or information shared as would be in violation any of any applicable Lawstheir respective Affiliates, including Antitrust Lawson the other hand, are adverse parties. No investigation or access permitted pursuant to this paragraph or otherwise Section 6.4 shall affect or be deemed to modify any representation or warranty contained in this Agreement or any condition to made by the obligations Company hereunder. Each of the parties hereto. Any such Acquiring Parties agrees that it will not, and will cause its Representatives and Affiliates (including Merger Sub) not to, use any information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in 6.4 for any competitive or other purpose unrelated to the Confidentiality Agreement) shall be governed by the terms consummation of the Confidentiality transactions contemplated by this Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except Except to the extent that prohibited by Law (including Antitrust Laws), Representatives of each of the Acquiring Parties and the Company (including the Chief Integration Planning Officers or such documents or information can be shown to have been other individuals as the Company and the Acquiring Parties may designate) shall meet on a weekly basis (x) previously known or, if requested by the Company Acquiring Parties, on a twice weekly basis) to discuss integration planning and other important matters, including material issues that arise with respect to (A) any actual or Buyerpotential reduction, as applicabledeferral or trend in order intake, termination, non-renewal or its Agents modification of customer and/or supplier agreements or Affiliates, (y) deterioration in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault customer and/or supplier relationships of the Company or Buyer, as applicableany of its Subsidiaries, and its Agents (B) any actual or Affiliates potential employee attrition or cessation of employment (z) later acquired by other than with respect to employees who are individually or in the aggregate not material to the Arriver Business or Non-Arriver Business). In each case, the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that shall provide reasonable details of such source is under an obligation matters to the Company or BuyerAcquiring Parties, as applicable, or such party’s Affiliates to keep such documents and information confidential. In including the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request identity of the Company customer, supplier or Buyer, employee (as the case may be) and shall promptly consult and cooperate with the Acquiring Parties in good faith on such matters and appropriate actions that may be taken in connection therewith, at the Acquiring Parties’ sole cost and expense, in a manner not disruptive in any material respect to the operations of the business of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice throughout the period commencing on the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VIII, and shall otherwise reasonably cooperate with the Acquiring Parties such that the Acquiring Parties may consult and enter into discussions directly with such customers, suppliers or employees in advance of any such actual or potential reduction, deferral or trend in order intake, termination, non-renewal or modification of the relevant agreement, deterioration of relationship or cessation of employment, in each case with the prior consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed). (c) Within 60 days after the date of this Agreement, the other party willCompany shall identify and shall make available to the Acquiring Parties complete, correct and will cause its Agents to, promptly return or cause to be returned all unredacted copies of documents and all Specified IP Contracts to which the Company or any of its Subsidiaries is a party as of the date of this Agreement; provided, that, in the event that prior to the end of such 60-day period, the Company believes in good faith that it will not be able to complete its identification of the Specified IP Contracts within such 60 day period then the Company may, acting in good faith, by notice to the Acquiring Parties extend such 60-day period by an additional 30 days. (d) The Confidentiality Agreement shall apply with respect to information furnished by the Company or BuyerCompany, as applicableits Subsidiaries and the Company’s officers, or its Agents to such party employees and its Agents in connection with other Representatives hereunder and, if this Agreement or is terminated prior to the transactions contemplated hereby or destroy or cause Effective Time, the Confidentiality Agreement shall remain in full force and effect in accordance with its terms prior to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by giving effect to the Company or Buyer, as applicable, or its Agents or Affiliatesexecution of this Agreement.

Access to Information; Confidentiality. (a) Between Upon reasonable notice and subject to applicable laws, each of GWB and FIBK, for the date purposes of this Agreement verifying the representations and warranties of the other and preparing for the Merger and the earlier other matters contemplated by this Agreement, shall, and shall cause each of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Datetheir respective Subsidiaries to, the Company shall afford to the officers and Representatives of the other representatives of Buyer reasonable party, access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operationsduring the period prior to the Effective Time, to the Company’s and the Subsidiaries’ premises, all its properties, books books, contracts, commitments, personnel, information technology systems, and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company provided that such investigation or requests shall not have any obligation interfere unnecessarily with normal operations of the party, and each shall cooperate with the other party in preparing to provide Buyer with any execute after the Effective Time the conversion or consolidation of systems and business operations generally, and, during such access or information which is subject to attorney-client privilegeperiod, or prohibited under applicable Laws. The Company will also afford access by Buyer to such each of GWB and FIBK shall, and shall cause its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable LawsSubsidiaries to, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition make available to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each other party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to disclose by judicial or administrative process or by other the requirements of applicable Laws federal securities laws or federal or state banking laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement other than reports or the transactions contemplated hereby by a Governmental Authority), documents that GWB or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or BuyerFIBK, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Neither FIBK nor GWB nor any of their respective Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of FIBK’s or GWB’s, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of GWB and FIBK shall hold all information furnished by or on behalf of the other party willor any of such party’s Subsidiaries or Representatives pursuant to this Agreement in confidence to the extent required by, and will cause in accordance with, the provisions of the confidentiality agreement, dated May 5, 2021, between FIBK and GWB (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective Representatives shall affect or be deemed to modify or waive the representations, warranties, covenants and agreements of the other set forth herein. Nothing contained in this Agreement shall give either party, directly or indirectly, the right to control or direct the operations of the other party prior to the Effective Time. Prior to the Effective Time, each party shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesSubsidiaries’ respective operations.

Access to Information; Confidentiality. (a) Between Prior to the Closing Date, or, if earlier, the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to Section 10.1, Buyers may make or cause to be made such review of the terms hereof Business and (ii) the Closing Dateof its respective financial and legal condition as Buyers deem reasonably necessary or advisable. Sellers shall, and shall cause the Company shall afford Entities to, permit Buyers and their authorized agents or representatives, including its independent accountants, to have reasonable access to the officers properties, books and other representatives records of Buyer reasonable access, upon Buyer’s reasonable prior request, the Company Entities during normal business hours to review information and in a manner documentation relative to the properties, books, contracts, commitments and other records of the Company Entities; provided, that does such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the Business and shall be at Buyers’ sole cost and expense; provided, further, that none of Buyers, their Affiliates or interfere their respective representatives, shall conduct any environmental site assessment, compliance evaluation or investigation with business operationsrespect to any Project or Company Entity without the prior written consent of Sellers (it being understood and agreed that Sellers may have no such authority, whether contractual or otherwise, to consent to such undertakings with respect to certain Projects) and without ongoing consultation with Sellers with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be conducted); provided, further, that, for the Company’s and avoidance of doubt, none of Buyers, their Affiliates or their respective representatives shall have any right to access or review any Tax Return of Seller Parent or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), except for separate Tax Returns of the Subsidiaries’ premisesCompany Entities. All requests for access to the offices, properties, books and recordsrecords of the Company Entities shall be made to such representatives of Sellers as Sellers shall designate, Contracts who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyers, their Affiliates or their respective representatives shall, prior to the Closing Date, contact any of the employees, customers, suppliers, parties that have business relationships with the Company Entities, or any Governmental Authority or representatives thereof, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other documentsmeans of communication, financial without the specific prior authorization of Sellers or their representatives (other than the required filings specified in Section 3.5). Any access to the offices, properties, books and operating data records of the Company Entities shall be subject to the following additional limitations: (i) Buyers, their Affiliates, and their respective representatives, as applicable, shall give Sellers notice of at least two (2) Business Days prior to conducting any inspections or communicating with any third party relating to any property of the Company Entities, and a representative of Sellers shall have the right to be present when Buyers, their Affiliates or their respective representatives conducts its or their investigations on such property; (ii) none of Buyers, their Affiliates or their respective representatives shall damage the property of the Company Entities or any portion thereof; and (iii) Buyers, their Affiliates, and their respective representatives, as applicable shall (A) use reasonable best efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) indemnify, defend and hold harmless Sellers, the members of the Company Entities, their respective Affiliates, and each of their respective employees, directors and officers from and against all Damages resulting from or relating to the activities of Buyers, their Affiliates and their respective representatives under this paragraph. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the foregoingcontrary, prior to the Company Closing Date, Sellers shall not have any obligation be required to provide Buyer with any such access or information to Buyers, their Affiliates or any of their respective representatives which is subject any Sellers reasonably believe they or the Company Entities are prohibited from providing to Buyers, their Affiliates or their respective representatives by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or prohibited under applicable Laws. The which Sellers or the Company will also afford Entities are required to keep confidential or prevent access to by Buyer to such reason of any Contract with a third party or which would otherwise expose any Seller or any of its Top Customers Affiliates to a material risk of Liability. (b) Buyers, their Affiliates and Top Suppliers as Buyer reasonably requests; provided that (x) their respective representatives shall hold in confidence all confidential information obtained from Sellers, the Company Entities or their respective Affiliates, officers, agents, representatives or employees, whether or not relating to the Business, in accordance with the provisions of the Confidentiality Agreement which, notwithstanding anything contained therein, shall be entitled remain in full force and effect following the execution of this Agreement and shall survive any termination of this Agreement in accordance with its terms. After the Closing Date, Sellers, their Affiliates and their respective representatives shall hold in confidence all information provided to be present for all discussions Buyers, their Affiliates or their respective officers, agents, representatives or employees, relating to the Business (other than the Retained Assets and meetings the Retained Liabilities), in accordance with such customers and suppliers and (y) no such access shall be afforded or information shared as the provisions of the Confidentiality Agreement to the same extent that would be in violation of any applicable Laws, including Antitrust Laws. No investigation required if Sellers were a “Receiving Party” pursuant to this paragraph or otherwise shall affect any representation or warranty the Confidentiality Agreement. Notwithstanding anything contained in this Agreement or any condition to the Confidentiality Agreement, the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined Sellers set forth in the Confidentiality Agreement) immediately preceding sentence shall be governed by remain in full force and effect following the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals execution of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit and shall survive any termination of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or in accordance with its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesterms.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant Subject to the terms hereof and (ii) the Closing Dateapplicable Law, the Company shall afford will, and will cause each of the Company Subsidiaries to, upon request by Parent, furnish to the officers Parent, SMP and other representatives of Buyer their respective Representatives reasonable access, upon Buyer’s reasonable prior request, during normal business hours and upon reasonable advance notice, during the Interim Period, to all their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company will, and will cause each of the Company Subsidiaries to, furnish reasonably promptly to Parent (a) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws or commission actions; and (b) all other information concerning its business, properties and personnel as Parent may reasonably request (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or any Company Subsidiary); provided, however, that the Company will not be required to permit such access or make such disclosure, to the extent it determines, after consultation with outside counsel, that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party (provided that the Company will use its reasonable best efforts to obtain the required Consent of such third party to such access or disclosure); (ii) result in the loss of any attorney-client privilege (provided that the Company will use its reasonable best efforts to allow for such access or disclosure (or as much of it as possible) in a manner that does not disrupt result in a loss of attorney-client privilege); or interfere with business operations(iii) violate any Law; provided that the Company will use its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure which would not violate applicable Law; provided, further, that the Company will not be required to disclose any materials of the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation Board or the Special Committee that relate to provide Buyer with any such access or consideration of the Transactions. All information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access provided by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” 6.02 will be subject to the Nondisclosure and Common Interest Agreement by and among the Company, Myovant Sciences, Inc., a Delaware corporation and Parent, dated as of April 8, 2020 (as such term is defined in amended, modified or supplemented from time to time, the “Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement”). (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between Seller shall, and shall cause each of the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateSeller Subsidiaries to, the Company shall afford to the officers Parent and its officers, employees, accountants, counsel, financial advisors and other representatives of Buyer representatives, reasonable access, access upon Buyer’s reasonable prior request, notice and during normal business hours and in without disruption to the business or operations of Seller and its Subsidiaries during the period prior to the Closing to all the Portfolio Properties, and books, contracts, commitments, personnel and records to the extent relating thereto and, during such period, Seller shall, and shall cause each of the Seller Subsidiaries to, (a) furnish promptly to Parent a manner that does not disrupt copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or interfere with business operationsstate Law, to the Company’s extent relating to the Portfolio and (b) use reasonable best efforts to furnish promptly to Parent all other information concerning the Subsidiaries’ premisesPortfolio as Parent may reasonably request. Purchaser shall have no right to access to, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have seek access to or visit, any obligation to provide Buyer with any such access Portfolio Property owned as of the date hereof by Chateau Communities, Inc. or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such its subsidiaries until the Merger Transaction Consummation without the prior written consent of Seller in its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Lawssole discretion. No investigation pursuant to under this paragraph Section 4.1 or otherwise shall affect any representation of Seller's representations or warranty warranties contained in this Agreement or any condition to the obligations of the parties heretounder this Agreement. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms Each of the Confidentiality Agreement. (b) Each party Seller and Parent and Purchaser will hold, and will use its commercially reasonable efforts to cause its Agents respective officers, employees, accountants, counsel, financial advisors and other representatives and Affiliates to hold, any nonpublic information in strict confidenceconfidence to the extent required by, unless and in accordance with, and will comply with the provisions of the letter agreement between Chateau Communities, Inc. and Purchaser dated as of April 29, 2003, as amended, including by adding Seller as a beneficiary thereof, on August 14, 2003 (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (includingas amended, without limitation, the "Confidentiality Agreement"). Nothing in connection with obtaining the necessary approvals of this Agreement or the Confidentiality Agreement shall prohibit the disclosure of the tax treatment and tax structure, each as defined in Treasury Regulations Section 1.6011-4, of the Sale or other transactions contemplated hereby (but no other details about the matters covered by a Governmental Authority)this Agreement, including the identities of the parties) from and after the earliest to occur of (i) the date of the public announcement of discussions relating to the Sale, (ii) the date of the public announcement of the Sale, or (iiiii) disclosed in the date of the execution of an action agreement (with or proceeding brought by a party hereto in pursuit of its rights or in without conditions) to enter into the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to Sale (it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known being understood by the Company parties that a "public announcement of discussions" shall mean a public announcement permitted by this agreement (or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault otherwise permitted by agreement of the Company parties) as distinguished from a third party announcement or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesa leak).

Access to Information; Confidentiality. (a) Between Subject to the date of this Agreement confidentiality agreement between Parent and the earlier of Company, dated June 8, 2017 (ithe “Confidentiality Agreement”) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Dateapplicable Law, the Company shall afford to the officers Parent and its officers, employees, accountants, counsel, financial advisors, partners, investors and other representatives Representatives, reasonable access at reasonable times on reasonable notice during the period between the date hereof and the earlier of Buyer reasonable the Effective Time and the termination of this Agreement in accordance with Section 8.1 to all of its properties, books, contracts, commitments, personnel and records (provided, that such access shall not unreasonably interfere with the business or operations of the Company) and, during such period, the Company shall furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws, and (b) all other information concerning its business, properties, litigation matters and personnel as Parent may reasonably request; provided, that nothing in this Section 6.2 shall require the Company to provide any access, or to disclose any information, if permitting such access or disclosing such information would (x) violate applicable Law, (y) violate any of its obligations with respect to confidentiality (provided, that the Company shall, upon Buyer’s the request of Parent, use its reasonable prior requestbest efforts to obtain the required consent of any third party to such access or disclosure), during normal business hours and or (z) result in the loss of attorney-client privilege (provided, that the Company shall use its reasonable best efforts to allow for such access or disclosure in a manner that does not disrupt or interfere with business operationsresult in a loss of attorney-client privilege); and provided further, to the Company’s that Parent shall have no right and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation be obligated to provide Buyer with any such access for purposes of conducting any investigations relating to environmental matters that would unreasonably intrude upon, in or information which is subject to attorney-client privilegeunder, or prohibited under applicable Laws. The Company will also afford access by Buyer to such unreasonably interfere with, any operations or properties of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Lawsits Subsidiaries. No investigation review pursuant to this paragraph or otherwise Section 6.2 shall affect or be deemed to modify any representation or warranty contained in this Agreement herein, the covenants or any condition agreements of the Parties or the conditions to the obligations of the parties heretoParties under this Agreement. Any such All information or material obtained provided pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) 6.2 shall be governed by subject to the terms of the Confidentiality Agreement. (b) Each party of Parent and Merger Sub agrees that it will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party willnot, and will cause its Agents Representatives not to, promptly return prior to the Effective Time, use any information obtained pursuant to this Section 6.2 for any competitive or other purpose unrelated to the consummation of the Merger. Prior to the Closing, each of Parent and Merger Sub shall not, and shall cause to be returned all copies their respective Representatives not to, contact or otherwise communicate with the employees (other than senior executives), customers, suppliers, distributors, engineers, land planners, contractors and subcontractors, landlords, lessors, banks or other lenders of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with Subsidiaries, or, except as required pursuant to Section 6.4, any Governmental Entity, regarding the business of the Company, this Agreement or the transactions contemplated hereby Merger without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesdelayed.

Access to Information; Confidentiality. (a) Between From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, upon reasonable prior written notice from Parent, the Company shall, and the earlier of shall cause its Subsidiaries to, (i) afford Parent, the date on which Debt Financing Sources and their respective Representatives reasonable access, consistent with applicable Law, during business hours to the operations of the Company, its principal personnel and Representatives and properties, offices, and other facilities and to all books and records, and shall furnish Parent, the Debt Financing Sources and their respective Representatives with all financial, operating and other data and information as Parent and the Debt Financing Sources and their respective Representatives, may from time to time reasonably request in writing in connection with the transactions contemplated by this Agreement is terminated pursuant to the terms hereof and (ii) afford the Closing DateSubsequent Transaction Buyer and its respective Representatives reasonable access to the Clinic Joint Ventures related to the Subsequent Transaction and the books, records, principal personnel and Representatives thereof. Any such access shall be conducted on a basis consistent with the access provided prior to the execution of this Agreement, including with regard to the treatment of items identified as “competitively sensitive information”. Notwithstanding the foregoing, any such access shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the Company’s officers, employees and other authorized Representatives of their normal duties and, for the avoidance of doubt, (i) shall not include any environmental sampling or invasive environmental testing and (ii) shall not require the Company to make available access to the Clinic Joint Ventures or the principal personnel and representatives thereof except as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed). Neither the Company nor any of its Subsidiaries shall be required to provide access or to disclose information where such access or disclosure would violate or prejudice its rights or the rights of any of its officers, directors or employees, jeopardize any attorney-client privilege of the Company or any of its Subsidiaries, or contravene any applicable Law, rule, regulation, order, judgment, decree or binding agreement provided, however that the Company shall afford use its commercially reasonable efforts to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and allow for such access or disclosure in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to result in a loss of attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present All requests for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation made pursuant to this paragraph Section 6.5(a) shall be directed to the General Counsel of the Company or otherwise such other Person as is designated in writing by the Company. No access, review or notice pursuant to this Section 6.5 shall affect have any effect for the purpose of determining the accuracy of any representation or warranty contained in this Agreement or given by any condition to the obligations of the parties hereto. Any such information or material obtained pursuant Parties to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms any of the Confidentiality Agreementother Parties. (b) Each party of Parent and Merger Sub will holdcomply with the terms and conditions of the Non-Disclosure Agreement, dated December 26, 2019, between the Company and Nautic Partners, LLC (together with the Addendum to Confidentiality Agreement, dated January 2, 2020, the Second Addendum to Confidentiality Agreement, dated February 1, 2020, the Third Addendum to Confidentiality Agreement, dated February 3, 2020, the Fourth Addendum to Confidentiality Agreement, dated August 22, 2020 and the Fifth Addendum to Confidentiality Agreement dated August 26, 2020 (collectively, the “Confidentiality Agreement”), and will use its commercially reasonable efforts hold and treat, and will cause their respective officers, employees, auditors and other Representatives to cause its Agents to holdhold and treat, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, confidence all documents and information concerning the other party Company and its Affiliates Subsidiaries furnished to it by such other party Parent or its Agents Merger Sub in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without in accordance with the transactions contemplated hereby having been consummatedConfidentiality Agreement, upon the request of the Company or Buyer, as the case may be, the other party will, which Confidentiality Agreement shall remain in full force and will cause effect in accordance with its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesterms.

Access to Information; Confidentiality. (a) Between From the date hereof to the Effective Time or the earlier termination of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Datein accordance with Article VII, upon reasonable prior written notice, the Company shall, and shall cause its Subsidiaries and its and their respective officers, directors, managers, employees and representatives to, afford to the officers and other representatives of Buyer Parent reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere hours, consistent with business operationsapplicable Law, to the Company’s and the Subsidiaries’ premisesrespective officers, employees, properties, offices, other facilities and books and recordsrecords of the Company and its Subsidiaries, Contracts and shall furnish Parent with all financial, operating and other documents, financial and operating data and employeesinformation as Parent shall reasonably request in writing. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties. Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, other than to the extent required by Section 5.4(g), neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) breach any Contract with any third party in effect on the date hereof, (ii) constitute a waiver of or jeopardize the attorney-client or other privilege held by the Company or (iii) otherwise violate any applicable Law; provided, that the Company shall not have any obligation use its reasonable best efforts to provide Buyer with any such access or disclose such information which is in a manner that would not result in any of the consequences referred to in any of the foregoing clauses (i), (ii) or (iii). Any access to any Company properties or facilities shall be subject to attorney-client privilege, or prohibited under the Company’s reasonable security measures and the applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations requirements of the parties hereto. Any such information Real Property Leases and shall not include the right to perform any “invasive” testing or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementsoil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments. (b) Each party of Parent and Merger Sub will hold, hold and treat and will use its commercially reasonable efforts to cause its Agents Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, hold and treat all documents and information concerning the other party Company and its Affiliates Subsidiaries furnished to it by such other party Parent or its Agents Merger Sub in connection with this Agreement or the transactions contemplated herebyby this Agreement in accordance with the Confidentiality Agreement, dated August 2, 2018, between Parent and the Company (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms, except that the Company hereby waives the Standstill Provisions (as defined therein), which shall cease to be of any further force or effect. (c) Notwithstanding anything to the extent that such documents contrary set forth herein or in the Confidentiality Agreement, Parent shall be permitted to (i) disclose nonpublic or otherwise confidential information can be shown to have been (x) previously known by regarding the Company or Buyer, as applicable, or and its Agents or Affiliates, (y) in the public domain (either prior Subsidiaries to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicableFinancing Sources, and its Agents to rating agencies and prospective lenders and investors during syndication of any financing subject to their entering into customary confidentiality undertakings with respect to such information (including through a notice and undertaking in a form customarily used in confidential information memoranda for senior credit facilities), and (ii) publicly disclose, including by filing or Affiliates furnishing one or (z) later acquired more Current Reports on Form 8-K, the Required Information and pro forma financial information provided to any Financing Source under any confidential information memoranda or other syndication materials or similar documents prepared in connection with any financing sought or obtained by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without Parent in connection with the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesAgreement.

Access to Information; Confidentiality. (a) Between Subject to compliance with applicable Laws and the terms of any existing Contracts, each of the Company and Parent shall (and each shall cause its Subsidiaries to): (i) afford to the other party and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access, solely for purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, during normal business hours, on reasonable advance notice (which shall be deemed reasonable if not less than two (2) Business Days), throughout the period prior to the earlier of the Effective Time and the Termination Date, to the other party’s and its Subsidiaries’ businesses, properties, personnel, agents, Contracts, commitments, books and records, other than any such matters that relate to the negotiation and execution of this Agreement, including with respect to the consideration or valuation of the Merger or any financial or strategic alternatives thereto, or any Company Alternative Proposal or Parent Alternative Proposal, as applicable, and (ii) promptly furnish the other party and its Representatives all other information concerning its business, properties and personnel as may reasonably be requested by the other party; provided, that the Company or Parent, as applicable, may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). Solely for purposes of furthering the Merger and the other transactions contemplated hereby or integration planning relating thereto, following the date of this Agreement Agreement, the Company and its Subsidiaries shall use reasonable best efforts to make available to Parent true and accurate copies of all environmental site assessments, environmental investigation reports, environmental audit reports and other environmental reports and documents in their possession. (b) Subject to compliance with applicable Laws, throughout the earlier of (i) period from the date on which this Agreement is terminated pursuant to the terms hereof and (ii) Effective Time until the Closing Date, the Company shall (and shall cause its Subsidiaries and Representatives to) (i) afford to the officers Parent and other representatives of Buyer its Representatives reasonable access, upon Buyer’s reasonable prior requestfor purposes of furthering the transactions contemplated hereby or integration planning relating thereto, during normal business hours and in a manner that does hours, on reasonable advance notice (which shall be deemed reasonable if not disrupt or interfere with business operationsless than two (2) Business Days), to the Company’s and the its Subsidiaries’ premisesbusinesses, properties, personnel, agents, accountants, Contracts, commitments, books and records, Contracts and other documents, (ii) promptly furnish Parent and its Representatives (A) such financial and operating data and employees. Notwithstanding the foregoing, other information concerning the Company shall not have any obligation to provide Buyer and its Subsidiaries as may be reasonably requested and is necessary or advisable in connection with any filings contemplated pursuant to Section 5.7, (B) all reports or other information concerning the Company and its Subsidiaries provided to third parties pursuant to the terms of any outstanding indebtedness of the Company or any of its Subsidiaries and (C) all other information concerning the Company’s business, properties and personnel as may reasonably be requested by the other party; provided, that the Company may provide such access by electronic means if physical access is not reasonably feasible or would not be permitted under applicable Law (including any COVID-19 Measures). (c) The foregoing provisions of this Section 5.3 notwithstanding, neither the Company nor Parent shall be required to afford such access or furnish such information if it would unreasonably disrupt the operations of such party or any of its Subsidiaries, would cause a violation of any agreement to which such party or any of its Subsidiaries is subject to attorney-client privilegea party, would result in a loss of privilege or prohibited under applicable Laws. The Company will also afford access by Buyer trade secret protection to such party or any of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) Subsidiaries, would result in the Company shall be entitled to be present for all discussions and meetings disclosure of any information in connection with such customers and suppliers and (y) no such access shall be afforded any litigation or information shared as similar dispute among the Parties hereto, would be in constitute a violation of any applicable LawsLaw or result in the disclosure of any personal information that would expose the such party to the risk of liability. In the event that Parent or the Company objects to any request submitted pursuant to and in accordance with this Section 5.3 and withholds information on the basis of the foregoing sentence, the Company or Parent, as applicable, shall inform the other party as to the general nature of what is being withheld and the Company and Parent shall use reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including Antitrust Laws. No investigation pursuant through the use of reasonable best efforts to this paragraph (i) obtain the required consent or otherwise shall affect waiver of any representation or warranty contained in this Agreement or any condition third party required to the obligations of the parties hereto. Any provide such information and (ii) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, if the Parties determine that doing so would reasonably permit the disclosure of such information without violating applicable Law or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as jeopardizing such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementprivilege. (bd) Notwithstanding anything to the contrary herein, no Party shall be permitted to conduct any testing, sampling or subsurface or invasive analysis (commonly known as a Phase II environmental assessment) at any property of the other Parties or of any Parent Subsidiary or Company Subsidiary, as applicable. (e) Each party will hold, of the Company and will use its commercially reasonable efforts Parent hereby agrees that all information provided to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial it or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit any of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents Representatives in connection with this Agreement or and the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing consummation of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedshall be deemed to be “Confidential Information,” as such term is used in, upon and shall be treated in accordance with, the request non-disclosure agreement, dated October 3, 2021, between the Company and Parent (the “Confidentiality Agreement”). (f) No investigation by any of the Company Parties or Buyer, as their respective Representatives shall affect or be deemed to modify or waive the case may be, representations and warranties of the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesset forth herein.

Access to Information; Confidentiality. (a) Between From the date hereof to the Effective Time or the earlier termination of this Agreement Agreement, upon reasonable prior written notice, Quintiles and the earlier IMS Health shall each, and shall use its reasonable best efforts to cause each of (i) the date on which this Agreement is terminated pursuant to the terms hereof their respective Subsidiaries, officers, directors and (ii) the Closing Daterepresentative to, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere hours, consistent with business operationsapplicable Law, to the Company’s and the Subsidiaries’ premiseseach of its respective officers, employees, properties, offices, other facilities and books and records, Contracts and shall furnish the other with all financial, operating and other documents, financial and operating data and employeesinformation as the other shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit the other or its respective officers, employees or representatives to conduct any environmental testing or sampling, including but not limited to facility surface and subsurface soils and water, air or building materials). Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the Company business or operations of the other party or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the other party of their normal duties. Neither party nor any of its Subsidiaries shall not have any obligation be required to provide Buyer with any access to or to disclose information where such access or information which is subject to disclosure would (i) breach any agreement with any third-party, (ii) constitute a waiver of or jeopardize the attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access other privilege held by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that party or (xiii) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of otherwise violate any applicable LawsLaw, including any Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality AgreementLaw. (b) Each party The parties will hold, hold and treat and will use its commercially reasonable efforts to cause its Agents respective Representatives to hold, hold and treat in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, confidence all documents and information concerning the other party and its Affiliates furnished to it by such each other party or its Agents in connection with this Agreement or the transactions contemplated herebyby this Agreement in accordance with the Confidentiality Agreement, except dated December 18, 2015, between IMS Health and Quintiles (the “Confidentiality Agreement”), which Confidentiality Agreement shall remain in full force and effect in accordance with its terms. In addition, notwithstanding anything herein or in the Confidentiality Agreement, each of the parties hereto agrees that IMS Health shall be permitted to disclose information to the extent that Debt Financing Sources, rating agencies and/or prospective lenders or purchasers, subject to such documents Debt Financing Sources, ratings agencies and/or prospective lenders or information can be shown to have been (x) previously known by purchasers being informed of the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing confidential nature of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesinformation.

Access to Information; Confidentiality. (a) Between Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of (i) the date on which Effective Time and the termination of this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateSection 7.01, upon reasonable notice, the Company shall afford to the officers Parent and other representatives of Buyer Parent’s Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the its Subsidiaries’ premisesofficers, employees, agents, properties, books and recordsbooks, Contracts and records (other documentsthan any of the foregoing that relate to the negotiation and execution of this Agreement, financial or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change) and operating data the Company shall furnish promptly to Parent, and employees. Notwithstanding Parent’s Representatives such information concerning its and its Subsidiaries’ business, personnel, assets, liabilities and properties as Parent may reasonably request (other than any information that the foregoingCompany determines in its reasonable judgment relates to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change), in each case, in connection with the consummation of the Transactions (including for integration planning); provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided, however, that the Company shall not have any obligation be obligated to provide Buyer with any such access or information which is subject if the Company determines, in its reasonable judgment, that doing so would reasonably be expected to (i) result in the disclosure of Trade Secrets or competitively sensitive information to third parties, (ii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (iii) jeopardize the protection of an attorney-client privilege, attorney work product protection or prohibited under applicable Laws. The other legal privilege, (iv) be materially adverse to the interests of the Company will also afford access by Buyer to such or any of its Top Customers and Top Suppliers as Buyer reasonably requests; provided Subsidiaries in any pending or threatened Action, or (v) involve any environmental or other sampling or testing (provided, that (x) the Company shall be entitled use commercially reasonable efforts to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of disclose any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained in a way that would avoid the consequences described in the foregoing). All requests for information made pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) 5.05 shall be governed directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the terms of the Confidentiality Agreement. (b) Each party will holdnondisclosure agreement dated as of December 6, 2023, by and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by between the Company or Buyer, as applicable, or its Agents or Affiliates, and Parent (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates“Nondisclosure Agreement”).

Access to Information; Confidentiality. (a) Between Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of (i) the date on which Effective Time and the valid termination of this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateSection 7.01, upon reasonable notice, the Company shall (a) afford to the officers Parent and other representatives of Buyer Parent’s Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesofficers, employees, agents, properties, books and recordsbooks, Contracts and other documentsrecords and (b) furnish to Parent and Parent’s Representatives such information concerning its business, financial personnel, assets, liabilities and operating data properties as Parent may reasonably request; provided that Parent and employees. Notwithstanding its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the foregoingbusiness or operations of the Company; provided, further, however, that the Company shall not have any obligation be obligated to provide Buyer with any such access or information which is subject if the Company determines, in its reasonable judgment after consultation with Parent, that doing so would reasonably be expected to (i) violate applicable Law, (ii) waive the protection of an attorney-client privilege, attorney work product protection or prohibited under applicable Laws. The other legal privilege, (iii) be adverse to the interests of the Company will also afford access by Buyer to such or any of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that Subsidiaries in any pending or threatened Action against Parent or any of its Affiliates or (xiv) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded involve documents or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition relating to the obligations of the parties hereto. Any such information evaluation or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals negotiation of this Agreement or the transactions contemplated hereby by a Governmental Authority)Transactions. Without limiting the foregoing, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and the basis for such withholding and shall use its remedies hereunderreasonable best efforts to make appropriate substitute arrangements under circumstances in which the xxxxx described in the foregoing clauses (i) through (iv) would not apply or, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents arrangements are not feasible, to provide, to the extent feasible, the applicable access or information can in a way that would not result in the xxxxx described in the foregoing clauses (i) through (iv); provided that the Company shall not be shown required to have been (x) previously known provide such substitute arrangements or access or information to the extent the Company would incur third party fees or expenses in connection therewith. All requests for information made pursuant to this Section 5.07 shall be directed to the Person designated by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesCompany.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant Subject to the terms hereof and (ii) the Closing Datecompliance with applicable Laws, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers Purchaser and other its representatives of Buyer reasonable access, access upon Buyer’s reasonable prior request, advance notice and during normal business hours during the period prior to the Closing or the termination of this Agreement to all their respective properties, assets, books, records, Contracts, permits, documents, information, directors and in a manner that does officers, and during such period the Company shall, and shall cause each of its Subsidiaries to, make available to the Purchaser any information concerning its business as the Purchaser may reasonably request. For the avoidance of doubt, the foregoing provision shall not disrupt or interfere with business operations, be deemed to provide the Purchaser the right to contact the Company’s and customers or vendors alone without the Subsidiaries’ premisesCompany’s prior written consent, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company which shall not have be unreasonably withheld or delayed. (b) No investigation by the Purchaser or any obligation to provide Buyer with of its representatives and no other receipt of information by the Purchaser or any such access of its representatives shall operate as a waiver or information which is subject to attorney-client privilegeotherwise affect any representation, warranty, covenant, agreement or other provision of this Agreement, or prohibited under applicable Laws. The Company will also afford access by Buyer to such the obligations of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that the parties (xor remedies with respect thereto) or the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition conditions to the obligations of the parties heretounder the Agreement. (c) The terms of the Confidentiality Agreement are hereby incorporated herein by reference and shall continue in full force and effect until the Closing. Any such information or material obtained Nothing provided to the Purchaser pursuant to this Section 4.2 4.03 shall in any way amend or diminish the Purchaser’s obligations under the Confidentiality Agreement. The Purchaser acknowledges and agrees that constitutes “Evaluation Material” any Confidential Information (as such term is defined in the Confidentiality Agreement) provided to the Purchaser pursuant to this Section 4.03 or otherwise by or on behalf of the Company or any representative thereof shall be governed by subject to the terms and conditions of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of . If this Agreement or the transactions contemplated hereby by a Governmental Authority)is, or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderfor any reason, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except terminated prior to the extent that such documents or information can be shown to have been (x) previously known by Closing, the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in Confidentiality Agreement and the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault obligations of the Company or Buyer, as applicable, Purchaser thereunder shall nonetheless continue in full force and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliateseffect.

Access to Information; Confidentiality. Subject to applicable Laws, upon reasonable notice, each Party Group shall (aand shall cause the members of such Party Group to) Between afford the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Dateofficers, the Company shall afford to the officers employees, counsel, accountants and other representatives and advisors (the “Representatives”) of Buyer the requesting Party Group reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operationsfrom the Execution Date until the Effective Time, to its properties, books, contracts and records as well as to their management personnel; provided that such access shall be provided on a basis that minimizes the Company’s disruption to the operations of the disclosing Party Group and the Subsidiaries’ premisesmembers of its Party Group. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s Representatives in connection with the access provided pursuant to this Section 5.2, propertiesand shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its Representatives in connection with any such personal injuries. Subject to applicable Laws, books during such period, each Party Group shall (and recordsshall cause the members of such Party Group to) furnish promptly to the other Party Group (i) a copy of each report, Contracts schedule, registration statement and other documentsdocument filed, financial published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of Federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and operating data the rules of any Governmental Entity thereunder), as applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and employees(ii) all information concerning the disclosing Party Group’s business, properties and personnel as the requesting Party Group may reasonably request, including all information relating to environmental matters. Notwithstanding the foregoing, the Company a Party Group shall not have any no obligation to disclose or provide Buyer with access to any information the disclosure of which such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer Party Group has concluded may jeopardize any privilege available to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled Party Group relating to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded information or information shared as would be in violation of any applicable Laws, including Antitrust Lawsa confidentiality obligation binding on such Party Group. No investigation pursuant to this paragraph or otherwise Each party shall affect any representation or warranty contained in this Agreement or any condition to hold information received from the obligations of the parties hereto. Any such information or material obtained other party pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined 5.2 in the Confidentiality Agreement) shall be governed by confidence in accordance with the terms of the Confidentiality Agreement. , dated as of April 19, 2016 between Parent and RRMS (b) Each party will hold, and will use its commercially reasonable efforts as it may be amended from time to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may betime, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Between From the date of this Agreement and until the earlier to occur of (i) the date on which Effective Time or the termination of this Agreement is terminated pursuant to in accordance with the terms hereof set forth in Article VII, each of the Acquirer and (ii) the Closing DateTarget shall, the Company and shall cause their respective Subsidiaries to, afford to the officers other party and the other representatives of Buyer party’s Representatives reasonable access, upon Buyer’s at reasonable prior request, during normal business hours times and in a manner that does as shall not disrupt or unreasonably interfere with the business operationsor operations of the Acquirer or Target, as applicable or of their respective Subsidiaries, to the Company’s and the Subsidiaries’ premisesofficers, employees, accountants, agents, properties, books offices and other facilities and to all books, records, Contracts contracts and other documentsassets of the Acquirer or Target, financial as applicable, and operating data their respective Subsidiaries, and employeeseach of the Acquirer and the Target shall, and shall cause their respective Subsidiaries to, furnish promptly to the other party such other information concerning the business and properties of the Acquirer or Target, as applicable, and their respective Subsidiaries as the other party may reasonably request from time to time. Notwithstanding None of the foregoingAcquirer, the Company Target, or any of their respective Subsidiaries shall not have any obligation be required to provide Buyer with any access to or disclose information where such access or information which is subject to disclosure would jeopardize the protection of attorney-client privilege, privilege or prohibited under applicable Laws. The Company will also afford access by Buyer contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled information to be present for all discussions and meetings with provided in a manner that would not result in such customers and suppliers and (y) no such access shall be afforded jeopardy or information shared as would be in violation of any applicable Laws, including Antitrust Lawscontravention). No investigation shall affect the representations and warranties contained herein, or limit or otherwise affect the remedies available to any party pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will holdAcquirer and the Target shall comply with, and will use its commercially reasonable efforts shall cause their respective Representatives to cause its Agents to holdcomply with, in strict confidenceall of their respective obligations under the Mutual Confidentiality Agreement, unless dated November 6, 2014, between Acquirer and the Target (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (includingthe “Confidentiality Agreement”), without limitation, in connection with obtaining which shall survive the necessary approvals termination of this Agreement or in accordance with the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesterms set forth therein.

Access to Information; Confidentiality. From the date hereof until the Effective Time or the earlier termination of this Agreement in accordance with its terms, the Company shall, and cause its Subsidiaries, officers, directors and Representatives to (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant provide Parent reasonable access to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesoffices, properties, books and records, Contracts records of the Company and other documents, its Subsidiaries and (b) furnish Parent with such financial and operating data and employees. Notwithstanding other information with respect to the foregoing, business and properties of the Company shall not have any obligation to provide Buyer with any and its Subsidiaries as Parent may reasonably request; provided, that (i) such access or information which is requests do not unreasonably interfere with the operation of the Company’s and its Subsidiaries’ business, result in any significant interference with the prompt and timely discharge by the employees of the Company or its Subsidiaries of their normal duties, and shall be subject to their respective reasonable security measures and insurance requirements, (ii) Parent and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company and its Subsidiaries (other than contact or other communications with such customers or suppliers by Parent in the ordinary course of business and not related to the transactions contemplated by this Agreement) unless, in each instance, approved in writing in advance by the Company (such approval not to be unreasonably withheld, conditioned or delayed), and an authorized representative of the Company is present throughout such contact or communication, (iii) such access shall not require the Company or its Subsidiaries to allow any invasive environmental testing or sampling (which shall require the prior written approval of the Company in its sole and absolute discretion) and (iv) nothing herein shall require the Company or its Subsidiaries to furnish to Parent or its Representatives, or provide Parent or its Representatives with access to, information that legal counsel for the Company reasonably determines to (A) give rise to a violation of a Law, including any Antitrust Law, (B) be subject to an attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that other legal privilege or (xC) the Company shall not be entitled permitted to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded provided to Parent or information shared as would be in violation its Representatives under the terms of any applicable Laws, including Antitrust LawsContract. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to Parent acknowledges that the obligations of the parties hereto. Any such information or material obtained and access provided pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) 5.04 shall be governed by subject to the terms and conditions of the Confidentiality Agreement. (b) Each party will holdletter agreement executed on August 26, and will use its commercially reasonable efforts to cause its Agents to hold2024, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyerand Parent (the “Confidentiality Agreement”), as applicable, or which Confidentiality Agreement shall remain in full force and effect in accordance with its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing terms and shall survive any termination of such documents this Agreement. All requests for access or information hereunder) pursuant to this Section 5.04 shall be made through no fault the Chief Financial Officer of the Company or Buyer, such Person as applicable, and its Agents or Affiliates or (z) later acquired by he shall designate. If the Company or Buyerseeks to withhold information from Parent and Merger Sub for any reason permitted by this Section 5.04, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company and Parent shall cooperate to implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner to remove the basis for the objection, including by arrangement of appropriate clean room procedures, redaction or Buyer, as applicable, or such party’s Affiliates entry into a customary joint defense agreement with respect to keep such documents and any information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesso provided.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer Upon reasonable access, upon Buyer’s reasonable prior requestnotice, during normal business hours and in a manner that does not disrupt or interfere with business operations, Parent and the Company shall (and shall cause each of their respective Subsidiaries to) afford to the Company’s officers, employees, accountants, counsel and other representatives of the Subsidiaries’ premisesother Party reasonable access, during the Interim Period, to all its properties, books, contracts, commitments and records and, during such period, furnish promptly to the other Party such information concerning its business, properties, books personnel and recordspending or threatened litigation (to the extent that such Party’s receipt of such information does not affect any privilege relating to the producing Party), Contracts as the other Party may reasonably request. Parent and the Company shall make available to the other, upon reasonable notice, during normal business hours and in a manner that does not disrupt or interfere with business operations, the appropriate individuals for discussion of its business, properties, personnel and pending or threatened litigation (to the extent that such Party’s receipt of such information does not affect any privilege relating to the producing Party) as the other documents, financial and operating data and employeesmay reasonably request. Notwithstanding Without limiting the foregoing, the Company shall not have keep Parent updated as to any obligation and all developments with respect to provide Buyer the pending litigation and other matters set forth on Schedule 2.12 of the Company Disclosure Schedule, and shall consult with Parent prior to engaging in any such access or information which is subject to attorney-client privilegediscussions with third parties, or prohibited under applicable Laws. The Company will also afford access by Buyer making any strategic decisions, with respect to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Lawsmatters. No investigation pursuant to this paragraph or otherwise Section 5.4(a) shall affect any representation representations or warranty warranties of Parent or the Company contained in this Agreement herein or any condition the conditions to the obligations of Parent or the parties Company hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will holdThe Parties shall keep all information obtained pursuant to Section 5.4(a) confidential in accordance with the Confidentiality Agreement dated as of October 18, 2005 as amended on December 6, 2005 and will use its commercially reasonable efforts to cause its Agents to holdas further amended on January 21, in strict confidence, unless 2006 (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority“Confidentiality Agreement”), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in between Parent and the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesCompany.

Access to Information; Confidentiality. (a) Between The parties hereby acknowledge and agree that the date of information being provided in connection with this Agreement and the earlier consummation of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which Transactions is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement, the terms of which are incorporated by reference; provided, that the parties thereto shall, in addition to the uses permitted in the Confidentiality Agreement, be permitted to use Confidential Information (as defined therein) in connection with preparation for and effecting the consummation of the Transactions, performing their respective obligations hereunder or thereunder, and enforcing their respective rights hereunder or thereunder; provided, further, that Article 16 of the Confidentiality Agreement shall not be deemed to prohibit any actions taken in connection with preparation for consummation of the Transactions (so long as applicable hiring is only effective upon the Closing). Without limitation of the foregoing, and notwithstanding anything to the contrary in this Agreement, in the event the Confidentiality Agreement conflicts with any other covenant or agreement contained in any Transaction Document, then such covenant or agreement contained herein or therein shall govern and control. (b) Each Subject to applicable Law, from the date of this Agreement until the Closing or earlier termination of this Agreement, the Company and SPAC shall (and shall cause their respective subsidiaries to): (i) provide to the other party will hold(and the other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and will other representatives, collectively, “Representatives”) reasonable access at reasonable times during normal business hours upon reasonable prior notice to the officers, properties, offices and other facilities of such party and its subsidiaries and to the books and records thereof (in each case, in a manner not to interfere with the normal business operations of the providing party) for the purpose of preparing for consummation of the Transactions; and (ii) use commercially reasonable efforts to furnish reasonably promptly to the other party such information concerning the business, properties, contracts, assets, liabilities and other aspects of such party and its subsidiaries as the other party or its Representatives may reasonably request for the purpose of preparing for consummation of the Transactions. Notwithstanding the foregoing, neither the Company nor SPAC shall be required to provide access to or disclose information (x) where the access or disclosure would (1) jeopardize the protection of attorney-client privilege or attorney work product doctrine, (2) violate a contract or obligation (including confidentiality obligations) to which such person is party or bound, (3) contravene applicable Law (it being agreed that in the cases of clauses (1)-(3) that the parties shall use their commercially reasonable efforts to cause its Agents such information to hold, be provided in strict confidence, unless (i) compelled to disclose by judicial a manner that would not result in such jeopardy or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authoritycontravention), or (ii4) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderinvolve invasive environmental sampling, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicabletesting, or its Agents drilling or Affiliates, (y) if any Sunergy Party, on the one hand, and SPAC, OpCo or Sponsor, on the other hand, are adverse parties in a litigation or other Action and such information relates or is pertinent to such litigation or Action. All information furnished pursuant to this Section 7.04(b) shall be subject to the public domain Confidentiality Agreement. (either prior c) Notwithstanding anything in this Agreement to or after the furnishing of such documents or information hereundercontrary, each party (and its respective Representatives) through no fault may consult any Tax advisor as is reasonably necessary regarding the Tax treatment and Tax structure of the Company or BuyerTransactions and may disclose to such advisor if reasonably necessary, as applicable, the Intended Tax Treatment and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request Tax structure of the Company or Buyer, as the case may be, the other party will, Transactions and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents materials (including any Tax analysis) that are provided relating to such party and its Agents treatment or structure, in connection each case in accordance with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesapplicable Law.

Access to Information; Confidentiality. (a) Between Subject to Section 5.2(b) and applicable Laws, upon reasonable notice, each Party Group shall (and shall cause its Consolidated Group to) afford the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Dateofficers, the Company shall afford to the officers employees, counsel, accountants and other authorized representatives and advisors of Buyer the requesting Party Group reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operationsfrom the Execution Date until the Closing Date, to its properties, books, contracts and records as well as to their management personnel; provided that such access shall be provided on a basis that minimizes the Companydisruption to the operations of the disclosing Party Group and its Consolidated Group; provided further that the Buyer Group Entities shall be obligated to provide such access to their respective properties to any MLP Group Entity only upon reasonable request in order to determine whether or not a condition to Closing has been satisfied. The disclosing Party Group shall not be responsible to the requesting Party Group for personal injuries sustained by the requesting Party Group’s officers, employees, counsel, accountants and other representatives and advisors in connection with the access provided pursuant to this Section 5.2(a), and shall be indemnified and held harmless by the requesting Party Group for any losses suffered by the disclosing Party Group or its officers, employees or representatives in connection with any such personal injuries. Subject to Section 5.2(b) and applicable Laws, during such period, each Party Group shall (and shall cause its Consolidated Group to) furnish promptly to the other Party Group (i) a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the transactions contemplated by this Agreement during such period pursuant to the requirements of Federal, state or foreign laws (including pursuant to the HSR Act, the Securities Act, the Exchange Act and the Subsidiaries’ premisesrules of any Governmental Entity thereunder), propertiesas applicable (other than documents which such Party Group is not permitted to disclose under applicable Laws) and (ii) all information concerning the disclosing Party Group’s business, books properties and recordspersonnel as the requesting Party Group may reasonably request, Contracts and other documents, financial and operating data and employeesincluding all information relating to environmental matters. Notwithstanding the foregoing, the Company a Party Group shall not have any no obligation to disclose or provide Buyer with access to any information the disclosure of which such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer Party Group has concluded may jeopardize any privilege available to such of Party Group or its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled Consolidated Group relating to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded information or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph a confidentiality obligation binding on such Party Group or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality AgreementConsolidated Group. (b) The parties acknowledge that certain information received pursuant to Section 5.2(a) will be non-public or proprietary in nature and as such will be deemed to be “Evaluation Material” for purposes of the Confidentiality Agreements. Each party will hold, and will use its commercially reasonable efforts further agrees to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known bound by the Company or Buyer, as applicable, or its Agents or Affiliates, terms and conditions of the Confidentiality Agreements (yexcept that the term of the Confidentiality Agreements shall be two years from the Execution Date) in and to maintain the public domain (either prior to or after the furnishing confidentiality of such documents or information hereunder) through no fault of Evaluation Material in accordance with the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidentialConfidentiality Agreements. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may beClosing occurs, the other party will, Confidentiality Agreements shall be terminated and will cause its Agents to, promptly return of no further force or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliateseffect.

Access to Information; Confidentiality. (a) Between the date of this Agreement The Company shall, and the earlier of shall cause its Subsidiaries, to (i) the date on which this Agreement is terminated pursuant provide to Parent and its Representatives access at reasonable times (including normal business hours) upon prior notice to the terms hereof and (ii) the Closing Dateofficers, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesemployees, properties, books and recordsrecords of the Company and its Subsidiaries, Contracts (ii) furnish promptly such information concerning the Company and its Subsidiaries as Parent may reasonably request, including updates concerning the Material Litigation and copies of all material pleadings or other material documents, financial in each case that are filed with any applicable court, and operating data copies of all material written communications exchanged between the Company and employeesany adverse party in the Material Litigation with respect to such Material Litigation, and (iii) keep Parent promptly informed of any material developments regarding the Material Litigation. Notwithstanding the foregoing, the Company shall not have any obligation be required to provide Buyer with any such access or disclosure to the extent it reasonably determines that such access or disclosure would unreasonably damage the Company’s properties or assets or disrupt or unreasonably impair the business or operations of the Company and its Subsidiaries. Nothing herein shall require the Company or any of its Subsidiaries to disclose information which is subject to the extent such disclosure (A) would result in a waiver of or would reasonably be expected to materially weaken a claim for attorney-client privilege, settlement discussion privilege, work product doctrine or prohibited under applicable Laws. The Company will also afford access by Buyer similar privilege, (B) would cause competitive harm to such the business of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and or its Subsidiaries if the transactions contemplated by this Agreement are not consummated or (yC) no such access shall be afforded or information shared as would be in violation of violate any applicable Laws, including Antitrust LawsLaw or any confidentiality obligation of such party existing as of the date hereof. No investigation conducted pursuant to this paragraph or otherwise Section 6.3 shall affect or be deemed to qualify, modify or limit any representation or warranty contained made by the Company in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will holdParent and the Company shall comply with, and will use its commercially reasonable efforts shall cause their respective Representatives to cause its Agents comply with, all of their respective obligations under the Confidentiality Agreement, dated July 22, 2011 (the “Confidentiality Agreement”), between Parent and the Company with respect to hold, the information disclosed under this Section 6.3. (c) Nothing contained in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party shall give Parent or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in directly or indirectly, rights to conduct or cause to be conducted any invasive environmental testing or sampling of the public domain (either prior to current or after the furnishing of such documents former operations or information hereunder) through no fault facilities of the Company or Buyer, as applicable, and any of its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated Subsidiaries without the transactions contemplated hereby having been consummated, upon the request prior written consent of the Company in its sole discretion. (d) Nothing contained in this Agreement shall give Parent, directly or Buyerindirectly, as rights to control or direct the case may beoperations of the Company and its Subsidiaries’ before the Offer Acceptance Time. Before the Offer Acceptance Time, the other party willCompany shall, consistent with the terms and will cause its Agents toconditions of this Agreement, promptly return or cause to be returned all copies exercise complete control and supervision over the operations of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesSubsidiaries.

Access to Information; Confidentiality. (a) Between Subject to applicable Laws relating to the exchange of information, from the date of this Agreement until the earlier to occur of the Effective Time and the earlier termination of (i) the date on which this Agreement in accordance with its terms, each of the Company and Parent shall, and shall cause its Subsidiaries and its Representatives to, afford the other and its Representatives (including Parent’s financing sources and their respective Representatives) reasonable access during normal working hours upon reasonable advance notice to all of its officers, employees, agents, assets, properties, offices, plants and other facilities, books and records and shall timely furnish the other with such financial, operating, business, financial condition, projections and other data and information as the other or its Representatives (including Parent’s financing sources, through their Representatives), may reasonably request. Each of the Company and Parent shall, and shall cause its Subsidiaries and its Representatives to, provide to the other Party and its Representatives (including Parent’s financing sources) information that is terminated complete and correct in all material respects and does not and will not, when taken as a whole, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein, in the light of the circumstances under which such statements are made, not misleading. (b) Any investigation conducted pursuant to the terms hereof and (ii) the Closing Date, the Company access contemplated by this Section 6.05 shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and be conducted in a manner that does not disrupt or unreasonably interfere with the conduct of the business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoingof any of Parent, the Company or any of their respective Subsidiaries or damage or destroy any property or assets of any of Parent, the Company or any of their respective Subsidiaries. All information obtained by the Company, Parent or Merger Sub pursuant to this Section 6.05 shall not have any obligation to provide Buyer be held confidential in accordance with any such access or information which is subject to attorney-client privilegethe Nondisclosure Agreement, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers dated August 11, 2014 (the “Confidentiality Agreement”), between Parent and Top Suppliers as Buyer reasonably requeststhe Company; provided that (x) nothing herein or in the Company Confidentiality Agreement shall be entitled to be present for prevent Parent or its financing sources from using all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 6.05 or Section 6.09 as necessary and appropriate to consummate the Bridge Financing and/or Replacement Financing except that constitutes “Evaluation Material” (as material, non-public information may not be included without the Company’s prior written consent, unless such term is defined material, non-public information has been provided specifically for inclusion in the Confidentiality Agreement) shall be governed by Bridge Financing or the terms of the Confidentiality AgreementReplacement Financing. (bc) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining After the necessary approvals date of this Agreement Agreement, Parent and the Company shall cooperate to establish a mechanism acceptable to both Parent and the Company by which Parent will be permitted, prior to the Effective Time or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or BuyerTermination Date, as the case may be, and subject to applicable Law, to communicate directly with the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by Company employees regarding employee related matters. (d) This Section 6.05 shall not require either the Company or Buyer, as applicableParent to permit any access, or to disclose any information, that in the reasonable, good faith judgment (after consultation with outside counsel) of such Party would reasonably be expected to result in (i) any violation of any Contract or Law to which such Party or its Agents Subsidiaries is a party or is subject or cause any privilege (including attorney-client privilege) which such Party or any of its Subsidiaries would be entitled to assert to be undermined with respect to such party information and such undermining of such privilege could in such Party’s good faith judgment (after consultation with outside counsel) adversely affect in any material respect such Party’s position in any pending or, what such Party believes in good faith (after consultation with outside counsel) could reasonably be expected to be, future litigation or (ii) if such Party or any of its Agents Subsidiaries, on the one hand, and the other or any of its Subsidiaries, on the other hand, are adverse parties in connection a litigation, such information being reasonably pertinent thereto; provided that, in the cases of clause (i), the Parties shall cooperate in seeking to find a way to allow disclosure of such information (including by entering into a joint-defense or similar agreement) to the extent doing so (1) would not (in the good faith belief of the Party being requested to disclose the information (after consultation with this Agreement outside counsel)) reasonably be likely to result in the violation of any such Contract or the transactions contemplated hereby Law or destroy or reasonably be likely to cause such privilege to be destroyed all undermined with respect to such documentation information or (2) could reasonably (in the good faith belief of the Party being requested to disclose the information (after consultation with outside counsel)) be managed through the use of customary “clean-room” arrangements pursuant to which non-employee Representatives of the other Party shall be provided access to such information; provided, further, that the Party being requested to disclose the information shall (x) notify the other that such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any such Contract or Law or are reasonably likely to cause such privilege to be undermined, (y) communicate to the other in reasonable detail the facts giving rise to such notification and the subject matter of such information (to the extent it is able to do so in accordance with the first proviso in this Section 6.05(d)) and all notes(z) in the case where such disclosures are reasonably likely to violate its or its Subsidiaries’ obligations under any Contract, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared use reasonable commercial efforts to seek consent from the applicable third party to any such Contract with respect to the disclosures prohibited thereby (to the extent not otherwise expressly prohibited by the Company or Buyer, as applicableterms of such Contract). (e) No investigation, or its Agents or Affiliatesinformation received, pursuant to this Section 6.05 will modify any of the representations and warranties of the Parties.

Access to Information; Confidentiality. (a) Between Upon reasonable notice, each party shall afford to the date officers, employees, accountants, counsel, financial advisors and other representatives of the other party reasonable access during normal business hours, during the period prior to the Effective Time, to such of its properties, books, Contracts, commitments, records, officers and employees as the other party may reasonably require to obtain SEC approval of the Proxy Statement; provided that prior to the Closing, neither the Parent nor any of its officers, directors, Affiliates, or agents shall contact the Company’s customers or employees (other than Xxxx Xxxxxxxx and Xxx Xxxxxx) without the prior written consent of the Company. (b) Any confidentiality agreement previously executed by the parties shall be superseded in its entirety by the provisions of this Agreement. Each party agrees to maintain in confidence any non-public information received from the other party, and to use such non-public information only for purposes of consummating the transactions contemplated by this Agreement. Such confidentiality obligations will not apply to: (i) information which was known to the one party or its agents prior to receipt from the other party; (ii) information which is or becomes generally known to the public without the breach of any duty or obligation to the party asserting the confidential nature of such information; (iii) information acquired by a party or its agents from a third party who was not bound to an obligation of confidentiality; and (iv) disclosure required by Law or AMEX; provided, however, that while any such disclosure will not be a breach of this Agreement, the disclosed information shall continue to be confidential information for purposes of this Agreement unless one of the other exceptions noted above is applicable. The Company and the earlier Parent may disclose such non-public information to advisors retained by either the Company or the Parent, provided that any party to whom such information is disclosed shall be bound by confidentiality obligations as least as restrictive as those set forth herein, which obligations shall be directly enforceable by the Company or the Parent, as appropriate, either as a party to such arrangements or as a third party beneficiary thereunder, and shall be specifically advised that the federal securities laws in the United States prohibit trading in securities of an issuer when in possession of material non-public information relating to such issuer. In the event this Agreement is terminated as provided in Article X hereof, each party (iA) will return or cause to be returned to the date on which other all documents and other material obtained from the other in connection with the Merger contemplated hereby, and (B) will use its reasonable best efforts to delete from its computer systems all documents and other material obtained from the other in connection with the Merger contemplated hereby. In the event this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Dateits terms, the Parent shall not, and shall cause its Affiliates, employees, representatives and agents not to, use any information obtained by it or its representatives, agents, lenders and investors about the Company to, and the Parent and the Merger Subsidiary otherwise shall afford not (A) contact, solicit or employ any current employees of the Company identified to them by the officers and other representatives Company (whether or not previously known by the Parent) for a period of Buyer reasonable accesseighteen (18) months following the termination of this Agreement, upon Buyer’s reasonable prior requestprovided that the foregoing shall not prohibit the contact, during normal business hours and in a manner that does solicitation or employment of such employees pursuant to any general public solicitation not disrupt or interfere with business operationsdirected specifically to such employees, (B) attempt to induce the Company’s and clients or customers identified to them by the Subsidiaries’ premisesCompany to reduce their business or services obtained from, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoingor provided to, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to holdCompany, in strict confidenceany case, unless for the longer of six (i6) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining months following the necessary approvals termination of this Agreement or twelve (12) months from the transactions contemplated hereby by a Governmental Authority)date hereof, or (iic) disclosed in an action or proceeding brought by a party hereto in pursuit of disparage the Company, its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party senior management or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, for a period of twelve (y12) in months from the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that date this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesterminated.

Access to Information; Confidentiality. (a) Between Subject to applicable Laws (including any COVID-19 Measures) from the date of this Agreement and hereof until the earlier of (i) the First Effective Time or the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Datein accordance with its terms, each of the Company and Parent shall, and shall cause its Subsidiaries to, afford to the officers other party and other representatives of Buyer its Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and upon reasonable notice its (or their respective Subsidiaries’) properties, books, Contracts and records, and each of the Company and Parent shall, and shall cause its Subsidiaries to, furnish promptly to the other party such information concerning its business and properties as such party may reasonably request; provided that the Company, Parent and their respective Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the other party; provided, further, that (i) the Company and Parent (or their respective Subsidiaries) shall not be obligated to provide such access or information if the Company or Parent, as applicable, determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract with a third party or obligation of confidentiality owing to a third-party, jeopardize the protection of the attorney-client privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (provided that the withholding party shall use its reasonable best efforts to allow for providing such access or information (or as much of it as possible) in a manner that does not disrupt violate applicable Law or interfere with business operationsa Contract or obligation of confidentiality, to jeopardize the Company’s and protection of the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access expose such party to risk of liability for disclosure of sensitive or personal information, including by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) using its reasonable best efforts obtain the Company shall be entitled required consent of any third party to be present for all discussions and meetings with provide such customers and suppliers and access or information or (y) no entering into a customary joint defense or common interest agreement) and (ii) in each case, such access shall may be afforded limited to the extent the Company or information shared as Parent reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would be in violation jeopardize the health and safety of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations employee of the parties heretoCompany or Parent, as applicable, or its Subsidiaries. Any such Until the First Effective Time, the information or material obtained exchanged pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall 5.7 will be governed by subject to the terms of the Confidentiality Agreement, dated as of April 29, 2020, between Parent and the Company (as it may be amended from time to time, the “Confidentiality Agreement”). (b) Each party will hold, The Company and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless Parent acknowledge and agrees that it (i) compelled each had an opportunity to disclose by judicial or administrative process or by discuss the business of other requirements party with the management of applicable Laws (includingthe other party, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a has had access to the books and records, facilities, contracts and other assets of the other party hereto in pursuit which it and its Affiliates have requested to review, (iii) has been afforded the opportunity to ask questions of its rights or in the exercise and receive answers from officers of its remedies hereunder, all documents and information concerning the other party and (iv) has conducted its Affiliates furnished to it by such own independent investigation of the other party or its Agents in connection with this Agreement or party, is businesses and the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between During the period from the date of this Agreement to and including the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateCompany Merger Effective Time, the Company shall, and shall cause each of its Subsidiaries to, afford to the officers Parent and other representatives of Buyer its Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and upon reasonable advance notice to (x) third parties that are party to any Participation Agreement (provided, that, the Company is provided a reasonable opportunity to participate in a manner that does not disrupt or interfere any discussions with business operationssuch third parties and Parent shall provide the Company with updates on the status of discussions upon the Company’s reasonable request), to and (y) all of the Company’s and the its Subsidiaries’ premises, respective properties, books offices, books, Contracts, personnel and recordsrecords and, Contracts during such period, the Company Parties shall, and shall cause each of its Subsidiaries to and shall use its reasonable efforts to cause its Representatives to, furnish reasonably promptly to Parent and its Representatives (i) any information concerning the Company or its Subsidiaries (including with respect to any pending or threatened Action) as Parent may reasonably request and (ii) a copy of each report, schedule, registration statement and other documents, financial and operating data and employeesdocument filed by it during such period pursuant to the requirements of federal or state securities Laws. Notwithstanding the foregoingIn connection with such reasonable access to information, the Company shall not have any obligation use its commercially reasonable efforts to provide Buyer cause its Representatives to participate in meetings and telephone conferences with any such access or information which is subject Parent and its Representatives prior to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation mailing of any applicable LawsProxy Statement, including Antitrust Lawsprior to the Stockholders Meeting and at such other times as may be reasonably requested. No investigation pursuant to under this paragraph Section 7.2(a) or otherwise shall affect any representation or warranty of the representations and warranties of the Parties contained in this Agreement or any condition to the obligations of the parties heretoParties under this Agreement and shall not limit or otherwise affect the rights or remedies of the Parties. Any such information or material obtained pursuant to Notwithstanding the foregoing, the Company shall not be required by this Section 4.2 7.2(a) to provide Parent or its Representatives with access to or to disclose information (A) that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by would violate the terms of a confidentiality agreement with a third party entered into prior to the Confidentiality Agreement. date of this Agreement or entered into after the date of this Agreement in the ordinary course of business in accordance with this Agreement (bprovided, however, that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure), (B) Each party will holdthe disclosure of which would violate any Law applicable to the Company or any of its Subsidiaries (provided, and however, that the Company shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law), or (C) that would result in a loss or waiver of any attorney-client, attorney work product or other legal privilege (provided, however, that the Company shall use its commercially reasonable efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including by means of entry into a customary joint defense agreement that would alleviate the loss of such privilege) or (D) for the purpose of allowing the Parent Parties or their respective Representatives to collect samples of soil, air, water, groundwater or building materials. Parent will use its commercially reasonable efforts to minimize any disruption to the businesses of the Company and any of its Subsidiaries that may result from the requests for access, data and information hereunder. (b) Each Party will hold, and will cause its Agents respective Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by any non-public information regarding the other requirements of applicable Laws (including, without limitation, Party obtained in connection with obtaining the necessary approvals transactions contemplated by this Agreement, including any information exchanged pursuant to this Section 7.2, in confidence to the extent required by and in accordance with, and will otherwise comply with, the terms of the Confidentiality Agreement, which shall remain in full force and effect pursuant to the terms thereof, notwithstanding the execution and delivery of this Agreement or the transactions contemplated hereby by a Governmental Authority)termination thereof; provided, or however, Blackstone Real Estate Services L.L.C. and the Parent Parties may disclose “Information” (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or as defined in the exercise of its remedies hereunderConfidentiality Agreement) to their potential financing sources, all documents and information concerning the other party and its Affiliates furnished which financing sources will be deemed to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been “Representatives” (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) defined in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesConfidentiality Agreement).

Access to Information; Confidentiality. (a) Between Subject to the requirements of confidentiality agreements entered into with third parties and subject to all other legal limitations (including attorney-client and work product privileges, confidentiality, antitrust and fair trade limitations), Sellers shall (and shall cause their respective Seller Subsidiaries to) afford to the Company and to the officers, employees, accountants, counsel, financial advisors and other representatives of the Company, reasonable access during normal business hours prior to the Effective Time to such Sellers' and such Seller Subsidiaries' respective properties, books, contracts, commitments, personnel and records, and Sellers shall (and shall cause their respective Seller Subsidiaries to) promptly make available to the Company or its representatives all information concerning such Sellers' and such Seller Subsidiaries' respective business, properties and personnel as the Company or its representatives may reasonably request; provided, however, that no investigation pursuant to this Section 7.3 shall affect or be deemed to modify any representation or warranty made by Sellers. (b) Following the date of this Agreement and until and including the earlier of Closing Date, Sellers will prepare in accordance with GAAP applied consistently with past practice and make available to the Company (i) within forty-five (45) days following the date on which this Agreement end of any fiscal quarter, a copy of the unaudited quarterly balance sheet and related unaudited statements of operations and cash flows for such quarter for each Private XxXxxx Partnership that is terminated pursuant to the terms hereof a Participating XxXxxx Partnership at such time and (ii) within fifteen (15) days following the Closing Dateend of each fiscal month, a copy of the unaudited monthly balance sheet and related unaudited statements of operations and cash flows for such month for each Participating XxXxxx Partnership and a Preliminary Excess Cash Balance Schedule for each such Participating XxXxxx Partnership. Sellers and the Company will use their best efforts to respond to any inquiries any such party may have concerning such quarterly and monthly financial statements and monthly Preliminary Excess Cash Balance Schedules. No such discussion or failure to raise issues shall afford become final and binding upon any party hereto except pursuant to the officers Section 2.4(b) hereof. (c) The Company shall, and shall cause its subsidiaries and affiliates to, and shall cause each of their officers, employees, accountants, counsel, financial advisors and other representatives to, hold any nonpublic information relating to Sellers or the Seller Subsidiaries or any of Buyer reasonable accesstheir respective businesses or properties in confidence to the extent required by, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoingaccordance with, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations provisions of the parties hereto. Any letter agreement dated as of March 25, 1999 among Whitehall, MPLP and McREMI (the "Confidentiality Agreement"), regardless of whether such information or material obtained was disclosed pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms 7.3 or any other provision of the Confidentiality this Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between the date of this Agreement Upon reasonable notice, Consumers shall, and the earlier of (i) the date on which this Agreement is terminated pursuant shall cause its subsidiaries to, afford to PSC and to the terms hereof and (ii) the Closing Dateofficers, the Company shall afford to the officers employees, accountants, counsel, financial advisors and other representatives of Buyer PSC, reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, during the period prior to the Company’s and the Subsidiaries’ premisesEffective Time to all of Consumers' executive officers, properties, books books, contracts, commitments, personnel and records. Upon reasonable notice, Contracts PSC shall, and shall cause its subsidiaries to, afford to Consumers and to the officers, employees, accountants, counsel, financial advisors and other documentsrepresentatives of Consumers, financial and operating data and employees. Notwithstanding reasonable access during normal business hours during the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition period prior to the obligations Effective Time to all of the parties heretoPSC's executive officers, properties, books, contracts, commitments, personnel and records. Any During such information or material obtained pursuant period, Consumers and PSC shall furnish promptly to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party Party a copy of each Consumers SEC Document or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or BuyerPSC SEC Document, as the case may be, filed by it (including any separate subsidiary) as well as all correspondence or written communication with any securities rating agency or any Governmental Entity which relates to the transactions contemplated hereby or which is otherwise material to the financial condition or operations of Consumers and its subsidiaries taken as a whole, or to PSC and its subsidiaries taken as a whole, as the case may be. During such period, Consumers and PSC shall each furnish to the other party willParty such other financial, operating and other data as may be reasonably required by the other Party in order to perform its investigation regarding the representations and warranties made by the other Party pursuant to this Agreement. Without limiting the foregoing, Consumers shall use its best efforts to furnish to PSC: (a) after the end of each month, any management financial reports (together with all accompanying documents) prepared with respect to such month; (b) all notices from any Governmental Entity with respect to any alleged deficiency or violation which would have a Material Adverse Effect on the financial condition or operations of any subsidiary; (c) all material filings with Governmental Entities made by any subsidiaries, (d) all material correspondence with, and any prepared summaries of meetings with, representatives of the IRS or other taxing authorities, (e) all material correspondence or communications with state Governmental Entity concerning any subsidiaries, (f) all correspondence or communications with any rating agency, and (g) copies of pleadings in all lawsuits in which the amount in controversy exceeds $25,000. Notwithstanding the foregoing, if Consumers fails to provide any document to PSC pursuant to this Section 4.4, and PSC notifies Consumers of such failure, then Consumers shall provide such document to PSC as soon as practicable thereafter, which shall cure any breach of this representation and warranty in connection therewith. Except as required by law, Consumers and PSC will hold, and will cause its Agents torespective directors, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyerofficers, as applicablepartners, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notesemployees, memorandaaccountants, summariescounsel, analyses, compilations financial advisors and other writings related thereto or based thereon prepared by representatives and affiliates to hold, any nonpublic information obtained from the Company or Buyerother Party in confidence to the extent required by, as applicableand in accordance with, or its Agents or Affiliatesthe provisions of the Agreement dated April 17, 1998, between Consumers and PSC (the "Consumers Confidentiality Agreement") and the Agreement dated June 15, 1998, between PSC and Consumers (the "PSC Confidentiality Agreement").

Access to Information; Confidentiality. (a) Between To the date of this Agreement extent permitted by applicable Law and the earlier of (i) the date on which this Agreement is terminated pursuant subject to the terms hereof agreement, dated June 30, 2009, between the Company and Parent (ii) the Closing Date“Confidentiality Agreement”), the Company shall, and shall cause the Company Subsidiaries to, afford to the officers and other representatives of Buyer Parent Representatives reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operationsduring the period prior to the Effective Time, to all of the Company’s Company Entities’ properties, books, contracts, commitments, personnel and records and all other information concerning their business, properties and personnel as Parent or Merger Sub may reasonably request. Parent and Merger Sub shall hold, and shall cause their respective affiliates and the Subsidiaries’ premisesParent Representatives to hold, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer nonpublic information in accordance with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or (z) would be materially disruptive to the business or operations of the Company or the Company Subsidiaries, provided, that the Company shall use commercially reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in clauses (x), (y) and (z). Parent agrees that it shall not, and shall cause its respective representatives not to, use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. (b) Each party will To the extent permitted by applicable Law and subject to the Confidentiality Agreement, Parent shall, and shall cause the Parent Subsidiaries to, afford to the Company Representatives reasonable access, during normal business hours during the period prior to the Effective Time, to all of the Parent Entities’ properties, books, contracts, commitments, personnel and records and all other information concerning their business, properties and personnel as the Company may reasonably request. The Company shall hold, and will shall cause their respective affiliates and the Parent Representatives to hold, any nonpublic information in accordance with the terms of the Confidentiality Agreement. Notwithstanding the foregoing, neither Parent nor any Parent Subsidiary shall be obligated to provide any such access or information to the extent that doing so (x) may cause a waiver of an attorney-client privilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or (z) would be materially disruptive to the business or operations of Parent, provided, that Parent shall use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by provide such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents access or information can be shown to have been in a manner that avoids or removes the impediments described in clauses (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates), (y) in the public domain and (either prior to or after the furnishing of such documents or information hereunder) through no fault of the z). The Company or Buyer, as applicableagrees that it shall not, and shall cause its Agents or Affiliates or (z) later acquired by the Company or Buyerrespective representatives not to, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation use any information obtained pursuant to this Section 5.2 for any purpose unrelated to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without consummation of the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesAgreement.

Access to Information; Confidentiality. (a) Between Upon reasonable notice and subject to applicable laws and the date terms of Section 9.14 of this Agreement Agreement, each of LINK and Partners, for the purposes of verifying the representations and warranties of the other and preparing for the Merger, the related integration and systems conversion or consolidation, and the earlier other matters contemplated by this Agreement, shall, and shall cause each of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Datetheir respective Subsidiaries to, the Company shall afford to the officers officers, employees, accountants, counsel, advisors and other representatives of Buyer reasonable the other party, access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operationsduring the period prior to the Effective Time, to the Company’s and the Subsidiaries’ premises, all its properties, books books, contracts, commitments, personnel, information technology systems, and records, Contracts and each shall cooperate with the other documentsparty in preparing to execute after the Effective Time conversion or consolidation of systems and business operations generally, financial and operating data and employees. Notwithstanding and, during the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition period prior to the obligations Effective Time, each of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will holdLINK and Partners shall, and will use its commercially reasonable efforts to shall cause its Agents respective Subsidiaries to, make available to hold, in strict confidence, unless the other party (i) compelled a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to disclose by judicial or administrative process or by other the requirements of applicable Laws federal securities laws or federal or state banking laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement other than reports or the transactions contemplated hereby by a Governmental Authority), documents that LINK or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or BuyerPartners, as the case may be, is not permitted to disclose under applicable law), and (ii) all other information concerning its business, properties and personnel as such party may reasonably request. Notwithstanding the foregoing, neither LINK nor Partners nor any of their respective Subsidiaries shall be required to provide access to or to disclose (x) board and committee minutes that discuss any of the transactions contemplated by this Agreement or (y) information where such access or disclosure would violate or prejudice the rights of LINK’s or Partners’, as the case may be, customers, jeopardize the attorney-client privilege of the institution in possession or control of such information (after giving due consideration to the existence of any common interest, joint defense or similar agreement between the parties) or contravene any law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Each of LINK and Partners shall hold all information furnished by or on behalf of the other party willor any of such party’s Subsidiaries or representatives pursuant to Section 6.2(a) in confidence to the extent required by, and will cause its Agents toin accordance with, promptly return or cause to be returned all copies the provisions of documents the Mutual Confidentiality Agreement, dated January 16, 2023, by and information furnished by the Company or Buyerbetween LINK and Partners, as applicableamended, restated or its Agents otherwise modified (the “Confidentiality Agreement”). (c) No investigation by either of the parties or their respective representatives shall affect or be deemed to such modify or waive the representations and warranties of the other party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesset forth herein.

Access to Information; Confidentiality. (a) Between The Company shall afford to Acquiror and its Representatives full access during normal business hours throughout the date period prior to the Effective Time to all of this Agreement the Company's (and the earlier of its Subsidiaries') properties, books, contracts, commitments and records (including without limitation Tax Returns) and, during such period, shall furnish promptly upon request (i) to the date on which this Agreement is terminated extent not provided for pursuant to the terms hereof preceding clause, all financial records, ledgers, workpapers and other sources of financial information possessed or controlled by the Company, any Company Subsidiary or the Company's accountants reasonably deemed by Acquiror or its Representatives necessary or useful for the purpose of performing an audit of the Company and its Subsidiaries and certifying financial statements and financial information, and (ii) such other information concerning any of the Closing Dateforegoing as Acquiror shall reasonably request. In addition, the Company each Party shall afford furnish promptly upon request a copy of each report, schedule and other document filed or received by any of them pursuant to the officers and other representatives requirements of Buyer reasonable accessany Applicable Law (including without limitation federal or state securities laws) or filed by it or any of its Subsidiaries with any Authority in connection with the Transactions or which may have a material effect on their respective businesses, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and recordsprospects, Contracts and other documentspersonnel, condition, (financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilegeother), or prohibited under applicable Lawsresults of operations. The Company will also afford access by Buyer to such and Acquiror acknowledge that they have heretofore executed confidentiality agreements, dated April 14, 1997 and July 16, 1997 (the "Confidentiality Agreements"), which separately and as incorporated herein shall remain in full force and effect after and notwithstanding the execution and delivery of its Top Customers this Agreement, and Top Suppliers as Buyer reasonably requests; provided that (x) information obtained from the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded by Acquiror or information shared as would be in violation of any applicable Lawsits Representatives or by the Company or its Representatives from Acquiror, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in 5.1(a), the Confidentiality Agreement) Agreements or otherwise, shall be governed by subject to the terms provisions of the Confidentiality AgreementAgreements. (b) Each party will holdSubject to the terms and conditions the Confidentiality Agreements, Acquiror and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to the Company may disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, such information as may be necessary in connection with obtaining the necessary approvals of this Agreement seeking all Governmental and Private Authorizations or the transactions contemplated hereby that is required by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished Applicable Law to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidentialdisclosed. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedin accordance with its terms, upon the request of Acquiror and the Company shall each promptly redeliver all non-public written material provided pursuant to this Section or Buyer, as the case may be, the any other party will, and will cause its Agents to, promptly return provision of this Agreement or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents otherwise in connection with the Merger and the Transactions and shall not retain any copies, extracts or other reproductions in whole or in part of such written material other than one copy thereof which shall be delivered to independent counsel for such party. (c) No investigation pursuant to this Section 5.1 shall affect any representation or warranty in this Agreement of any Party hereto or any condition to the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by obligations of the Company or Buyer, as applicable, or its Agents or AffiliatesParties hereto.

Access to Information; Confidentiality. (a) Between Subject to applicable Laws, the Company shall afford to Parent and its Representatives reasonable access during normal business hours during the period from the date hereof until the earlier to occur of this Agreement the Effective Time and the earlier of (i) the date date, if any, on which this Agreement is terminated pursuant to the terms hereof Section 8.01 to all of its and (ii) the Closing Dateits Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish to Parent promptly all other information concerning its business, properties and personnel as the other party may reasonably request. Subject to applicable Laws, Parent shall afford to the Company and its Representatives reasonable access to its executive officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, during the period from the date hereof until the earlier to occur of the Company’s Effective Time and the Subsidiaries’ premisesdate, propertiesif any, books on which this Agreement is terminated pursuant to Section 8.01. Each party shall hold, and recordsshall cause its Representatives to hold, Contracts all information received from the other party, directly or indirectly, in confidence in accordance with the confidentiality agreement, dated as of December 10, 2009, between Parent and other documentsthe Company (as it may be amended from time to time, financial and operating data and employeesthe “Confidentiality Agreement”). Notwithstanding the foregoing, the Company neither party shall not have any obligation be obligated to provide Buyer with any such access or information which is subject to the extent that doing so (x) may cause a waiver of an attorney-client privilegeprivilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any Person or prohibited under (z) would violate any Law applicable Lawsto it, its Subsidiaries or its business. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company disclosing party shall be entitled to be have its Representatives present for at all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of times during any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained inspection pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms 6.02. No access or information provided pursuant to this Section 6.02 will affect any of the Confidentiality representations or warranties of the parties contained in this Agreement. (b) Each Notwithstanding anything in this Section 6.02 to the contrary, no party will hold, and will use nor any of its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless Representatives shall (i) compelled contact or have any discussions with any of the other party’s employees below the level of Executive Vice President (or, if no such position exists with respect to disclose by judicial or administrative process or by any particular area of such other requirements of applicable Laws (includingparty’s organization, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authorityits equivalent), unless in each case an employee of such other party at or above the level of Executive Vice President has (A) made such employee available or (B) given written consent to discuss with such employee (such consent not to be unreasonably withheld, conditioned or delayed); (ii) disclosed in an action contact or proceeding brought by a party hereto in pursuit have any discussions with any of its rights the vendors, licensees, franchisees, landlords or in the exercise sublandlords (including any airport authority) or tenants or subtenants of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other any party or its Agents in connection with this Agreement Subsidiaries, without prior written consent of the relevant party, not to be unreasonably withheld, conditioned or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliatesdelayed, (yiii) in the public domain (either prior to damage any property or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates any portion thereof or (ziv) later acquired by the Company perform any onsite procedure or Buyer, as applicable, investigation (including any onsite environmental investigation or its Agents study) that involves physical disturbance or Affiliates from another source if the recipient is not aware that such source is under an obligation damage to the Company any property or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesany portions thereof.

Access to Information; Confidentiality. (a) Between Upon reasonable notice and subject to applicable Laws relating to the date exchange of this Agreement information, each of Seller and the earlier of Xxxxxxxxx Entities will (i) afford the date on which this Agreement is terminated pursuant Buyer Parties and their Representatives reasonable access (and, with respect to the terms hereof books and (ii) the Closing Daterecords, the Company shall afford right to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior requestcopy), during normal business hours and in a manner that does not disrupt or interfere with business operationshours, to their respective officers, employees, agents, books, offices, Contracts, Tax Returns, Permits and records and other information reasonably requested by either Buyer Party relating to the Company’s and Unconditioned Interest or the Subsidiaries’ premisesConditioned Interest (in each case, whether in physical or electronic form), (ii) furnish promptly during normal business hours such information concerning the business, properties, books offices, facilities, Contracts, Tax Returns, Permits, assets and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, liabilities of the Company (to the extent in the possession of Seller or the Xxxxxxxxx Entities or reasonably obtainable by Seller or the Xxxxxxxxx Entities) that relate to the Unconditioned Interest or the Conditioned Interest as the Buyer Parties or their Representatives reasonably request and (iii) use reasonable best efforts to furnish or produce information related to the financial or Tax records of the Company or Seller (to the extent in the possession of Seller or the Xxxxxxxxx Entities or reasonably obtainable by Seller or the Xxxxxxxxx Entities) relating to the Unconditioned Interest or the Conditioned Interest if reasonably requested by either Buyer Party (which, for purposes of this Section 5.3, will be deemed to be furnished or produced upon Seller and the Xxxxxxxxx Entities entering into an engagement with their regular external advisors to furnish such information to such Buyer Party); provided, however, that the foregoing will not require the Xxxxxxxxx Entities or Seller (i) to permit any inspection, or to disclose any information, that in the reasonable judgement of the Xxxxxxxxx Entities (after consultation with its outside legal counsel) would (A) result in the disclosure of any trade secrets of third parties or violate any of its obligations with respect to confidentiality or (B) result in a violation of any Antitrust Laws, (ii) to disclose any privileged information of the Xxxxxxxxx Entities, Seller or the Company to the extent such disclosure would result in the loss of such privilege (in each case, it being agreed that the Xxxxxxxxx Entities shall not have any obligation give notice to provide Buyer with any of the fact that it is withholding such access or information) or (iii) to disclose any information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this that is not permitted under the Gulf LNG LLC Agreement or any condition other agreement to the obligations of the parties hereto. Any such information which it or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” any Subsidiary thereof is a party. (as such term is defined in the Confidentiality Agreementb) shall be governed Except for disclosures permitted by the terms of the Confidentiality Agreement. (b) Each party , the Buyer Parties and their Representatives will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement hold all information received from Seller or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed Xxxxxxxxx Entities pursuant to this Section 5.3 in an action or proceeding brought by a party hereto confidence in pursuit of its rights or in accordance with the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault terms of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesConfidentiality Agreement.

Access to Information; Confidentiality. (a) Between the date of this Agreement Subject to applicable Law and the earlier terms of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Dateany existing Contracts, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford the Purchaser and its Representatives reasonable access during normal business hours, throughout the period prior to the officers Closing, to its employees, properties, books, Contracts and records (including Tax Returns and Tax work papers), and, during such period, the Company shall (and shall cause its Subsidiaries to) furnish as promptly as practicable to the Purchaser and its Representatives all information concerning its business, properties and personnel as may be reasonably requested, and shall provide such on-site access for a reasonable number of Representatives of the Purchaser at the Company’s headquarters and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior requestkey facilities, during normal business hours and in a such manner that as does not disrupt or unreasonably interfere with the conduct of the business operationsof the Company and its Subsidiaries, for Representatives of such other Party who will be designated by such Party to assist in transitional matters. All requests for information made pursuant to this Section 4.5(a) shall be directed to the executive officer or other Persons designated by the Company’s and . No information received pursuant to this Section 4.5(a) or at any time prior to or following the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, date of this Agreement shall affect or be deemed to modify any representation or warranty made by the Company herein. (b) This Section 4.5(a) shall not have require the Company or its Subsidiaries to permit any obligation access, or to provide Buyer disclose any information that, in the reasonable, good faith judgment of the Company, after consultation with outside counsel, would reasonably be expected to result in the breach of any such access Contract, any violation of any Law or information which is subject to cause any privilege (including attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided ) that (x) the Company shall or its Subsidiaries would be entitled to assert to be present for all discussions and meetings waived with respect to such customers and suppliers and information; provided that, the Parties hereto shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so (yi) no such access shall would not (in the good faith judgment of the Company, after consultation with outside counsel) be afforded or information shared as would be reasonably likely to result in the breach of any Contract, any violation of any applicable Lawssuch Law or be likely to cause such privilege to be waived with respect to such information, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained (ii) could reasonably (in this Agreement or any condition to the obligations good faith judgment of the parties hereto. Any such Company, after consultation with outside legal counsel) be managed through the use of customary “clean-room” arrangements. (c) The Parties acknowledge that the Confidentiality Agreement continues to apply in accordance with its terms and, in the case of the Company, that any information or material obtained pursuant to provided under this Section 4.2 4.5(a) that constitutes “Evaluation Material” is Confidential Information (as such term is defined in the Confidentiality Agreement) shall be governed by subject to the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except ; provided that to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault any provision of the Company or BuyerConfidentiality Agreement conflicts with the terms of this Agreement, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidentialterms of this Agreement will prevail. In the event that If this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may bein accordance with its terms, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies obligations under the Confidentiality Agreement shall survive the termination of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or in accordance with its Agents or Affiliatesterms.

Access to Information; Confidentiality. (a) Between Subject to applicable Laws relating to the exchange of information, from the date of this Agreement and hereof until the earlier of (i) the Closing Date or the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Datein accordance with its terms, the Company shall afford to the officers Purchaser and other representatives of Buyer its Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours to the Company’s properties, books, Contracts and records and the Company shall furnish promptly to Purchaser such information concerning its business and properties as such party may reasonably request; provided that Purchaser and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided, further, that the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third-party, or jeopardize the protection of the attorney-client privilege (provided that the Company shall use commercially reasonable efforts to provide such access or information in an alternative manner that does not disrupt or interfere with business operations, to have the Company’s and foregoing effects). Until the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoingClosing, the Company shall not have any obligation to provide Buyer with any such access or information which is provided will be subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, Purchaser acknowledges and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless agrees that it (i) compelled had an opportunity to disclose by judicial or administrative process or by discuss the business of the Company and its Subsidiaries with the management of the Company and its Subsidiaries, (ii) has had access to the books and records, facilities, contracts and other requirements assets of applicable Laws the Company and its Subsidiaries which it and its Representatives have requested to review, (includingiii) has been afforded the opportunity to ask questions of and receive answers from officers of the Company and its Subsidiaries and (iv) has conducted its own independent investigation of the Company and its Subsidiaries, without limitation, in connection with obtaining the necessary approvals of this Agreement or their businesses and the transactions contemplated hereby by hereby. (c) Following the Closing, Seller shall, and shall cause its Affiliates that have received Confidential Information directly or indirectly from Seller (or, solely with respect to Confidential Information received prior to Closing or after the Closing pursuant to Section 6.07, from the Company or its Subsidiaries) to, keep confidential all confidential and proprietary information of the Company, the Subsidiaries of the Company and the business of the Company and its Subsidiaries (collectively, “Confidential Information”); provided, however, that (x) the foregoing obligation shall not apply to any Confidential Information that (i) is or becomes available to the public (other than as a Governmental Authorityresult of a breach of this Section 6.06(c)), or (ii) disclosed is or becomes available to Seller or its Affiliates on a non-confidential basis from a source other than Seller or the Company or any of their respective Affiliates, so long as such source is not known by such Person (after reasonable inquiry) to be subject to another confidentiality obligation to the Company or its Affiliates, (y) nothing herein shall restrict Seller or any its Affiliates from disclosing (A) financial return or other financial performance or statistical information (e.g., levels of debt, debt paydown or cash flows) in an action connection with its normal fundraising, marketing, informational or proceeding brought by reporting activities to current and potential equityholders or investors, provided that any recipient thereof is subject to a party hereto confidentiality obligation with respect thereto and/or (B) Confidential Information in pursuit connection with any dispute with Purchaser, the Company or any of its rights or in the exercise of its remedies hereunder, all documents their Subsidiaries related to this Agreement and information concerning the other party (z) Seller and its Affiliates furnished may disclose Confidential Information to it the extent required by applicable Law or legal or administrative process, provided that Seller shall promptly notify Purchaser (to the extent legally permissible) in advance of such disclosure so that Purchaser may seek, at Purchaser’s sole expense (and Seller will commercially reasonably cooperate with Purchaser in seeking) a protective order or other party appropriate remedy in lieu of or its Agents in connection with respect to such disclosure and/or waive compliance with this Agreement Section 6.06(c), and to the extent legally permissible, Seller will attempt to obtain, at Purchaser’s sole expense, reliable assurance that confidential treatment will be accorded to the information ultimately furnished. Notwithstanding any of the foregoing, the Purchaser acknowledges that certain of Seller’s Affiliates are, and certain of their representatives and Affiliates may be, registered investment advisors or regulated financial institutions and thus subject to routine examinations, investigations, regulatory sweeps or other regulatory inquiries, and agree that such Persons and their representatives and Affiliates shall not be required to comply with the process described in clause (z) of the preceding sentence of this Section 6.06(c) in respect of disclosures made to a regulatory agency, self-regulatory organization, governmental agency or examiner thereof in the course of any such routine examinations, investigations, sweeps or inquiries not specifically relating to the Company or any of its Subsidiaries or the transactions contemplated hereby, except to the extent that and any such documents or information can disclosure shall be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatespermitted.

Access to Information; Confidentiality. (a) Between From the date of this Agreement and until the Closing or the earlier termination of (i) the date on which this Agreement is terminated pursuant in accordance with its terms, upon reasonable notice and subject to applicable laws relating to the terms hereof and (ii) the Closing Dateexchange of information, the Company shall will (and will cause its Subsidiaries to) afford to the officers Parent and other representatives of Buyer reasonable access, upon BuyerParent’s reasonable prior request, Representatives such access during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s books, records (including Tax Returns and the Subsidiaries’ premises, properties, books work papers of independent auditors) and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, properties of the Company shall not have any obligation to provide Buyer with any and its Subsidiaries as Parent may reasonably request; provided, however, that such access may not unreasonably disrupt the operations of the Company or any of its Subsidiaries. All requests for such access will be made to such agents of the Company as the Company may designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. Neither Parent, Purchaser nor any of their respective Representatives will contact any of the employees, customers, landlords, licensors or suppliers of the Company or any of its Subsidiaries in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of the Chief Executive Officer of the Company. Neither the Company nor any of its Subsidiaries will be required to afford access or disclose information which is subject to that would jeopardize attorney-client privilege, contravene any binding agreement with any third party or prohibited under applicable Lawsviolate any law or regulation. The Company Parties will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) make reasonable appropriate substitute arrangements in circumstances where the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementprevious sentence applies. (b) Each party Party and their Representatives will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and hold any information concerning the other party and its Affiliates furnished to it by such other party or its Agents provided in connection with this Agreement or the transactions contemplated hereby, except to the extent that Transactions confidential and any such documents or information can will be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause deemed to be returned all copies of documents and information furnished by “Confidential Information” under the Company or BuyerConfidentiality Agreement, as applicable, or its Agents to such party and its Agents in connection with this which Agreement or the transactions contemplated hereby or destroy or cause will continue to be destroyed all such documentation in full force and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or effect in accordance with its Agents or Affiliatesterms.

Access to Information; Confidentiality. (a) Between Subject to applicable Laws, the Company shall afford to Parent and its Representatives reasonable access during normal business hours during the period from the date hereof until the earlier to occur of this Agreement the Effective Time and the earlier of (i) the date date, if any, on which this Agreement is terminated pursuant to the terms hereof Section 8.01 to all of its and (ii) the Closing Dateits Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish to Parent promptly all other information concerning its business, properties and personnel as the other party may reasonably request. Subject to applicable Laws, Parent shall afford to the Company and its Representatives reasonable access to its executive officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, during the period from the date hereof until the earlier to occur of the Company’s Effective Time and the Subsidiaries’ premisesdate, propertiesif any, books on which this Agreement is terminated pursuant to Section 8.01. Each party shall hold, and recordsshall cause its Representatives to hold, Contracts all information received from the other party, directly or indirectly, in confidence in accordance with the confidentiality agreement, dated as of August 2, 2012, between Parent and other documentsthe Company (as it may be amended from time to time, financial and operating data and employeesthe “ Confidentiality Agreement ”). Notwithstanding the foregoing, the Company neither party shall not have any obligation be obligated to provide Buyer with any such access or information which is subject to the extent that doing so (x) may cause a waiver of an attorney-client privilegeprivilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or prohibited under (z) would violate any Law applicable Lawsto it, its Subsidiaries or its business. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company disclosing party shall be entitled to be have its Representatives present for at all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of times during any applicable Laws, including Antitrust Laws. No investigation inspection pursuant to this paragraph Section 6.02. No access or otherwise shall information provided pursuant to this Section 6.02 will affect any representation of the representations or warranty warranties of the parties contained in this Agreement. (b) Notwithstanding anything in this Section 6.02 to the contrary, no party nor any of its Representatives shall (i) contact or have any discussions with any of the other party’s employees below the level of Executive Vice President (or, if no such position exists with respect to any particular area of such other party’s organization, its equivalent), unless in each case an employee of such other party at or above the level of Executive Vice President has (A) made such employee available or (B) given written consent to discuss with such employee (such consent not to be unreasonably withheld, conditioned or delayed), (ii) subject to Section 6.03(f)(ii), contact or have any discussions with any of the vendors, licensees, franchisees, landlords or sublandlords (including any airport authority) or tenants or subtenants of any party or its Subsidiaries, without prior written consent of the relevant party, not to be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) that involves physical disturbance or damage to any property or any portions thereof. (c) No access or information provided pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or any condition the conditions hereunder to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. Except if prohibited by any applicable Law (including any COVID-19 Response), the Company shall, if reasonably requested by Parent, (a) Between the date of this Agreement give Parent, its counsel, financial advisors, auditors and the earlier of (i) the date on which this Agreement is terminated pursuant other authorized Representatives reasonable access during reasonable business hours to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesoffices, properties, books and records, Contracts records and other documentsinformation concerning the business, properties and personnel of the Company and the Subsidiaries of the Company as such Persons may reasonably request and (b) cause the employees, counsel, financial advisors, auditors and operating data other authorized Representatives of the Company and employees. Notwithstanding the foregoingSubsidiaries of the Company to reasonably cooperate with Parent in its investigation of the Company and the Subsidiaries of the Company, in each case, in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that the Company shall not have any obligation be obligated to provide Buyer with any such access or information which is subject if the Company determines in its reasonable judgment that doing so would (i) violate applicable Contract, Law (including any COVID-19 Response) or an applicable Judgment, (ii) the Company determines, in light of COVID-19 or any COVID-19 Response, that such physical access or physical examination would reasonably be expected to jeopardize the health and safety of any employee or Representative of the Company or its Subsidiaries or (iii) waive the protection of attorney-client privilege, attorney work product protection or prohibited under applicable Laws. The Company will also afford access by Buyer to other legal privilege, and in any such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) event, the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause communicate, to the extent feasible, the applicable information in a way that would not violate such applicable Contract, Law, applicable Judgment or waive such privilege or protection, including by entering into a joint defense agreement, common interest agreement or other similar arrangement. Parent and its Agents Representatives shall conduct any such activities in such a manner as not to holdinterfere unreasonably with the business or operations of the Company or any Subsidiary of the Company. Notwithstanding anything to the contrary contained herein, in strict confidenceprior to the Closing, unless (i) compelled Parent shall have no right to disclose by judicial perform invasive or administrative process subsurface investigations or by sampling of any environmental media or building materials at the properties or facilities of the Company or any of the Company’s Subsidiaries. No information obtained pursuant to this Section 6.02 shall cure any breach of, or non-compliance with, any other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals provision of this Agreement or limit the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and available to any party. All information concerning the other party and its Affiliates furnished exchanged pursuant to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except Section 6.02 shall be subject to the extent that such documents or information can be shown to have been (x) previously known by confidential disclosure agreement dated March 18, 2021, between the Company or Buyer, as applicable, or its Agents or Affiliates, and Parent (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates“Confidential Disclosure Agreement”).

Access to Information; Confidentiality. (a) Between Upon reasonable notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause its Subsidiaries to, afford to the officers, employees, accountants, counsel and other representatives of the other party, reasonable access, during normal business hours during the period from the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operationsSecond Closing, to the Companyall of such party’s and the Subsidiaries’ premises, properties, books books, contracts, commitments and records, Contracts and, during such period, each of the parties shall, and shall cause its Subsidiaries to, make available to the other documentsparty all other information concerning such party’s business, financial properties and operating data personnel as the other party may reasonably request. None of the parties and employees. Notwithstanding the foregoing, the Company their Subsidiaries shall not have any obligation be required to provide Buyer with any access to or to disclose information where such access or information which is subject to disclosure would jeopardize the attorney-client privilegeprivilege of such party or its Subsidiaries or contravene any Law, rule, regulation, order, judgment, decree, fiduciary duty or prohibited under applicable Lawsbinding agreement entered into prior to the date of this Agreement. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) parties shall make appropriate substitute disclosure arrangements under circumstances in which the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations restrictions of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementpreceding sentence apply. (b) Each party will hold, All information and will use its commercially reasonable efforts materials provided pursuant to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except shall be subject to the extent that provisions of the Confidentiality Agreement, entered into between Seller GP and Buyer on September 3, 2014 (the “Confidentiality Agreement”). From and after the Second Closing, Seller shall, and shall cause its Affiliates and representatives to, keep confidential and not use for any purpose all nonpublic information regarding the Business or any of the Acquired Companies or their respective Subsidiaries of which Seller or such documents Affiliates or information can representatives may be shown aware (“Business Information”), subject only to have been (x) previously known by the Company or Buyerexceptions to the confidentiality and non-use obligations of Seller and such Affiliate and representatives in the Confidentiality Agreement, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior applied mutatis mutandis to or after the furnishing of Seller and such documents or information hereunder) through no fault of the Company or Buyer, as applicable, Affiliates and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation representatives with respect to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesBusiness Information.

Access to Information; Confidentiality. (a) Between Each of the Company and Parent shall, and shall cause each of its Subsidiaries to, throughout the period from the date of this Agreement and hereof to the earlier of Effective Time, (i) provide the date on which this Agreement is terminated pursuant to the terms hereof other party and its directors, officers, employees, legal, investment, banking and financial advisors, accountants and any other agents and representatives (iicollectively, "Representatives") the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable with full access, upon Buyer’s reasonable prior request, notice and during normal business hours and in a manner that does not disrupt or interfere with business operationshours, to all officers, employees, agents and accountants of the Company’s Company or Parent, as the case may be, and the Subsidiaries’ premisesits Subsidiaries and their respective assets, properties, books and records, Contracts but only to the extent that such access does not unreasonably interfere with the business and other documents, financial and operating data and employees. Notwithstanding the foregoing, operations of the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilegeParent, or prohibited under applicable Laws. The Company will also afford access by Buyer as the case may be, and its Subsidiaries, and (ii) furnish promptly to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that persons (x) a copy of each report, statement, schedule and other document filed or received by the Company shall be entitled or Parent, as the case may be, or any of its Subsidiaries pursuant to be present for all discussions and meetings the requirements of federal or state securities laws or filed with such customers and suppliers any other Governmental or Regulatory Authority, and (y) no all other information and data (including, without limitation, copies of Contracts, Company Employee Benefit Plans or Parent Employee Benefit Plans, as the case may be, and other books and records) concerning the business and operations of the Company or Parent, as the case may be, and its Subsidiaries as the other party or any of such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Lawsother persons reasonably may request. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable best efforts to cause its Agents Representatives to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws of Governmental or Regulatory Authorities (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a of Governmental Authorityor Regulatory Authorities), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates Subsidiaries furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.or

Access to Information; Confidentiality. Each party shall, and shall cause each of its Subsidiaries to, afford to the other parties and their respective Representatives reasonable access during normal business hours, during the period prior to the Effective Time or the termination of this Agreement in accordance with its terms, to all their respective properties, assets, books, contracts, commitments, personnel and records and, during such period, each party shall, and shall cause each of its Subsidiaries to, furnish promptly to the other parties all other information concerning its business, properties and personnel as the other parties may reasonably request for purposes of completing the Merger or for a bona fide business purpose (including Tax Returns filed and those in preparation and the work papers of its auditors, and including, with respect to the Company, making available to Parent each of the items set forth on Section 5.4 of the Company Disclosure Letter); provided, however, that the foregoing shall not require any party to disclose any information (a) Between if providing such access would unreasonably disrupt such party’s operations, (b) that is a trade secret of a third party or is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement and the earlier of (i) or entered into after the date on which of this Agreement is terminated pursuant in the ordinary course of business (provided, however, that the withholding party shall use its reasonable best efforts to obtain the terms hereof and (ii) the Closing Date, the Company shall afford required consent of such third party to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information disclosure), (c) the disclosure of which is subject to attorney-client privilege, or prohibited under would violate any Law applicable Laws. The Company will also afford access by Buyer to such party or any of its Top Customers and Top Suppliers as Buyer reasonably requests; provided Representatives (provided, however, that (x) the Company withholding party shall be entitled use its reasonable best efforts to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be make appropriate substitute arrangements to permit reasonable disclosure not in violation of any applicable LawsLaw or duty), or (d) that is subject to any attorney-client, attorney work product or other legal privilege (provided, however, that withholding party shall use its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege, including Antitrust Lawsby means of entry into a customary joint defense agreement that would alleviate the loss of such privilege); provided, further, that the foregoing shall not require the Company, Parent or any of their respective Subsidiaries to permit any environmental testing or sampling or subsurface investigations, including surface and subsurface soils and water, soil gas, air or building materials, on any of the properties owned, leased or operated by it or any of its respective Subsidiaries. All such information shall be held confidential in accordance with the terms of the Confidentiality Agreement between Parent and the Company, dated as of December 6, 2022 (the “Confidentiality Agreement”); provided, that the parties hereto agree that the provisions of paragraph 7 of the Confidentiality Agreement shall terminate immediately and no longer be in force and effect from and after the date of this Agreement. No investigation pursuant to this paragraph Section 5.4 or otherwise information provided, made available or delivered to a party pursuant to this Agreement shall affect any representation of the representations, warranties, covenants, rights or warranty contained in this Agreement remedies, or any condition the conditions to the obligations of of, the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementhereunder. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant Subject to the terms hereof and (ii) the Closing Dateapplicable Law, upon reasonable notice, the Company shall afford to the officers Parent and other representatives of Buyer Parent’s Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premisesofficers, employees, agents, properties, books and recordsbooks, Contracts and other documentsrecords and the Company shall furnish promptly to Parent and Parent’s Representatives such information concerning its business, financial personnel, assets, liabilities and operating data properties as Parent may reasonably request; provided that Parent and employees. Notwithstanding its Representatives shall (x) conduct any such activities in such a manner as not to interfere unreasonably with the foregoingbusiness or operations of the Company and (y) not be permitted to conduct any invasive sampling or environmental testing; provided, further, however, that the Company shall not have any obligation be obligated to provide Buyer with any such access or information which is subject if the Company determines, in its reasonable judgment, that doing so would be reasonably likely to (i) violate applicable Law or a Contract or obligation of confidentiality owing to a third party, (ii) waive the protection of an attorney-client privilege, privilege or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that other legal privilege or (xiii) expose the Company to risk of liability for disclosure of sensitive or personal information. Without limiting the foregoing, in the event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall be entitled provide notice to be present for all discussions and meetings with such customers and suppliers and (y) no Parent that it is withholding such access shall be afforded or information shared as would be in violation of any applicable Lawsand shall use its reasonable best efforts to communicate, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations extent feasible, the applicable information in a way that would not be reasonably likely to violate the applicable Law, Contract or obligation or risk waiver of the parties heretosuch privilege. Any such All requests for information or material obtained made pursuant to this Section 4.2 that constitutes “Evaluation Material” 5.07 shall be directed to the Person designated by the Company. Until the Effective Time, the information provided will be subject to the terms of the confidentiality agreement dated as of November 5, 2020 by and between GLNG and NFE Atlantic Holdings LLC (as such term is defined may in the future be amended from time to time, the “Confidentiality Agreement) ”). For the avoidance of doubt, with respect to this Section 5.07, Stonepeak shall be governed by subject to the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts No Party shall be deemed to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit violate any of its rights or in obligations under the exercise Confidentiality Agreement as a result of performing any of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with express obligations under this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesAgreement.

Access to Information; Confidentiality. (a) Between From the date of this Agreement and until the earlier to occur of (i) the date on which Effective Time or the termination of this Agreement is terminated pursuant to in accordance with the terms hereof and (ii) the Closing Dateset forth in ARTICLE VII, the Company Target shall, and shall cause its Subsidiaries to, afford to the officers Aytu and other representatives of Buyer Aytu's Representatives reasonable access, upon Buyer’s at reasonable prior request, during normal business hours times and in a manner that does as shall not disrupt or unreasonably interfere with the business operationsor operations of the Target or any Subsidiary thereof, to the Company’s and the Subsidiaries’ premisesofficers, employees, accountants, agents, properties, books offices, and other facilities and to all books, records, Contracts contracts, and other documentsassets of the Target and its Subsidiaries, financial and operating data the Target shall, and employeesshall cause its Subsidiaries to, furnish promptly to Aytu such other information concerning the business and properties of the Target and its Subsidiaries as Aytu may reasonably request from time to time. Notwithstanding Neither the foregoing, the Company Target nor any of its Subsidiaries shall not have any obligation be required to provide Buyer with any access to or disclose information where such access or information which is subject to disclosure would jeopardize the protection of attorney-client privilege, privilege or prohibited under applicable Laws. The Company will also afford access by Buyer contravene any Law (it being agreed that the parties shall use their reasonable best efforts to cause such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled information to be present for all discussions and meetings with provided in a manner that would not result in such customers and suppliers and (y) no such access shall be afforded jeopardy or information shared as would be in violation of any applicable Laws, including Antitrust Lawscontravention). No investigation shall affect the Target's representations, warranties, covenants, or agreements contained herein, or limit or otherwise affect the remedies available to Aytu or Merger Sub pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will holdAytu and the Target shall comply with, and will shall cause their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement, which shall survive the termination of this Agreement in accordance with the terms set forth therein. (c) From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with the terms set forth in ARTICLE VII, Aytu shall, and shall cause its Subsidiaries to, afford to the Target and its Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of Aytu or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of Aytu and its Subsidiaries, and Aytu shall, and shall cause its Subsidiaries to, furnish promptly to the Target such other information concerning the business and properties of Aytu and its Subsidiaries as the Target may reasonably request from time to time. Neither Aytu nor any of its Subsidiaries shall be required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any Law (it being agreed that the parties shall use its commercially their reasonable best efforts to cause its Agents such information to holdbe provided in a manner that would not result in such jeopardy or contravention). No investigation shall affect Aytu’s representations, in strict confidencewarranties, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority)covenants, or (ii) disclosed in an action agreements contained herein, or proceeding brought by a party hereto in pursuit of its rights limit or in otherwise affect the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except available to the extent that such documents or information can be shown Target pursuant to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesAgreement.

Access to Information; Confidentiality. (a) Between Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of (i) the date on which Effective Time and the termination of this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateSection 7.01, upon reasonable notice, the Company shall afford to the officers Parent and other representatives Parent’s Representatives and sources of Buyer Debt Financing reasonable access, upon Buyer’s reasonable prior request, access during normal business hours to the Company’s and its Subsidiaries’ Representatives, officers, employees, agents, facilities, properties, books, Contracts and records (other than any of the foregoing that related to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Merger Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change) and the Company shall, and shall cause its Subsidiaries and direct its Representatives to, furnish promptly to Parent and Parent’s Representatives such information concerning its and its Subsidiaries’ businesses, personnel, assets, liabilities and properties as Parent may reasonably request (other than any information that the Company determines in its reasonable judgment relates to the negotiation and execution of this Agreement, or, except as expressly provided in Section 5.02, to any Takeover Proposal or any other transactions potentially competing with or alternative to the Merger Transactions or proposals from other parties relating to any competing or alternative transactions or relating to any deliberation of the Board of Directors of the Company or any duly authorized committee thereof regarding any Takeover Proposal or Adverse Recommendation Change), in each case, in connection with the consummation of the Transactions (including for integration planning); provided that Parent and its Representatives and Debt Financing Sources shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company; provided further, however, that (a) the Company shall not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would reasonably be expected to (i) violate or prejudice the rights of its or any of its Subsidiaries’ customers, (ii) result in the disclosure of Trade Secrets or competitively sensitive information to third parties, (iii) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third party, (iv) risk the loss of or waive the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (v) be materially adverse to the interests of the Company or any of its Subsidiaries in any pending or threatened Action; provided that in each such case, to the extent permitted by Law, the Company shall inform Parent as to the general nature of the access or information being restricted as a result thereof and use commercially reasonable efforts to provide such access or information in a manner that does not disrupt or interfere with business operationsresult in any of the outcomes described in the foregoing clauses (i) through (v), and (b) any physical access may be limited to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, extent the Company shall not have any obligation to provide Buyer with any determines in good faith that providing such access or information which is subject would reasonably be expected to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such jeopardize the health and safety of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) any employee of the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations Subsidiary of the parties heretoCompany. Any such All requests for information or material obtained made pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) 5.05 shall be governed directed to the executive officer or other Person designated by the Company. Until the Effective Time, all information provided will be subject to the terms of the letter agreement dated as of April 4, 2023, by and among the Company, Nautic Partners, LLC and CPRx Holding Company, LLC (the “Confidentiality Agreement”). (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between From the date hereof until the termination of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) or the Closing Date, upon reasonable notice and subject to applicable laws, Seller shall cause the Company shall to afford to the officers Buyer and its accountants, counsel, and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior requestrepresentatives, during normal business hours hours, access to all of the Acquired Companies properties and assets, books, Contracts, and records reasonably requested by Buyer, subject to any confidentiality obligations affecting Seller or the Acquired Companies and provided Seller and the Acquired Companies will not be required to take actions which could result in a manner that does not disrupt waiver of or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have jeopardize any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege. Buyer shall, and shall cause its respective advisors and representatives to: (i) conduct its investigation in such a manner that will not unreasonably interfere with the normal operations, customers or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations employee relations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” Acquired Companies, and (ii) treat as such term is defined confidential in the Confidentiality Agreement) shall be governed by accordance the terms of the Confidentiality AgreementAgreement all such information obtained hereunder or in connection herewith and not otherwise known to them prior to disclosure hereunder. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining From the necessary approvals date hereof until the termination of this Agreement or the Closing Date, each party shall furnish promptly to the other: a copy of all filings made with any Governmental Entity in connection with the transactions contemplated hereby by a in this Agreement and all written communications received from such Governmental Authority)Entities related thereto. (c) Each party shall promptly notify the other orally and in writing of: (i) the occurrence of any breach of any representation, warranty or covenant contained in this Agreement of such party in any material respect; (ii) disclosed in an action any failure of such party to comply with or proceeding brought satisfy any covenant, condition or agreement to be complied with or satisfied by a it hereunder; and (iii) any notice or other communication from any third party hereto in pursuit alleging that the consent of its rights such Third Party is or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents may be required in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesAgreement.

Access to Information; Confidentiality. (a) Between Buyer acknowledges that the date of information being provided to it in connection with the transactions contemplated by this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which Ancillary Agreements is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement, the terms of which (including as to term and termination) are incorporated herein by reference. Effective upon, and only upon, the Closing, the Confidentiality Agreement shall terminate with respect to information relating solely to the Transferred Companies; provided, however, that Buyer acknowledges that any and all other information provided to it by Seller concerning the Parent Group shall remain subject to the terms and conditions of the Confidentiality Agreement during the term thereof. (b) Each party will From the date hereof until the Closing, Seller shall give, and shall cause the Transferred Companies to give, Buyer, its financial advisors, actuaries, auditors and other authorized representatives and agents reasonable access during normal business hours to: (i) all of the offices, properties and Books and Records; (ii) such financial and operating data and other information relating to the Transferred Companies as such Persons may reasonably request; and (iii) the employees of Seller or the Transferred Companies whose assistance and expertise are necessary to assist Buyer in connection with Buyer’s investigation of the Transferred Companies and Buyer’s reasonable preparation to integrate and transition the Transferred Companies and their business and personnel into Buyer’s organization following the Closing; provided that in no event shall Seller or the Transferred Companies be required to provide any such access (x) to any such Books and Records, data and information to the extent that they contain information that is subject to an attorney-client privilege, constitute attorney work product or are subject to any obligation of confidentiality or privacy or (y) to the extent that it would unreasonably disrupt the normal operations of Seller or the Transferred Companies. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. (c) After the Closing, Seller shall, and shall cause the other members of the Parent Group to, hold, and will use its commercially reasonable efforts shall instruct its, and shall cause the other members of the Parent Group to cause its Agents instruct their respective, officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderLaw, all documents and information concerning the other party and its Affiliates furnished Transferred Companies that are specifically identified as confidential or that are known by Seller to it by such other party or its Agents in connection with this Agreement or the transactions contemplated herebybe, confidential, except to the extent that such documents or information can be shown to have been (xi) previously known on a nonconfidential basis by the Company or Buyer, as applicable, or its Agents or AffiliatesSeller, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of Seller or any other member of the Company Parent Group or (iii) lawfully acquired by Seller from sources other than those related to its prior ownership of the Transferred Companies. The obligation of Seller and the other members of the Parent Group to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. The covenant set forth in this Section 4.4(c) shall terminate six years after the Closing Date. (d) From the Closing until the earlier of the sixth anniversary of the Closing or such earlier time as the information and access described below is no longer reasonably required by Buyer, as applicableSeller shall, and shall cause each of its Agents Affiliates to, (i) afford to Buyer and its financial advisors, actuaries, auditors and other authorized representatives reasonable access during normal business hours to its books and records, books of account, financial and other records (including accountants’ work papers), information, employees, financial advisors, actuaries, auditors and other representatives and agents to the extent relating to the Transferred Companies or Affiliates their respective businesses conducted prior to the Closing Date and (ii) use its commercially reasonable efforts to cause its representatives to cooperate with, and make themselves and any books and records related to the Transferred Companies or their respective businesses conducted prior to the Closing Date in their possession, in each case, to the extent reasonably required to permit Buyer to determine any matter relating to its rights and obligations under any Transaction Agreement or for any other reasonable purpose (z) later acquired including for audit, accounting, regulatory, investigation, dispute or litigation purposes and for fulfilling disclosure and reporting obligations required by applicable Law); provided that such access does not unreasonably interfere with the Company conduct of the business of Seller or Buyerany of its Affiliates; and provided, as applicablefurther, that in no event shall Seller or its Agents or Affiliates from another source if the recipient is not aware that be required to provide access to any such source is under an obligation records and information to the Company extent that they contain information that is subject to an attorney-client or Buyerother legal privilege, as applicable, constitutes attorney work product or such party’s is subject to any obligation of confidentiality or privacy. Buyer shall bear all out-of-pocket costs and expenses (including attorneys’ fees) reasonably incurred by Seller or any of its Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with the obligations of Seller and its Affiliates included in this Section 4.4(d). (e) From the Closing until the earlier of the sixth anniversary of the Closing or such earlier time as the information and access described below is no longer reasonably required by Seller, Buyer shall cause the Transferred Companies to (i) afford to Seller and its financial advisors, actuaries, auditors and other authorized representatives and agents reasonable access during normal business hours to their books and records, books of account, financial and other records (including accountants’ work papers), information, employees, financial advisors, actuaries, auditors and other representatives and agents relating to periods prior to the Closing Date and (ii) use its commercially reasonable efforts to cause the representatives of the Transferred Companies to cooperate with, and make themselves and any books and records related to the Transferred Companies for periods prior to the Closing Date in their possession, in each case, to the extent reasonably required to permit Seller to determine any matter relating to its rights and obligations under any Transaction Agreement or for any other reasonable purpose (including for audit, accounting, regulatory, investigation, dispute or litigation purposes and for fulfilling disclosure and reporting obligations required by applicable Law); provided that such access does not unreasonably interfere with the transactions contemplated hereby conduct of the business of Buyer or destroy the Transferred Companies or cause any of their Affiliates; and provided, further, that in no event shall Buyer or its Affiliates be required to be destroyed all provide access to any such documentation records and information to the extent that they contain information that is subject to an attorney-client or other legal privilege, constitutes attorney work product or is subject to any obligation of confidentiality or privacy. Seller shall bear all out-of-pocket costs and all notesexpenses (including attorneys’ fees) reasonably incurred by Buyer or any of its Affiliates in connection with the obligations of Buyer and its Affiliates included in this Section 4.4(e). (f) Buyer shall cause the Transferred Companies to maintain their Books and Records relating to the periods prior to the Closing Date for a period of not less than six years following the Closing Date, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by after which the Company or Buyer, as applicable, or its Agents or AffiliatesTransferred Companies may destroy such records in their sole discretion.

Access to Information; Confidentiality. (a) Between Subject to applicable Law and the terms hereof, the Company (i) will provide and will cause its Subsidiaries and its and their respective Representatives to provide Parent, Purchaser and their Representatives, access to the officers, management, employees, offices, properties (including current and future factories supplying products to the Company), materials, Company Contracts, books and records and such other financial, operating and other relevant documents and data (including sourcing information) of the Company and its Subsidiaries reasonably requested by Purchaser (so long as such access does not materially interfere with the operations of the Company), (ii) will permit, after commencement of the Offer in accordance with this Agreement, a minimum of three Representatives of Purchaser (or such lesser number as Purchaser may determine) (each such Representative, a “Qualified Representative”) to meet with Company personnel regarding the commercial business or operations of the Company or its Subsidiaries (it being understood that for purposes hereof, Xxxxx Xxxxxxxxx shall be deemed to be a Qualified Representative), (iii) will permit Purchaser to make one presentation to the Company Board during the two week period following the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, the Agreement. The Company shall afford to the officers and other representatives of Buyer reasonable access, upon Buyerwill reasonably assist Purchaser’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere communications with business operations, to the Company’s employees with respect to this Agreement, the transactions contemplated hereby and the Subsidiaries’ premises, properties, books future operations of the Company and records, Contracts and other documents, financial and operating data and employeesthe role of such employees within that business. Notwithstanding the foregoing, the Company shall not have any obligation be obligated to provide Buyer comply with any such access the foregoing provisions of this Section 6.4(a) (A) with respect to materials, documents or information relating to this Agreement or the transactions contemplated hereby, or any Takeover Proposal, Superior Proposal, contemplated Recommendation Change or Alternative Acquisition Agreement or (B) if the Company determines in its reasonable business judgment that (1) such compliance would be reasonably expected to result in the violation of applicable Law or a material breach of an agreement to which the Company or any of its Subsidiaries is subject a party or (2) such noncompliance is necessary or advisable to preserve attorney-client client, work-product or any similar privilege, or prohibited under applicable Lawsto protect any trade secret. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that All information (xwhether oral, written or in any other form) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded exchanged or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained received pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement6.4(a) shall be governed by deemed to be “Proprietary Information”, as defined in and subject to the terms of the Confidentiality Agreement. (b) Each party will holdNo investigation by any of the parties or their respective Representatives shall affect the representations, and will use its commercially reasonable efforts to cause its Agents to holdwarranties, in strict confidencecovenants, unless (i) compelled to disclose by judicial conditions or administrative process or by other requirements agreements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesparties set forth herein.

Access to Information; Confidentiality. (a) Between The Company shall afford to Parent and to its officers, employees, accountants, consultants, legal counsel, financial advisors and agents and other representatives (collectively, “Representatives”) reasonable access during normal business hours upon reasonable prior notice to the Company, throughout the period from the date of this Agreement to the earlier to occur of the Effective Time and the earlier of (i) the date on which this Agreement is terminated Termination Date, to its and its Subsidiaries’ Representatives, properties, contracts, commitments, books and records and any report, schedule or other document filed or received by it pursuant to the terms hereof and (ii) the Closing Date, the Company shall afford to the officers and other representatives requirements of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employeesapplicable Laws. Notwithstanding the foregoing, the Company shall not have any obligation be required to provide Buyer with any afford such access if it would unreasonably disrupt the operations of the Company or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such any of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) Subsidiaries, would cause a violation of any agreement to which the Company shall be entitled or any of its Subsidiaries is a party, would result in a loss of privilege to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded the Company or information shared as any of its Subsidiaries or would be in constitute a violation of any applicable LawsLaw, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise nor shall affect any representation or warranty contained in this Agreement Parent or any condition of its Representatives be permitted to the obligations perform any onsite procedure (including any onsite environmental study) with respect to any property of the parties hereto. Any such information Company or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms any of the Confidentiality Agreementits Subsidiaries. (b) Each party will holdTo the extent permitted by Law, the Company shall cause its and its Subsidiaries’ officers and employees to assist, and will shall use its commercially reasonable efforts to cause its Agents and their other Representatives to holdassist, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party Parent and its Affiliates furnished Representatives in their planning and preparation with respect to the operation of the business of the Company and its Subsidiaries from and after the Closing, including with respect to budget, strategy and other matters. (c) Parent hereby agrees that all information provided to it by such other party or its Agents Representatives in connection with this Agreement or and the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing consummation of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummatedshall be deemed to be Evaluation Material, upon as such term is used in, and shall be treated in accordance with, the request of Confidentiality Agreement, executed on January 9, 2007, between the Company or Buyerand American Capital Strategies, as Ltd. (the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant Subject to the terms hereof and (ii) the Closing Datecompliance with applicable Laws, the Company shall afford to give the officers Purchaser, the Guarantor and other representatives of Buyer their respective officers, employees, directors, agents, advisors, representatives, lenders and potential lenders (a) upon reasonable accessnotice, upon Buyer’s reasonable prior request, access during normal business hours to its and in a manner that does not disrupt or interfere with business operations, to the Company’s and the its Subsidiaries’ (i) premises, properties, (ii) property and assets (including all books and records, whether retained internally or otherwise), (iii) Contracts and other documentsLeases, and (iv) senior personnel, so long as the access does not unduly interfere with the Ordinary Course conduct of the business of the Company; and (b) such financial and operating data or other information with respect to the assets or business of the Company and employeesits Subsidiaries as the Purchaser from time to time reasonably requests. Notwithstanding Subject to compliance with applicable Laws and such requests not unduly interfering with the foregoingOrdinary Course conduct of the business of the Company, the Company shall will also make available to Purchaser, Guarantor and their respective officers, employees, directors, agents, advisors and representatives, information reasonably requested by the Purchaser for the purposes of preparing, considering and implementing integration and strategic plans for the combined businesses of the Company, the Purchaser and the Guarantor following completion of the Arrangement. Investigations made by or on behalf of the Purchaser, whether under this Section 4.5 or otherwise, will not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilegewaive, diminish the scope of, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained made by the Company in this Agreement or any condition to Agreement. Without limiting the obligations generality of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms provisions of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts the Purchaser acknowledges that all information provided to cause its Agents it under this Section 4.5, or otherwise pursuant to hold, in strict confidence, unless (i) compelled to disclose by judicial this Agreement or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except is subject to the Confidentiality Agreement, which will remain in full force and effect in accordance with its terms notwithstanding any other provision of the Confidentiality Agreement, this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Confidentiality Agreement, the provisions of this Agreement will supersede those of the Confidentiality Agreement but only to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company conflict or Buyer, as applicable, inconsistency and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request all other provisions of the Company or Buyer, as the case may be, the other party will, Confidentiality Agreement will remain in full force and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliateseffect.

Access to Information; Confidentiality. (a) Between From the date hereof to the Effective Time or the earlier termination of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateAgreement, upon reasonable prior notice, the Company shall, and shall use reasonable best efforts to cause its Subsidiaries, officers, Directors and Representatives to, afford to the officers Parent, Merger Sub and other representatives of Buyer their respective Representatives reasonable access, upon Buyer’s reasonable prior request, access during normal business hours and in a manner that does not disrupt or interfere upon reasonable advance notice, consistent with business operationsapplicable Law, to the Company’s and the Subsidiaries’ premisesofficers, employees, properties, offices, other facilities and books and records, Contracts and shall furnish Parent, Merger Sub and their respective Representatives with all financial, operating and other documents, financial and operating data and employeesinformation as Parent, Merger Sub and their respective Representatives shall reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall not include any intrusive testing or environmental sampling of any kind and shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries shall not have any obligation be required to provide Buyer with any access to or to disclose information where such access or disclosure would (i) breach or cause a default under any agreement with any third party (provided that the Company has used commercially reasonable efforts to find an alternative means, not constituting a breach of any such agreement with a third party, to provide the access or information which is subject to contemplated by this Section 6.6), (ii) constitute a waiver of the attorney-client privilege, or prohibited under applicable Laws. The other privilege held by the Company will also afford access by Buyer to such or any of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that Subsidiaries or (xiii) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of otherwise violate any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality AgreementLaw. (b) Each party of Parent and Merger Sub will hold, hold and treat and will use its commercially reasonable efforts to cause its Agents Representatives to hold, hold and treat in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, confidence all documents and information concerning the other party Company and its Affiliates Subsidiaries furnished to it by such other party Parent or its Agents Merger Sub in connection with this Agreement or the transactions contemplated herebyby this Agreement in accordance with the Confidentiality, except to the extent that such documents or information can be shown to have been (x) previously known by Non-Disclosure and Non-Solicitation Agreement between the Company or Buyerand Parent dated as of November 9, as applicable2009 (the “Confidentiality Agreement”), or which Confidentiality Agreement shall remain in full force and effect in accordance with its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesterms.

Access to Information; Confidentiality. (a) Between From the date hereof to the Effective Time or termination pursuant to Article 10 of this Agreement, upon reasonable notice and subject to applicable Laws, FBI and First National shall afford each other, and each other's accountants, counsel, and other representatives, during normal working hours for the period of time prior to the Effective Time, reasonable access to all of its and its Subsidiaries' properties, books, contracts, commitments, and records and, during such period, each shall furnish promptly to the other party (i) a copy of each report, schedule, and other document filed or received by it or any of its Subsidiaries during such period pursuant to the requirements of the Securities Laws, (ii) a copy of all filings made with any Regulatory Authorities or other governmental entities in connection with the transactions contemplated by this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof all written communications received from such Regulatory Authorities and governmental entities related thereto, and (iiiii) the Closing Dateall other information concerning its or its Subsidiaries' business, the Company shall afford to the officers properties and personnel as such other representatives of Buyer reasonable access, upon Buyer’s reasonable prior party may reasonably request, during normal business hours and in a manner that does not disrupt or interfere including reports of condition filed with business operationsRegulatory Authorities. In this regard, to without limiting the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding generality of the foregoing, each of the Company parties hereto shall not have notify the other parties hereto promptly upon the receipt by it of any obligation to provide Buyer with any such access or information which is subject to attorney-client privilegecomments from the SEC, or prohibited under applicable Laws. The Company its staff, and of any requests by the SEC for amendments or supplements to the Registration Statement or the Proxy Statement or for additional information and will also afford access by Buyer to such supply the other parties hereto with copies of all correspondence between it and its representatives, on the one hand, and the SEC or the members of its Top Customers staff or any other government official, on the other hand, with respect to the Registration Statement or the Proxy Statement. Each party hereto shall, and Top Suppliers as Buyer reasonably requests; provided that shall cause its advisors and representatives to (x) conduct its investigation in such a manner which will not unreasonably interfere with the Company normal operations, customers or employee relations of the other and shall be entitled to be present in accordance with procedures established by the parties having the due regard for all discussions and meetings with such customers and suppliers the foregoing, and (y) no such access shall be afforded or information shared refrain from using for any purposes other than as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained set forth in this Agreement Agreement, and shall treat as confidential, all information obtained by each hereunder or any condition in connection herewith and not otherwise known to them prior to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality AgreementEffective Time. (b) Each party FBI and its Affiliates will hold, and will use its commercially reasonable their best efforts to cause its Agents their officers, directors, employees, consultants, advisors, representatives, and agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunderlegal process, all confidential documents and information concerning the other party First National furnished to FBI and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated herebyby this Agreement, including information provided in accordance with this Section 8.4, except to the extent that such documents or information can clearly be shown demonstrated by FBI to have been (xi) previously known on a nonconfidential basis by the Company or Buyer, as applicable, or its Agents or AffiliatesFBI, (yii) in the public domain other than as a result of disclosure by FBI and any of its Affiliates, or (either prior iii) later lawfully acquired by FBI from sources other than First National; provided, however, that FBI may disclose such information to or after its officers, directors, employees, consultants, advisors, representatives, and agents in connection with the furnishing transactions contemplated by this Agreement only to the extent that such Persons who, in FBI's reasonable judgment, need to know such information for the purpose of evaluating First National (provided that such Persons shall be informed of the confidential nature of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired shall agree to be bound by the Company or Buyerterms of this provision) and, as applicablein any event, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation disclosures shall be made only to the Company or Buyer, as applicable, or extent necessary for such party’s Affiliates to keep such documents and information confidentialpurposes. In the event that If this Agreement is terminated without in accordance with Article 10 hereof, FBI and its Affiliates shall maintain the transactions contemplated hereby having been consummated, upon the request confidence of the Company or Buyer, as the case may be, the other party such information and will, and will use their best efforts to cause its Agents officers, directors, employees, consultants, advisors, representatives, and agents to, promptly return or cause to be returned First National all documents and other materials, and all copies made thereof, obtained by FBI or any of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents Affiliates in connection with this Agreement or the transactions contemplated hereby or destroy or cause that are subject to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesthis Section 8.4.

Access to Information; Confidentiality. (a) Between the date of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing DateUpon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) afford reasonable access to Parent’s Representatives, in a manner not disruptive to the officers operations of the business of the Company and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior requestits Subsidiaries, during normal business hours and in a manner that does not disrupt upon reasonable notice throughout the period prior to the Effective Time (or interfere with business operationsuntil the earlier termination of this Agreement), to the Company’s and the Subsidiaries’ premisespersonnel, agents, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, records of the Company and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries as may reasonably be requested; provided, however, that nothing herein shall require the Company or any of its Subsidiaries to disclose any information to Parent or Acquisition Sub if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated hereby are not have any obligation consummated, (ii) violate Applicable Law, including COVID-19 Measures (provided, that the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide Buyer with any such access as can be provided in a manner without violating such COVID-19 Measures or information other applicable Law) or the provisions of any Contract to which the Company or any of its Subsidiaries is subject to a party or (iii) jeopardize any attorney-client client, attorney work product or any other legal privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation or access permitted pursuant to this paragraph or otherwise Section 6.5(a) shall affect or be deemed to modify any representation or warranty contained in this Agreement or made by the Company hereunder. Parent and the Parent External Adviser agree that it and they will not, and will cause its and their Representatives not to, use any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in 6.5(a) for any competitive or other purpose unrelated to the consummation of the transactions contemplated hereby. The Confidentiality Agreement) Agreement shall be governed apply with respect to information furnished by the terms of Company, the Confidentiality AgreementCompany External Adviser, its Subsidiaries and the Company’s officers, employees and other Representatives hereunder. (b) Each party will holdUpon reasonable notice, Parent shall (and will use shall cause each of its commercially Subsidiaries (including Acquisition Sub) to) afford reasonable efforts access to cause its Agents to holdthe Company’s Representatives, in strict confidencea manner not disruptive to the operations of the business of Parent and its Subsidiaries, unless during normal business hours and upon reasonable notice throughout the period prior to the Effective Time (or until the earlier termination of this Agreement), to the personnel, agents, properties, books and records of Parent and its Subsidiaries and, during such period, shall (and shall cause each of its Subsidiaries (including Acquisition Sub) to) furnish promptly to such Representatives all information concerning the business, properties and personnel of Parent and its Subsidiaries (including Acquisition Sub) as may reasonably be requested; provided, however, that nothing herein shall require Parent or any of its Subsidiaries (including Acquisition Sub) to disclose any information to the Company if such disclosure would, in the reasonable judgment of Parent, (i) compelled cause significant competitive harm to disclose by judicial Parent or administrative process or by other requirements of applicable Laws its Subsidiaries (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or including Acquisition Sub) if the transactions contemplated hereby by a Governmental Authority)are not consummated, or (ii) disclosed violate Applicable Law, including COVID-19 Measures (provided, that Parent shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided in an action a manner without violating such COVID-19 Measures or proceeding brought by other applicable Law) or the provisions of any Contract to which Parent or any of its Subsidiaries (including Acquisition Sub) is a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (ziii) later acquired jeopardize any attorney-client, attorney work product or any other legal privilege. No investigation or access permitted pursuant to this Section 6.5(b) shall affect or be deemed to modify any representation or warranty made by the Parent or Acquisition Sub hereunder. The Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware agrees that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party willit will not, and will cause its Agents Representatives not to, promptly return use any information obtained pursuant to this Section 6.5(b) for any competitive or cause other purpose unrelated to be returned all copies the consummation of documents and the transactions contemplated hereby. The Confidentiality Agreement shall apply mutatis mutandis with respect to information furnished by Parent, the Company or BuyerParent External Adviser, as applicableParent’s Subsidiaries, or its Agents to such party Acquisition Sub and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notesParent’s officers, memoranda, summaries, analyses, compilations employees and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesRepresentatives hereunder.

Access to Information; Confidentiality. (a) Between Each of the date Company Parties, on one part, and Public Company and ISR, on another part, shall afford to the other party and to the officers, employees, accountants, counsel, financial advisors and other representatives of this Agreement such other party, reasonable access during normal business hours during the period prior to the Closing Date to all their respective properties, books, contracts, commitments, personnel and records and, during such period, each of the earlier of # Company Parties and Public Company and ISR shall furnish promptly to the other party (i) the date on which this Agreement is terminated a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the terms hereof requirements of United States federal or state securities laws and (ii) the Closing Dateall other information concerning its business, the Company shall afford to the officers properties and personnel as such other representatives of Buyer reasonable access, upon Buyer’s reasonable prior party may reasonably request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation review pursuant to this paragraph or otherwise Section 6.1 shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed given by the terms of the Confidentiality Agreementother party hereto. (b) Each party will holdof the Company Parties, on one part, and Public Company, on another part, will use its commercially reasonable efforts hold and will cause each of their respective officers, directors, employees, attorneys, investment bankers and other advisors (“representatives”) to cause its Agents to hold, hold in strict confidence, confidence (unless (i) compelled to disclose by judicial or administrative process process) all non-public information obtained, whether prior to or by other requirements of applicable Laws (including, without limitation, in connection with obtaining after the necessary approvals date of this Agreement Agreement, from or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit provided on behalf of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated herebyparty, except to the extent that such documents or information can be shown to have been (xi) previously known or independently developed by the Company or Buyer, as applicable, or its Agents or Affiliatesparty receiving such information, (yii) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyerreceiving party, as applicable, and its Agents or Affiliates or (ziii) later lawfully acquired by the Company or Buyer, as applicable, or its Agents or Affiliates receiving party from another source if other sources not known by the recipient is not aware that such source is under an obligation receiving party to be bound by confidentiality obligations (the “Confidential Information”). Each of the Company or BuyerParties, as applicableon one part, or and Public Company and ISR, on another part, will, and will cause each of their respective representatives to, use the Confidential Information received by it solely in connection with its evaluation of the transactions contemplated by this Agreement in furtherance of the consummation of such party’s Affiliates to keep such documents and information confidentialtransactions in accordance with the terms of this Agreement. In the event that of the termination of this Agreement is terminated without Agreement, the transactions contemplated hereby having been consummatedCompany Parties, on one part, and Public Company and ISR, on another part, will, and will cause each of their respective representatives to, (x) maintain the confidentiality of the Confidential Information, and (y) return all written Confidential Information promptly upon the written request of the other party. In addition, each of the Company or BuyerParties, on one part, and Public Company and ISR, on another part, will, and will cause each of their respective representatives, not to solicit any employee of the other for employment, provided that each of Company and Public Company and ISR may engage in general solicitations of employment not specifically directed to employees of Company and Public Company and ISR, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.

Access to Information; Confidentiality. (a) Between From the date Closing until the seventh anniversary of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant to the terms hereof and (ii) the Closing Date, each of Seller and IDB Buyer shall not, and shall cause its respective Affiliates and officers, directors, employees, accountants, counsel, financial advisors, consultants, financing sources and other advisors or representatives (including its depositories, custodians, service providers and outsourcing partners that hold or maintain records for such Party) (collectively, "Representatives") not to, destroy or otherwise dispose of any books, records or other information relating to, in the Company case of Seller, the IDB Subsidiaries or, in the case of IDB Buyer, the Seller Retained Subsidiaries without first providing the other Party reasonable advance notice with respect to such destruction or other disposition and a reasonable opportunity to take possession of such books, records and information. During such time period, each of Seller and IDB Buyer shall, and shall afford cause its respective Affiliates and Representatives to, (1) reasonably make available to the officers other Party and its Representatives copies of the books, records or other representatives information relating to, in the case of Buyer Seller, the IDB Subsidiaries or, in the case of IDB Buyer, the Seller Retained Subsidiaries, (2) respond promptly to the reasonable accessrequests of the other Party and its Representatives for information relating to, upon in the case of Seller, the IDB Subsidiaries or, in the case of IDB Buyer’s reasonable prior request, during normal business hours the Seller Retained Subsidiaries, including in connection with Taxes, Public Deal Proceedings and in a manner that does not disrupt or interfere with business operationsPre-Closing Proceedings and (3) promptly make available its personnel and the personnel of its Affiliates and Representatives regarding the foregoing, to the Company’s extent such activities are at reasonable times and places and do not substantially interfere with the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company shall not have any obligation to provide Buyer with any such access or information which is subject to attorney-client privilege, or prohibited under applicable Laws. The Company will also afford access by Buyer to such performance of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Laws, including Antitrust Laws. No investigation pursuant to this paragraph or otherwise shall affect any representation or warranty contained in this Agreement or any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementtheir employment duties. (b) Each party will holdIDB Buyer agrees it shall be bound to the confidentiality agreement, dated as of October 2, 2013, by and between GFI and CME (the "Confidentiality Agreement"), as if it was a signatory thereto in the same capacity as CME thereunder, which shall continue in full force and effect in accordance with its terms. If the Closing occurs, such confidentiality agreement shall terminate at such time. (c) From and after the Closing, IDB Buyer shall not, and will use IDB Buyer shall cause the IDB Subsidiaries and its commercially reasonable efforts and their respective Representatives not to, divulge or convey to cause its Agents any third party any Trayport & FENICS Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of Trayport & FENICS Confidential Information as such Person reasonably determines they are legally obligated to hold, in strict confidence, unless disclose if: (i) compelled they receive a request to disclose all or any part of the Trayport & FENICS Confidential Information under the terms of a subpoena, civil investigative demand or order issued by judicial or administrative process or by other requirements for the benefit of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), Entity or Self-Regulatory Organization; (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent not inconsistent with such request and permissible under applicable Law, the recipient notifies Seller of the existence, terms and circumstances surrounding such request and consults with Seller on the advisability of taking steps available under applicable Law to resist or narrow such request; (iii) the recipient discloses only that such documents portion of the Trayport & FENICS Confidential Information as it reasonably determines they are legally obligated to disclose; and (iv) the recipient cooperates with Seller and otherwise exercises its reasonable best efforts to obtain an order or information can other reliable assurance that confidential treatment will be shown accorded to have been the Trayport & FENICS Confidential Information required to be disclosed pursuant to a subpoena, civil investigative demand or order. (xd) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or From and after the furnishing Closing, Seller shall not, and Seller shall cause the Seller Retained Subsidiaries and its and their respective Representatives not to, divulge or convey to any third party any IDB Confidential Information; provided, however, that any such Person may furnish such portion (and only such portion) of IDB Confidential Information as such documents Person reasonably determines they are legally obligated to disclose if: (i) they receive a request to disclose all or information hereunder) through no fault any part of the Company IDB Confidential Information under the terms of a subpoena, civil investigative demand or Buyerorder issued by or for the benefit of a Governmental Entity or Self-Regulatory Organization; (ii) to the extent not inconsistent with such request and permissible under applicable Law, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware notifies IDB Buyer of the existence, terms and circumstances surrounding such request and consults with IDB Buyer on the advisability of taking steps available under applicable Law to resist or narrow such request; (iii) the recipient discloses only that such source is under portion of the IDB Confidential Information as it reasonably determines they are legally obligated to disclose; and (iv) the recipient cooperates with Seller and otherwise exercises its reasonable best efforts to obtain an obligation order or other reliable assurance that confidential treatment will be accorded to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause IDB Confidential Information required to be returned all copies of documents and information furnished by the Company disclosed pursuant to a subpoena, civil investigative demand or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliatesorder.

Access to Information; Confidentiality. (a) Between Upon reasonable notice, each of Parent and the date Company shall (and shall cause each of its Subsidiaries to) (i) afford to the officers, employees, accountants, counsel, financial advisors and other representatives of the other party, access, during normal business hours during the period before the earlier of the termination of this Agreement and the earlier of (i) the date on which this Agreement is terminated pursuant Effective Time, to the terms hereof all its properties, books, contracts, records and officers and (ii) the Closing Dateduring such period, the Company shall afford make available all other information concerning its business, properties and personnel, in each case, as such other party may reasonably request. Notwithstanding anything in this Section 5.2 or Section 5.3 to the officers and other representatives contrary, neither party nor any of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, to the Company’s and the Subsidiaries’ premises, properties, books and records, Contracts and other documents, financial and operating data and employees. Notwithstanding the foregoing, the Company its Subsidiaries shall not have any obligation be required to provide Buyer with any access to or to disclose information where such access or disclosure would jeopardize any legally recognized privilege applicable to such information which is subject or violate or contravene any applicable Laws or binding agreement entered into before the execution of this Agreement (including any Laws relating to privacy). The parties will take appropriate actions as are necessary to permit disclosure, including entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege, or prohibited make appropriate substitute disclosure arrangements under applicable Laws. The Company will also afford access by Buyer to such circumstances in which the restrictions of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company shall be entitled to be present for all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of any applicable Lawspreceding sentence apply, including Antitrust Lawsadopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with applicable Law, and, if necessary, restricting review of certain sensitive material to the receiving party’s financial advisors or outside legal counsel. No information or knowledge obtained in any investigation pursuant to under this paragraph or otherwise Section 5.2 shall affect or be deemed to modify any representation or warranty contained in this Agreement or made by any condition to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreementparty hereunder. (b) Each party The parties will hold, and will use its commercially reasonable efforts to cause its Agents to hold, hold any such information in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except confidence to the extent that such documents or information can be shown to have been (x) previously known by required by, and in accordance with, the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault provisions of the Company or BuyerConfidentiality Agreement, which Confidentiality Agreement will remain in full force and effect as applicable, provided under Section 8.5(a) up to and its Agents or Affiliates or (z) later acquired by until the Company or Buyer, as applicable, or its Agents or Affiliates from another source if Closing. The parties agree that the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Confidentiality Agreement is terminated without the transactions contemplated hereby having been consummated, shall terminate immediately upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or AffiliatesClosing.

Access to Information; Confidentiality. (a) Between Subject to applicable Laws, the Company shall afford to Parent and its Representatives reasonable access during normal business hours during the period from the date hereof until the earlier to occur of this Agreement the Effective Time and the earlier of (i) the date date, if any, on which this Agreement is terminated pursuant to the terms hereof Section 8.01 to all of its and (ii) the Closing Dateits Subsidiaries’ properties, books, contracts, commitments, personnel and records and, during such period, the Company shall furnish to Parent promptly all other information concerning its business, properties and personnel as the other party may reasonably request. Subject to applicable Laws, Parent shall afford to the Company and its Representatives reasonable access to its executive officers and other representatives of Buyer reasonable access, upon Buyer’s reasonable prior request, during normal business hours and in a manner that does not disrupt or interfere with business operations, during the period from the date hereof until the earlier to occur of the Company’s Effective Time and the Subsidiaries’ premisesdate, propertiesif any, books on which this Agreement is terminated pursuant to Section 8.01. Each party shall hold, and recordsshall cause its Representatives to hold, Contracts all information received from the other party, directly or indirectly, in confidence in accordance with the confidentiality agreement, dated as of August 2, 2012, between Parent and other documentsthe Company (as it may be amended from time to time, financial and operating data and employeesthe “Confidentiality Agreement”). Notwithstanding the foregoing, the Company neither party shall not have any obligation be obligated to provide Buyer with any such access or information which is subject to the extent that doing so (x) may cause a waiver of an attorney-client privilegeprivilege or loss of attorney work product protection, (y) would violate a confidentiality obligation to any person or prohibited under (z) would violate any Law applicable Lawsto it, its Subsidiaries or its business. The Company will also afford access by Buyer to such of its Top Customers and Top Suppliers as Buyer reasonably requests; provided that (x) the Company disclosing party shall be entitled to be have its Representatives present for at all discussions and meetings with such customers and suppliers and (y) no such access shall be afforded or information shared as would be in violation of times during any applicable Laws, including Antitrust Laws. No investigation inspection pursuant to this paragraph Section 6.02. No access or otherwise shall information provided pursuant to this Section 6.02 will affect any representation of the representations or warranty warranties of the parties contained in this Agreement. (b) Notwithstanding anything in this Section 6.02 to the contrary, no party nor any of its Representatives shall (i) contact or have any discussions with any of the other party’s employees below the level of Executive Vice President (or, if no such position exists with respect to any particular area of such other party’s organization, its equivalent), unless in each case an employee of such other party at or above the level of Executive Vice President has (A) made such employee available or (B) given written consent to discuss with such employee (such consent not to be unreasonably withheld, conditioned or delayed), (ii) subject to Section 6.03(f)(ii), contact or have any discussions with any of the vendors, licensees, franchisees, landlords or sublandlords (including any airport authority) or tenants or subtenants of any party or its Subsidiaries, without prior written consent of the relevant party, not to be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) that involves physical disturbance or damage to any property or any portions thereof. (c) No access or information provided pursuant to this Section 6.02 or information provided or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or any condition the conditions hereunder to the obligations of the parties hereto. Any such information or material obtained pursuant to this Section 4.2 that constitutes “Evaluation Material” (as such term is defined in the Confidentiality Agreement) shall be governed by the terms of the Confidentiality Agreement. (b) Each party will hold, and will use its commercially reasonable efforts to cause its Agents to hold, in strict confidence, unless (i) compelled to disclose by judicial or administrative process or by other requirements of applicable Laws (including, without limitation, in connection with obtaining the necessary approvals of this Agreement or the transactions contemplated hereby by a Governmental Authority), or (ii) disclosed in an action or proceeding brought by a party hereto in pursuit of its rights or in the exercise of its remedies hereunder, all documents and information concerning the other party and its Affiliates furnished to it by such other party or its Agents in connection with this Agreement or the transactions contemplated hereby, except to the extent that such documents or information can be shown to have been (x) previously known by the Company or Buyer, as applicable, or its Agents or Affiliates, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of the Company or Buyer, as applicable, and its Agents or Affiliates or (z) later acquired by the Company or Buyer, as applicable, or its Agents or Affiliates from another source if the recipient is not aware that such source is under an obligation to the Company or Buyer, as applicable, or such party’s Affiliates to keep such documents and information confidential. In the event that this Agreement is terminated without the transactions contemplated hereby having been consummated, upon the request of the Company or Buyer, as the case may be, the other party will, and will cause its Agents to, promptly return or cause to be returned all copies of documents and information furnished by the Company or Buyer, as applicable, or its Agents to such party and its Agents in connection with this Agreement or the transactions contemplated hereby or destroy or cause to be destroyed all such documentation and information and all notes, memoranda, summaries, analyses, compilations and other writings related thereto or based thereon prepared by the Company or Buyer, as applicable, or its Agents or Affiliates.