Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a).

Access to Information; Confidentiality. (a) From 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 Agreement. The Company will reasonably assist Purchaser’s communications with the Company’s employees with respect to the Effective Timethis Agreement, the Company shall, transactions contemplated hereby and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities future operations of the Company and the Company Subsidiaries and to role of such employees within that business. Notwithstanding the booksforegoing, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required obligated to (or to cause any Company Subsidiary tocomply with the foregoing provisions of this Section 6.4(a) afford such access or furnish such information to the extent that the Company believes that doing so would: (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 loss violation of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access applicable Law or disclosure in a manner that does not result in a loss material breach of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract an agreement to which the Company or any Company Subsidiary of its Subsidiaries is partya party or (2) such noncompliance is necessary or advisable to preserve attorney-client, (C) result in a competitor of the Company work-product or any Company Subsidiary receiving similar privilege, or to protect any trade secret. All information that is competitively sensitive (whether oral, written or (D) breach, contravene or violate any applicable Law (including the HSR Act or in any other antitrust form) exchanged or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives received pursuant to this Section 5.3(a)6.4(a) shall be deemed to be “Proprietary Information”, as defined in and subject to the terms of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof until earlier of the Closing or termination of this Agreement to the Effective TimeAgreement, the Company shall: (a) afford Purchaser and its Representatives reasonable access to and the right to inspect the facilities, assets, premises, books and records, contracts, and shall cause each Company Subsidiary agreements of the Company; (b) make the officers and each Employees of their respective directorsthe Business available to Purchaser and its Representatives as they may from time to time request; (c) furnish Purchaser and its Representatives with such financial, officers, employees, accountants, consultants, legal counsel, advisors, agents operating and other representativesdata and information related to the Company as Purchaser or any of its Representatives may reasonably request; and (d) instruct the Representatives of the Company to cooperate with Purchaser in its investigation of the Company; provided, (collectivelyhowever, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholders Representative, under the supervision of the Company’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted the Company. All requests by Purchaser for access pursuant to this Section 6.1 shall be submitted or directed exclusively to the Company Shareholders Representative, or any Company Subsidiarysuch other individuals as the Shareholders Representative may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, upon reasonable advance notice to none of the Company, its Representatives, the Shareholders Representative, or the Shareholders shall be required to disclose any information to Purchaser if such disclosure would, in the officers, employees, properties, offices and Shareholders Representative’s sole discretion: (i) result in a waiver of any attorney-client or other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and privilege; (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent contravene any applicable Law; or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to iii) cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties 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 violate any obligations 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 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 any Company Subsidiary subsurface investigations of the facilities. Purchaser shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to confidentiality to any third party access or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)6.1.

Access to Information; Confidentiality. (a) From To the extent permitted by applicable Law, from and after the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to the Effective TimeSection 8.01, the Company shallshall afford to Purchaser, and shall cause each Company Subsidiary and each of their respective directors, to Purchaser’s officers, employees, accountants, consultants, legal counsel, advisors, agents financial advisors and other representativesRepresentatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access (including for the purpose of planning for post-merger integration activities and transition planning with the employees of the Company and its Subsidiaries) during normal business hours in and upon reasonable prior notice to the Company to all its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Purchaser may from time to time reasonably request, but only to the extent that such a manner as access does not to unreasonably disrupt, impair or interfere unreasonably with the operation business or operations of any business conducted by the Company or any Company Subsidiaryits Subsidiaries, upon reasonable advance notice to the Companyand, to the officersduring such period, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) shall furnish promptly such to Purchaser all information concerning the its and its Subsidiaries’ business, properties, contracts, assets properties and liabilities of the Company and Company Subsidiaries personnel as Parent or the Parent Representatives Purchaser may reasonably request; provided, however, that no access or information pursuant to this Section 6.03 shall affect or be deemed to modify any representation or warranty made by the Company in this Agreement; and, provided, further, that the Company shall not be required to (or to cause any Company Subsidiary of its Subsidiaries to) afford such access or furnish such copies or other information to the extent that doing so would (x) violate applicable Law or any obligation of confidentiality owing to a third party (provided, that in the case of any such confidentiality obligations, the Company believes that doing so would: (A) shall have used its reasonable best efforts to have obtained the consent of such third party to such access, copies or information), or result in the loss of attorney-client privilege (provided that the Company privilege, work product doctrine or similar privilege. Purchaser shall use its reasonable efforts to allow for hold any such access copies or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a6.03(a) that is non-public in confidence to the extent required by, and in accordance with, the provisions of the letter agreement dated December 10, 2009, as amended on August 1, 2011 between Purchaser and the Company (the “Confidentiality Agreement”), which Confidentiality Agreement will remain in full force and effect in accordance with its terms.

Access to Information; Confidentiality. (a) From The Company shall, throughout the period from the date of this Agreement hereof to the Effective Time, the Company shall(i) provide Harsco and its Representatives with full access, upon reasonable prior notice and shall cause each Company Subsidiary and each of their respective directorsduring normal business hours, to all officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities accountants of the Company and the Company Subsidiaries its assets, properties, books and to the booksrecords, contracts and records thereof (including Tax Returns) and (ii) furnish promptly to such persons (x) a copy of each report, statement, schedule and other document filed or received by the Company pursuant to the requirements of federal or state securities laws or filed with any other Governmental or Regulatory Authority, and (y) all other information and data (including, without limitation, copies of Contracts, Company Benefit Plans and other books and records) concerning the business and operations of the Company as Harsco or any of such other 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. (b) Harsco will hold, and will use its best efforts to cause its 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 of Governmental or 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 business, properties, contracts, assets and liabilities of Company furnished to it by the Company and Company Subsidiaries as Parent or its Representatives in connection with this Agreement or the Parent Representatives may reasonably request; providedtransactions contemplated hereby, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information except to the extent that such documents or information can be shown to have been (x) previously known by Harsco or its Representatives, (y) in the public domain (either prior to or after the furnishing of such documents or information hereunder) through no fault of Harsco and its Representatives or (z) later acquired by Harsco or its Representatives from another source if Harsco or such Representative is not aware that such source is under an obligation to the Company believes to keep such documents and information confidential. In the event that doing so would: (A) result in this Agreement is terminated without the loss transactions contemplated hereby having been consummated, upon the request of attorney-client privilege (provided that the Company shall use Company, Harsco will, and will cause its reasonable efforts Representatives to, promptly redeliver or cause to allow for such access or disclosure in a manner that does not result in a loss be redelivered all copies of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of documents and information furnished by the Company or any Company Subsidiary its Representatives to Harsco and its Representatives in connection with respect this Agreement or the transactions contemplated hereby and destroy or cause to confidentiality to any third party be destroyed all notes, memoranda, summaries, analyses, compilations and other writings related thereto or otherwise breach, contravene based thereon prepared by Harsco or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law)its Representatives. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a).6.02

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement to the Effective TimeAgreement, the Company shall, Sellers shall grant Purchaser and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other its representatives (collectively, the “Parent Representatives”at Purchaser’s sole cost and expense) reasonable access access, during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice (and in the event of a facility visit request, at least two Business Days prior notice), and subject to the Companyany reasonable limitations resulting from any Public Health Measures, to the officerspersonnel, employees, properties, offices offices, plants, facilities, book and other facilities records of the Company Sellers and the Company their Subsidiaries and related to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent Business or the Parent Representatives may reasonably requestTransferred Assets; provided, however, that (i) all requests for access shall be directed to Xxxxxx Xxxx (xxxxxx.xxxx@xxxx-xxxxxxx.xxx) or such other person as the Company Casa 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 Sellers, (iii) the Sellers shall not be required 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) Purchaser shall have no right to perform invasive or subsurface investigations or conduct any sampling or analysis of environmental media of the nature commonly referred to cause as a “Phase II Environmental Investigation,” such as any Company Subsidiary tosoil or groundwater testing, (v) afford such access or related activities would not cause a violation of any agreement to which a Seller is a party, (vi) no Personal Information shall be disclosed or used other than in compliance with Privacy Requirements and (vii) nothing herein shall require the Sellers or their representatives to furnish such to Purchaser or provide Purchaser with access to information to the extent that the Company believes that doing so would: (A) result in the loss of is subject to an attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorneysolicitor-client privilege or an attorney or solicitor work-product privilege), or (B) result in legal counsel for the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect Sellers reasonably concludes may give rise to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative law issues or any information provided to such Parent Representatives violate a protective order or otherwise may not be disclosed pursuant to this Section 5.3(a)applicable Law.

Access to Information; Confidentiality. The Company and Sellers shall (ai) afford to Purchaser and its representatives full access, during normal business hours and upon reasonable notice, to all of the Company’s properties and facilities (including all real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company or its independent public accountants, internal audit reports, and “Management Letters” from such accountants with respect to the Company’s systems of internal control, if any), Contracts and records of the Company and, (ii) during such period between the execution hereof and the Closing, to promptly furnish to Purchaser and its representatives such information concerning the businesses (including information relating to supplier, vendor, customer, product pricing, advertising/media planning), properties and personnel of the Company as Purchaser and its representatives shall reasonably request. From the date of this Agreement to the Effective Timehereof, the Company shall, shall generally keep Purchaser and its representatives informed as to all material matters involving the operations and businesses of the Company. The Company shall cause each Company Subsidiary and each of their respective directors, its officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employeesagents, accountants, consultants, legal counsel, advisors, agents attorneys and other representatives to supply to Purchaser’s and its representatives such information as shall have been reasonably requested. No information provided to or obtained by Purchaser and its representatives pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of, or the conditions to the obligations of, the Parties hereto. Each Party shall keep confidential the terms and conditions of this Agreement and other confidential commercial information disclosed by another Party hereto (collectively, the “Parent RepresentativesConfidential Information”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a).

Access to Information; Confidentiality. (a) From the date of this Agreement to the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article 7, the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) its Subsidiaries to: (i) use commercially reasonable efforts to provide to Parent, Parent and Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiaryof its Subsidiaries, upon reasonable advance prior notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company each of its Subsidiaries and to the books, contracts books and records thereof (including Tax Returns) and (ii) use commercially reasonable efforts to furnish promptly during normal business hours upon prior notice such information concerning the business, properties, contractsContracts, assets and liabilities of the Company and Company each of its Subsidiaries as Parent or the Parent its Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary of its Subsidiaries to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege, including, entering into appropriate and reasonable common interest or similar agreements), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract existing on the date hereof to which the Company or any of its Subsidiaries is a party (but the Company Subsidiary is partyshall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in any such disclosure, breach, contravention, or violation), (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Regulatory Law). Parent agrees to indemnify and hold ) (but the Company and shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in any such breach, contravention, or violation), (D) breach, contravene or violate any COVID-19 Measure (but the Company shall use its commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in any such breach, contravention, or violation), or (E) result in the disclosure of materials provided to the Company Board or resolutions or minutes of the Company Board, in each case, that were provided to the Company Board in connection with its consideration of the Merger or the sale process. Notwithstanding anything contained in this Agreement to the contrary, neither the Company nor any of its Subsidiaries harmless from shall be required to provide any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative access or furnish any information provided to such Parent Representatives pursuant to this Section 5.3(a5.4(a) to the extent such access or information is reasonably pertinent to a Proceeding where the Company or any of its affiliates, on the one hand, and Parent or any of its affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties. The Company may, as it deems advisable and necessary, reasonably designate any competitively sensitive material to be provided to the other under this Section 5.4(a) as “Outside Counsel Only Material.” Such materials and information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside legal counsel to employees (including in-house legal counsel), officers, directors or other independent contractors (including accountants and expert witnesses) of the recipient unless express permission is obtained in advance from the source of the materials or its legal counsel.

Access to Information; Confidentiality. (a) From During the date of this Agreement Interim Period, subject to the Effective Timeapplicable Law, the Company shallSagicor Group shall afford to Alignvest, and shall cause each Company Subsidiary and each of their respective directorsto Alignvest’s Representatives, officersreasonable access, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours and upon reasonable prior notice to Sagicor, to all of the Sagicor Group’s properties, personnel, Contracts, books and records as Alignvest may from time to time reasonably request. Notwithstanding any of the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the operation business or operations of the Sagicor Group or otherwise result in any business conducted significant interference with the prompt and timely discharge by their employees or other Representatives of their normal duties. The Parties acknowledge that all information provided by or on behalf of the Company Sagicor Group or any Company Subsidiaryof their Representatives in connection with this Agreement to Alignvest or any of its Representatives shall be “Confidential Information” under the Confidentiality and Non-Disclosure Agreement, upon reasonable advance notice to by and between Alignvest and Sagicor, dated as of September 28, 2017 (the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege“Confidentiality Agreement”), (B) result which Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the disclosure Effective Time and shall thereafter be terminated and of any trade secrets of third parties or violate any obligations of no further force and effect. Subject to Section 9.14, Alignvest shall indemnify the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breachSagicor Group and their Affiliates and Representatives from, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company Sagicor Group and Company Subsidiaries their Affiliates and Representatives harmless from against, any and all claims and claims, losses, liabilities, including related costs damages, judgments, inquiries, fines and reasonable fees, costs, expenses, including attorneys’ fees and disbursements, and the cost of enforcing this indemnity arising out of or resulting from any breach of the action of any Parent Representative or any information Confidentiality Agreement provided to such Parent Representatives pursuant to this Section 5.3(a)6.01.

Access to Information; Confidentiality. Except if prohibited by any applicable Law (a) From the date of this Agreement to the Effective Timeincluding any COVID-19 Response), the Company shall, if reasonably requested by Parent, (a) give Parent, its counsel, financial advisors, auditors and shall other authorized Representatives reasonable access during reasonable business hours to the offices, properties, books and records and other information concerning the business, properties and personnel of the Company and the Subsidiaries of the Company as such Persons may reasonably request and (b) cause each Company Subsidiary and each of their respective directors, officers, the employees, accountants, consultants, legal counsel, financial advisors, agents auditors and other representativesauthorized Representatives of the Company and the Subsidiaries of the Company to reasonably cooperate with Parent in its investigation of the Company and the Subsidiaries of the Company, (collectivelyin each case, “in connection with the consummation of the transactions contemplated by this Agreement; provided, however, that the Company Representatives”) to: shall not be obligated to provide such access or information if the Company determines in its reasonable judgment that doing so would (i) provide 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 Parentjeopardize the health and safety of any employee or Representative of the Company or its Subsidiaries or (iii) waive the protection of attorney-client privilege, Merger Sub attorney work product protection or other legal privilege, and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectivelyin any such event, the “Company shall use its commercially reasonable efforts to 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 Representatives”) reasonable access during normal business hours and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations operations of the Company or any Company Subsidiary with respect of the Company. Notwithstanding anything to confidentiality the contrary contained herein, prior to the Closing, Parent shall have no right to perform invasive or subsurface investigations or sampling of any third party environmental media or otherwise breach, contravene building materials at the properties or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor facilities of the Company or any Company Subsidiary receiving of the Company’s Subsidiaries. No information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives obtained pursuant to this Section 5.3(a6.02 shall cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. All information exchanged pursuant to this Section 6.02 shall be subject to the confidential disclosure agreement dated March 18, 2021, between the Company and Parent (the “Confidential Disclosure Agreement”).

Access to Information; Confidentiality. (a) From the date Original Agreement Date until the earlier of the Closing Date and the termination of this Agreement to the Effective TimeAgreement, the Company shall, Seller shall grant Purchaser and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other its representatives (collectively, the “Parent Representatives”at Purchaser’s sole cost and expense) reasonable access access, during normal business hours and upon reasonable notice (and in such a manner as not to interfere unreasonably with the operation event of any business conducted by the Company or any Company Subsidiaryfacility visit request, upon reasonable advance notice to the Companyat least 48 hours prior notice), to the officerspersonnel, employeesfacilities, properties, offices book and other facilities records of the Company and the Company Subsidiaries and Seller Group related to the booksBusiness or the Transferred Assets, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning that are in the business, properties, contracts, assets and liabilities possession or under the control of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestSeller Group; provided, however, that (i) all requests for access shall be directed to Xxxxx Xxxxxxxxxxx (email: xxxxxxxxxxxx@xxxxxxxxxxxx.xxx) or such other person(s) as the Company 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 not be required 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), (or to cause any Company Subsidiary toiv) afford 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 such to Purchaser or provide Purchaser with access to information to the extent that the Company believes that doing so would: (A) result in the loss of is subject to an attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorneyan attorney work-client product privilege), (B) result in legal counsel for the disclosure of any trade secrets of third parties Seller Group reasonably concludes may give rise to antitrust or competition law issues or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party a protective order or otherwise breach, contravene may not be disclosed pursuant to applicable Law or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor would cause significant competitive harm to the Seller Group if the Transactions are not consummated. Without limiting the generality of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breachforegoing, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition LawSeller will make available to Purchaser true, correct and complete copies of each of the Assigned Contracts listed on Schedule 2.1(c). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and , together with all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)amendments thereto.

Access to Information; Confidentiality. (a) From the date Agreement Date until the earlier of the Closing Date and the termination of this Agreement to the Effective TimeAgreement, the Company shall, Seller shall grant Purchaser and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other its representatives (collectively, the “Parent Representatives”at Purchaser’s sole cost and expense) reasonable access access, during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice (and in the event of a facility visit request, at least forty-eight (48) hours prior notice), and subject to the Companyany limitations resulting from any Public Health Measures, to the officerspersonnel, employeesfacilities, properties, offices book and other facilities records of the Company and the Company Subsidiaries and Seller Group related to the booksBusiness or the Transferred Assets that are in the possession of, contracts and records thereof owned by, or under the control (including Tax Returnsvia license) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries Seller Group, including such foregoing items that are controlled by Seller or its Affiliates as Parent a result of being held by or on behalf of the Parent Representatives may reasonably requestSeller Group (including by or on behalf of any contractors or other service providers acting on behalf of the Seller Group, directly or indirectly, at any level); provided, however, that (i) all requests for access shall be directed to such other person(s) as the Company 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 not be required 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) Purchaser shall have no right to perform invasive or subsurface investigations or conduct any sampling or analysis of environmental media of the nature commonly referred to cause as a “Phase II Environmental Investigation,” such as any Company Subsidiary tosoil or groundwater testing, (v) afford such access or related activities would not cause a violation of any agreement to which any Seller Group Member is a party, (vi) no Personal Information shall be disclosed or used other than in compliance with applicable privacy law and (vii) nothing herein shall require any member of the Seller Group or their representatives to furnish such to Purchaser or provide Purchaser with access to information to the extent that the Company believes that doing so would: (A) result in the loss of is subject to an attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorneyan attorney work-client product privilege), (B) result in legal counsel for the disclosure of any trade secrets of third parties Seller Group reasonably concludes may give rise to antitrust or competition law issues or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party a protective order or otherwise breach, contravene may not be disclosed pursuant to Applicable Law (including any Public Health Measure) or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of would cause significant competitive harm to the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including Seller Group if the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Transactions are not consummated.

Access to Information; Confidentiality. (a) From Between the date of this Agreement to and the Effective TimeClosing Date, the Company Seller shall, during ordinary business hours and shall upon reasonable notice, cause each Company Subsidiary the Companies to (i) give the Buyer and each the Buyer's Representatives reasonable access to all of their respective directorsbooks, officersrecords, employeespersonnel, accountantsplants, consultants, legal counsel, advisors, agents offices and other representatives, facilities and properties to which the Buyer is permitted access by Law and permit the Buyer to make such reasonable inspections thereof and inquiries as the Buyer may reasonably request; (collectively, “Company Representatives”ii) to: (i) provide to Parent, Merger Sub and Merger LLC and cause their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents officers and advisors to furnish the Buyer with such operating data and other representatives information as the Buyer may from time to time reasonably request; and (collectivelyiii) cause their respective officers and advisors to furnish the Buyer a copy of each material report, the “Parent Representatives”schedule or other document filed or received by them with or from NYSPSC or FERC; provided, however, that (A) reasonable any such access during normal business hours and inspections shall be conducted in such a manner as not to interfere unreasonably with the operation of the businesses of the Companies or any business conducted on-going proceeding before any Governmental Authority, (B) the Buyer will indemnify and hold harmless the Seller, its Affiliates and their respective Representatives from and against any costs, damages, losses, expenses or other Liabilities incurred by the Company Seller, its Affiliates or their respective Representatives, including the Companies, resulting from personal injury or property damage caused by the Buyer's Representatives while present at either of the Companies, any Company Subsidiary, upon reasonable advance notice Applicable Facility or other premises to which the Buyer is granted access hereunder (including restoring any such premises to the Company, condition substantially equivalent to the officerscondition such premises were in prior to any such investigation), employees, properties, offices and other facilities of (C) the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company Seller shall not be required to (cause the Companies to take any action which would constitute or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in a waiver of the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or and (D) breachthe Seller shall not be required to cause the Companies to supply the Buyer with any information which the Seller or either Company is under a legal obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, contravene (1) the Buyer will not have access to personnel and medical records if such access could, in the Seller's good faith judgment, subject the Seller or either Company to risk of Liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996, and (2) any applicable Law (including investigation of environmental matters by or on behalf of the HSR Act or any other antitrust or competition Law). Parent agrees Buyer will be limited to indemnify visual inspections and hold site visits; provided, that the Company Buyer's indemnification obligations under Section 9.2(b) and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action Seller's indemnification obligations under Section 9.2(a) shall not be affected by the results of any Parent Representative such visual inspections and site visits, and the Buyer will not have the right to perform or conduct any information provided sampling or testing at, in, on, or underneath any of the facilities or properties of the Companies prior to such Parent Representatives pursuant to this Section 5.3(a)the Closing.

Access to Information; Confidentiality. (a) From Within three Business Days following the date of this Agreement to the Effective TimeDate, the Company shall, and shall cause each Company Subsidiary and each will deliver to Purchaser a digital copy of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents all documents and other representatives, (collectively, “Company Representatives”) to: (i) provide information that was Made Available on or prior to Parent, Merger Sub Agreement Date. From the Agreement Date until the earlier of the Closing Date and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectivelythe termination of this Agreement, the “Parent Representatives”) Company shall grant Purchaser and its Representatives reasonable access access, during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice to the Companynotice, to the officers, employeespersonnel, properties, offices and other facilities books and records of the Company and that are in the Company Subsidiaries and to possession or under the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities control of the Company and Company Subsidiaries as Parent or to the Parent Representatives may reasonably requestextent relating to the transition of the Company’s business to Purchaser; provided, however, that (i) all requests for access shall be directed to Xxxxxx Xxxxxxxx and Xxxxxx Xxxxxx LLP or such other person(s) as the Company shall may designate in writing from time to time (the “Company Access Contact”), (ii) such activities do not be required to unreasonably interfere with the ongoing business or operations of the Company, (or to cause any Company Subsidiary toiii) afford such access or furnish such information related activities would not cause a violation of any agreement to the extent that which the Company believes is a party, (iv) no Personal Information shall be disclosed or used other than in compliance with applicable privacy Law, and (v) nothing herein shall require the Company or its Representatives to furnish to Purchaser or provide Purchaser with information or access to information that doing so would: (A) result in the loss of is subject to an attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorneysolicitor-client privilege or an attorney or solicitor work-product privilege), (B) result in legal counsel for the disclosure of any trade secrets of third parties Company reasonably concludes may give rise to antitrust or competition law issues or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party a protective order or otherwise breach, contravene may not be disclosed pursuant to applicable Law or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor would cause significant competitive harm to the Company if the Transactions are not consummated. Notwithstanding the foregoing proviso, Seller and Purchaser shall each use its respective reasonable best efforts to arrange alternatives to enable Purchaser to obtain the access or information reasonably requested by Purchaser and its Representatives that is otherwise limited by clauses (ii), (iii), and (iv) of the foregoing proviso. The Company or any Company Subsidiary receiving shall cause its accountants to cooperate with Purchaser’s agents and advisors in making available all financial information that is competitively sensitive or (D) breachreasonably requested by Xxxxxxxxx and its Representatives, contravene or violate any applicable Law (including the HSR Act right to examine all work papers pertaining to all financial statements prepared or any other antitrust or competition Law)audited by such accountants. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives No review pursuant to this Section 5.3(a)6.3(a) shall affect or be deemed to modify any representation or warranty contained herein, the covenants or agreements of the parties hereto or the conditions to the obligations of the parties hereto under this Agreement.

Access to Information; Confidentiality. (a) From Subject to applicable Law and any applicable Judgment, between the date of this Agreement to and the earlier of the Effective TimeTime and the valid termination of this Agreement pursuant to ‎Section 7.01, upon reasonable notice, the Company shall, shall afford to Parent and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) ’s Representatives reasonable access during normal business hours to the Company’s and its Subsidiaries’ officers, employees, agents, properties, books, Contracts and records (other than any of the foregoing to the extent relating 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 furnish promptly to Parent and 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 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); provided that Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation business or operations of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, further, however, that the Company shall not be required obligated to (or to cause any Company Subsidiary to) afford provide such access or furnish such information to the extent that if the Company believes determines, in its reasonable judgment, that doing so would: would (Ai) result violate applicable Law, an applicable Judgment, or a Contract or obligation of confidentiality owing to a third party in Contracts in effect as of the loss date of attorney-client privilege this Agreement or (provided that ii) jeopardize the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss protection of an attorney-client privilege, attorney work product protection or other legal privilege; provided that, in the case of the foregoing clauses (i) and (ii), (B) result the Company shall, and shall cause its Affiliates to, use reasonable best efforts to find a suitable alternative to disclose information in the such a way that such disclosure does not cause loss or waiver of any trade secrets of third parties such privilege or violate any obligations Law or Judgment, as applicable. All requests for information made pursuant to this ‎Section 5.05 shall be 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 Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breachletter agreement dated as of July 3, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party2024, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify by and hold among the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action Affiliates of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(athe Equity Commitment Parties party thereto (the “Confidentiality Agreement”).

Access to Information; Confidentiality. (a) From Upon the date execution hereof, and continuing until the closing of the Transactions or the earlier termination of this Agreement to (or, in the Effective Timeevent of any claims made in accordance with Section 8.2 or otherwise under this Agreement, until the Company resolution thereof), Seller and its Affiliates shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub give Buyer and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other its authorized representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not from time to interfere unreasonably with the operation time to all of any business conducted by the Company or any Company Subsidiaryits books, upon reasonable advance notice to the Companyrecords, to the officers, employees, propertiessenior personnel, offices and other facilities and properties to the extent the same relates to the Alachua Facility or Acquired Assets, including, without limitation, reasonable and timely access to the Leased Areas and other portions of the Company and Alachua Facility within which the Company Subsidiaries and Acquired Assets may then be located in order for Buyer to conduct a "walk-through" inspection at Buyer's request prior to the books, contracts and records thereof (including Tax Returns) and Closing Date; (ii) permit Buyer to make such copies of any documents and inspections thereof from time to time as Buyer may reasonably request; and (iii) cause its officers and other employees to furnish promptly Buyer with such financial and operating data and other information concerning with respect to the businessAcquired Assets and Alachua Facility, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives from time to time Buyer may reasonably request; provided, however, that any such access shall be conducted at Buyer's expense, at reasonable times, under the Company supervision of personnel of Seller or such Affiliate, as the case may be, and in such a manner as to maintain the confidentiality of this Agreement and the Transactions in accordance with the terms hereof. Buyer agrees to retain all information so obtained from Seller on a confidential basis, and Seller agrees to retain any information obtained from Buyer on a confidential basis. In the event that the Transactions shall not be required to (or to cause completed for any Company Subsidiary to) afford such access or furnish such information reason, each party shall return promptly to the extent that other party all information received by such party in this connection. Neither Buyer nor Seller shall use any confidential information so obtained unless (i) the Company believes that doing so would: Transactions are consummated or (Aii) result the confidential information becomes available in the loss of attorney-client privilege (provided that public domain. Notwithstanding the Company shall use its reasonable efforts to allow for such access foregoing, no information or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in knowledge obtained by either Buyer or Seller during the disclosure course of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives investigation conducted pursuant to this Section 5.3(ashall: (a) affect or be deemed to modify in any respect any of the representations or warranties of Seller set forth in this Agreement (or in any certificate, instrument or other document delivered by Seller to Buyer in connection with the Transactions), or the conditions to the obligations of the parties to consummate the Transactions in accordance with the terms and conditions hereof; (b) be deemed to amend or supplement the Schedules hereto, or prevent or cure any misrepresentations, breach of warranty or breach of covenant by Seller; or (c) otherwise limit or affect any remedies available to Buyer as a result of or arising out of such disclosure.

Access to Information; Confidentiality. (a) From Between the date of this Agreement and the earlier of the Closing and the valid termination of this Agreement pursuant to the Effective TimeSection 9.01, upon reasonable notice, the Company Seller shall, and shall cause each Company Subsidiary the other members of the Seller Group to, afford to Purchaser and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) its Representatives reasonable access during normal business hours to the Transferred Assets (other than with respect to Records to the extent relating to the negotiation and execution of this Agreement or any other Transaction Document or any proposals from other parties relating to any alternative transactions), and the Seller shall, and shall cause the other members of the Seller Group to, furnish to Purchaser and its Representatives such information relating primarily to the Business as Purchaser may reasonably request, and cooperate with and provide reasonable assistance to Purchaser, in each case for the primary purposes of transition and integration planning and confirming the satisfaction of closing conditions hereunder (other than any Records covered by Section 2.02(b)(vi)); provided that Purchaser and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities conduct of the Company Business and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestRetained Businesses; provided, however, further that no member of the Company Seller Group shall not be required obligated to (or to cause any Company Subsidiary to) afford provide such access or furnish such information to if the extent that the Company believes Seller determines, in its reasonable judgment, that doing so would: could (Aa) result in violate or prejudice the loss rights of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege)customers, (Bb) result in the disclosure of any trade secrets Trade Secrets or competitively sensitive or classified information to third parties, (c) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (Cd) result jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (e) be adverse to the interests of a member of the Seller Group in any pending or threatened Action, (f) expose a member of the Seller Group to risk of Liability for disclosure of sensitive or personal information or (g) reasonably be prohibited by or inadvisable due to COVID-19 or any COVID-19 Measures. In any such event, at Purchaser’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to communicate, to the extent feasible, the applicable information or a portion thereof in a competitor manner that would not violate applicable Law, Judgment or obligation or risk waiver of such privilege or protection or risk such Liability or prohibited or inadvisable action. Notwithstanding any provision to the Company contrary in this Agreement, in connection with the access rights provided under this Section 7.03(a), Purchaser shall have no right to conduct any intrusive, invasive or any Company Subsidiary receiving information that is competitively sensitive subsurface investigation or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action sampling of any Parent Representative environmental media or building materials at any Transferred Real Property. All requests for information provided to such Parent Representatives made pursuant to this Section 5.3(a)7.03 shall be directed to the executive officer or other Person designated by the Seller.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective TimeClosing Date, the Company shall, shall provide Buyer and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) its Representatives with reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice to the Company, to the officers, employeesoffices, properties, offices books and other facilities records of the Company and the Company Subsidiaries and of Seller and its Subsidiaries (to the booksextent relating to the Company Business or the Restructuring), contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities continued access to a “frozen” version of the electronic data room maintained by Seller and its Subsidiaries in connection with the transactions contemplated hereby; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access shall be directed to Seller or such other Person as the Company and Company Subsidiaries as Parent or may designate in writing from time to time. Notwithstanding anything to the Parent Representatives may reasonably request; providedcontrary in this Agreement, however, that the Company shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to (a) jeopardize any attorney-client or other legal privilege, so long as the Company shall have made all reasonable efforts to cause take any Company Subsidiary toaction (such as entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege) afford such access or furnish with respect to such information as is necessary to permit disclosure to Buyer and its Representatives, or (b) contravene any applicable Laws (including the Antitrust Laws) or binding agreement entered into prior to the date hereof, so long as, with respect to any binding agreements, the Company shall have made all reasonable efforts to obtain a waiver regarding the disclosure to Buyer and its Representatives from the third party to whom the confidentiality obligation is owed. Neither the Company nor Seller make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.4, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article III and Article IV. The information provided pursuant to this Section 6.4 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement. (b) Following the Closing, upon the written request of Buyer, Seller shall, and shall cause each of its Affiliates to, to the extent that permitted by Law and confidentiality obligations existing as of the Company believes that doing so would: (A) result in Closing Date and consistent with the loss protection of attorney-client privilege (provided that the Company so long as Seller shall use its have made all reasonable efforts to allow take any action with respect to the relevant information as is necessary to permit disclosure to Buyer and its Representatives, including entering into a joint defense agreement or requesting a waiver from any third party to whom any -55- confidentiality obligation is owed), grant to Buyer and its Representatives during regular business hours the right, at the expense of Buyer, to inspect and copy the books, records and other documents (if any) in the possession of Seller or any of its Affiliates which relate to the operation of the Company Business prior to the Closing (including any books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information and inventory records) (the “Seller Retained Records”). Seller agrees to retain, and cause its Affiliates to retain, the Seller Retained Records for such access a period of the greater of (i) seven (7) years after the Closing Date and (ii) any applicable statutory or disclosure in a manner that does not result in a loss regulatory retention period, as the same may be extended. (c) Following the Closing, upon the written request of Seller, Buyer shall, and shall cause each of its Affiliates to, to the extent permitted by Law and confidentiality obligations existing as of the Closing Date and consistent with the protection of attorney-client privilege), privilege (B) result in the disclosure of so long as Buyer shall have made all reasonable efforts to take any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary action with respect to confidentiality the relevant information as is necessary to permit disclosure to Seller and its Representatives, including entering into a joint defense agreement or requesting a waiver from any third party or otherwise breachto whom any confidentiality obligation is owed), contravene or violate any then effective Contract grant to which Seller and its Representatives during regular business hours the Company right, at the expense of Seller, to inspect and copy the books, records and other documents (if any) in the possession of Buyer or any Company Subsidiary is party, (C) result in a competitor of its Affiliates which relate to the operation of the Company or Apria Business prior to the Closing (including any Company Subsidiary receiving books of account, records, files, invoices, correspondence and memoranda, customer and supplier lists, data, specifications, insurance policies, operating history information that is competitively sensitive or and inventory records) (Dthe “Buyer Retained Records”). Buyer agrees to retain, and cause its Affiliates to retain, the Buyer Retained Records for a period of the greater of (i) breach, contravene or violate seven (7) years after the Closing Date and (ii) any applicable Law (including statutory or regulatory retention period, as the HSR Act or any other antitrust or competition Law)same may be extended. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)SECTION 6.5.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective TimeClosing, the Company upon reasonable notice, Seller shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parentafford Purchaser, Merger Sub and Merger LLC the Debt Financing Sources, the Mezzanine Financing Sources and their respective directorsRepresentatives reasonable access to the properties and Books, officersRecords and Files of the Business (including access to conduct Phase I environmental site assessments but not intrusive soil testing), employeesand (ii) furnish to the Representatives of Purchaser, accountants, consultants, legal counsel, advisors, agents the Debt Financing Sources and the Mezzanine Financing Sources such additional financial and operating data and other representatives information regarding the Business (collectivelyor copies thereof) as Purchaser, the “Parent Representatives”) reasonable Debt Financing Sources or the Mezzanine Financing Sources may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at Purchaser’s expense, during normal business hours and in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted by the Company Business or any Company Subsidiary, upon reasonable advance notice of Seller’s Other Businesses. Notwithstanding anything to the Companycontrary in this Agreement, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company Seller shall not be required to (or to cause disclose any Company Subsidiary to) afford such access or furnish such information to Purchaser, the extent that Debt Financing Sources or the Company believes that doing so would: Mezzanine Financing Sources if such disclosure would be reasonably likely to (Ax) result in cause significant competitive harm to the loss of Business if the transactions contemplated hereby are not consummated, (y) jeopardize any attorney-client or other legal privilege (provided that the Company shall use its but only if such privilege is asserted in good faith and after using reasonable best efforts to allow for disclose such access or disclosure information in a manner way that does would not result waive such privilege) or (z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (after using reasonable best efforts to disclose such information in a loss of attorney-client privilegeway that would not contravene any applicable Law, fiduciary duty or binding agreement), (B) result and in the disclosure no event shall Seller or any of its respective Affiliates be required to provide access to or copies of any trade secrets income Tax Returns of third parties or violate any obligations of the Company Seller or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Affiliate.

Access to Information; Confidentiality. (a) From Subject to applicable Law and the Confidentiality Agreement, from the date of this Agreement hereof until the Closing, following notice from Buyer to the Effective TimeCompany in accordance with this Section 5.01, the Company shall, and shall cause each Company Subsidiary the Transferred Companies, their Subsidiaries, the Project Entities and each of their respective officers, directors, officers, employees, accountants, consultants, legal counsel, advisors, auditors and agents and other representativesto, (collectively, “Company Representatives”a) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) afford Buyer reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, agents, properties, offices assets, offices, plants and other facilities facilities, books and records, and other documents and data of the Transferred Companies, their Subsidiaries and Project Entities, (b) furnish Buyer with copies of all such contracts, books and records, and other existing documents as Buyer may reasonably request, and (c) furnish Buyer with such additional financial, operating, and other data and information as Buyer may reasonably request. Notwithstanding the foregoing, neither Buyer nor any of its representatives shall (i) contact or have any discussions with any of the Company’s, the Operating Partnership’s or any of the Transferred Companies’ or their Subsidiaries’ or the Project Entities’, employees, agents, or representatives (other than the individuals listed in Section 1.01 of the Company Disclosure Schedule or such other employees approved by such individuals), unless in each case Buyer obtains the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, or (ii) with respect to the Military Housing Business, contact or have any discussions with any of the joint venture partners, project directors, vendors, suppliers or third-party contractors, property managers, landlords/sublandlords or tenants/subtenants of the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and the Project Entities, unless in each case Buyer obtains the prior written consent of the Company and the Company Subsidiaries Project Entities. For the sake of clarity, the restrictions in this clause (a) are intended to cover contacts and discussions with to the booksextent they relate to the Equity Interests Sale and the transactions contemplated thereby or Buyer’s plans following the Closing and not to restrict Buyer or its Affiliates from conducting its existing business in the ordinary course consistent with past practice, contracts and records thereof including as such business relates to the Persons described in clauses (including Tax Returnsi) and (ii) furnish promptly such information concerning above. Buyer shall indemnify and hold the businessCompany, the Operating Partnership and the Transferred Companies, their Subsidiaries and the Project Entities harmless from and against any and all losses or damages incurred by the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and the Project Entities as a result of the inspection of the Transferred Companies’ and their Subsidiaries’ and the Project Entities’ properties, contractsbut solely with respect to investigations conducted as part of Buyer’s due diligence investigation in connection with the Equity Interests Sale contemplated hereby, assets and liabilities not any inspection conducted in the ordinary course of business by Buyer or any of its Affiliates; provided, however that Buyer’s indemnification obligations hereunder shall not include any obligation whatsoever with respect to any such losses or damages (including claims that any of the Transferred Companies’, their Subsidiaries and the Project Entities’ properties has declined in value) arising out of, resulting from or incurred in connection with the discovery of any existing condition at any of the Transferred Companies’, their Subsidiaries’, and Project Entities’ properties. Subject to the foregoing, Buyer shall schedule and coordinate all inspections with the Company and shall give the Company Subsidiaries as Parent at least three (3) Business Days prior written notice thereof, setting forth the inspection or materials that Buyer or its representatives intend to conduct. The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, none of the Company, the Operating Partnership or the Parent Representatives may reasonably request; providedTransferred Companies, however, that the Company their Subsidiaries and Project Entities shall not be required to (provide access or to cause any Company Subsidiary to) afford disclose information where such access or furnish such information to disclosure would jeopardize the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege of the Company, the Operating Partnership or the Transferred Companies, their Subsidiaries and Project Entities or contravene any Law or binding agreement entered into prior to the date of this Agreement (provided that the Company Company, the Operating Partnership and the Transferred Companies, their Subsidiaries and Project Entities shall use its commercially reasonable efforts to allow for such access obtain consent from the applicable third party or disclosure in enter into a manner that does not result in a loss of attorney-client privilege), (B) result in customary joint defense agreement to enable the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(ainformation).

Access to Information; Confidentiality. (a) From During the date Interim Period, Buyer may make or cause to be made such review of this Agreement to the Effective TimeNon-JV Company Entities and their respective assets, the Company financial and legal condition as Buyer deems reasonably necessary or advisable. Seller shall, and shall cause each the Non-JV Company Subsidiary Entities to permit Buyer and its authorized agents or Representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Non-JV Company Entities during normal business hours to review information and documentation relative to the properties, books, Contracts and other records of the Non-JV Company Entities; provided, that such investigation shall only be upon reasonable advance notice and shall not unreasonably disrupt personnel and operations of the Company Entities and shall be at Buyer’s sole cost and expense; provided, further, that none of Buyer, its Affiliates or their respective Representatives, shall conduct any subsurface investigation or testing of any environmental media. All requests for access to the offices, properties, books and records of the Non-JV Company Entities shall be made to such Representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyer, its Affiliates or their respective Representatives shall, prior to the Closing Date, contact any of the employees, customers, suppliers, distributors, contractors, lenders, agents or parties (or Representatives of any of the foregoing) that have business relationships with the Non-JV 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 means of communication, without the prior written consent of Seller, which shall not be unreasonably withheld or delayed (other than the required filings specified in Section 3.5). Any access to the offices, properties, books and records of the Non-JV Company Entities shall be subject to the following additional limitations: (i) Buyer, its Affiliates, and their respective Representatives, as applicable, shall give Seller 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 Non-JV Company Entities, and a Representative of Seller shall have the right to be present when Buyer, its Affiliates or their respective Representatives conducts its or their investigations on such property; (ii) none of Buyer, its Affiliates or their respective Representatives shall damage the property of the Company Entities or any portion thereof; and (iii) Buyer, its Affiliates, and their respective Representatives, as applicable shall (A) use commercially reasonable efforts to perform all on-site reviews and all communications with any Person in an expeditious and efficient manner; and (B) except to the extent resulting from the negligence or willful misconduct of Seller, any Non-JV Company Entity, their Affiliates (for the avoidance of doubt, not including any JV Project Companies) or any of their respective Representatives, indemnify, defend and hold harmless Seller, the Company Entities their respective Affiliates, and each of their respective directorsand Representatives from and against all Damages to the extent resulting from the activities of Buyer, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC its Affiliates and their respective directorsRepresentatives under this paragraph and not resulting from any negligence or willful misconduct of Seller, officersany Company Entity, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company their Affiliates or any Company Subsidiary, upon reasonable advance notice of their respective Representatives. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement. Notwithstanding anything herein to the Companycontrary, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company Seller shall not be required to (or to cause provide any Company Subsidiary to) afford such access or furnish such information to Buyer, its Affiliates or any of their respective Representatives, whether during the extent that Interim Period or from and after the Closing, which Seller reasonably believes it or the Company believes that doing so would: (A) result in the loss Entities are prohibited from providing to Buyer, its Affiliates or their respective Representatives by reason of attorney-client privilege (provided that the Company shall use its reasonable efforts applicable Law, which constitutes or allows access to allow for such access or disclosure in a manner that does not result in a loss of information protected by attorney-client privilege), or which Seller or its Affiliates (Bor, prior to the Closing, the Company Entities) result in the disclosure are required to keep confidential or prevent access to by reason of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary Contract with respect to confidentiality to any a third party or which would otherwise breachexpose Seller or its Affiliates (or, contravene or violate any then effective Contract prior to which the Closing, the Company or any Company Subsidiary is party, (CEntities) result in to a competitor material risk of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Liability.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective TimeClosing, upon reasonable notice, the Company Seller shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide afford the Purchaser and its authorized representatives reasonable access to Parentthe properties and Books, Merger Sub Records and Merger LLC Files of the Seller and their respective its Subsidiaries with respect to the Business, and (ii) furnish to the officers, directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and authorized representatives of the Purchaser such additional financial and operating data and other representatives information regarding the Business (collectivelyor copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be scheduled and coordinated through Xxxxx Xxxxxxxxxxx or Xxxx Xxxxxxxxx (or such other individual(s) as designated by the “Parent Representatives”Seller) reasonable access at the Seller and shall be conducted at the Purchaser’s expense, during normal business hours hours, under the supervision of the Seller’s personnel and in such a manner as not to interfere unreasonably with the operation normal operations of any business conducted by the Company Seller and its Subsidiaries (whether the Business or any Company Subsidiary, upon reasonable advance notice of the Seller Other Businesses). Notwithstanding anything to the Companycontrary in this Agreement, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company Seller shall not be required to (or to cause disclose any Company Subsidiary to) afford such access or furnish such information to the extent that Purchaser if such disclosure would be reasonably likely to (x) cause significant competitive harm to the Company believes that doing so would: Business if the transactions contemplated hereby are not consummated, (Ay) result in the loss of jeopardize any attorney-client or other legal privilege or (provided that z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Company date hereof, and in no event shall use the Seller or any of its reasonable efforts respective Subsidiaries be required to allow for such provide access to or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure copies of any trade secrets of third parties or violate any obligations income Tax Returns of the Company Seller or any Company such Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result except as provided in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)9.4.

Access to Information; Confidentiality. (a) From Except for (x) information that, if provided, would, in the date judgment of this Agreement to the Effective Time, the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, Seller’s legal counsel, advisors, agents and other representativesadversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, (collectivelyy) for information relating to communications regarding the divestiture of the Company, “Company Representatives”any Subsidiary and/or their business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, any Subsidiary and/or their business and the terms of such proposals) to: or (z) information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Applicable Law or order, from the date hereof until the Closing Date, Seller will, at reasonable times and upon reasonable notice, (i) provide give, and will cause the Company and each Subsidiary to Parentgive, Merger Sub and Merger LLC and their respective directorsBuyer, officers, employees, accountants, consultants, legal its counsel, financial advisors, agents auditors and other authorized representatives (collectively, the “Parent Representatives”) reasonable full access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employeesoffices, properties, offices books and other facilities records of the Company and the Company Subsidiaries and to the books, contracts books and records thereof (including Tax Returns) of Seller relating to the Company and the Subsidiaries, (ii) furnish promptly such information concerning the businessfurnish, properties, contracts, assets and liabilities of will cause the Company and each Subsidiary to furnish, to Buyer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company Subsidiaries or any Subsidiary as Parent such Persons may reasonably request and (iii) instruct the employees, counsel and financial advisors of Seller or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required or any Subsidiary to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result cooperate with Buyer in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations investigation of the Company or any Company Subsidiary with respect to confidentiality to Subsidiary. None of Buyer, any third party or otherwise breach, contravene or violate any then effective Contract to which the Company Affiliate of Buyer or any Company Subsidiary is partyrepresentative of the foregoing shall, (C) result in a competitor directly or indirectly, contact or communicate with any employees or consultants of the Company or any of its Subsidiaries or any third party that has business dealings with the Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law of its Subsidiaries (including customers, suppliers and lessors) with respect or relating to the HSR Act transactions contemplated hereby, except with the prior written consent of Seller or the Company in each instance (which consent shall not be unreasonably withheld or delayed), and with a representative of Seller jointly participating in any such communication. 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 hereunder. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller, the Company or any other antitrust or competition Law). Parent agrees of its Subsidiaries as “Confidential Information” under the Mutual Nondisclosure Agreement dated December 5, 2012 by and between Global Futures & Forex Ltd. and GAIN Capital Holdings, Inc. (the “Confidentiality Agreement”) and Buyer shall continue to indemnify honor, and hold cause its representatives to honor, the Company obligations thereunder for such time and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from under such conditions as are required under the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date of hereof and prior to the GME Closing or such earlier date as this Agreement to the Effective Time, the Company shallmay be terminated in accordance with its terms, and subject to compliance with applicable Law and this Section 6.2(a), Dragon Parent and the Seller shall cause each Company Subsidiary give the Purchaser and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) its Representatives reasonable access during normal regular business hours to the properties, books and records of the Company Subsidiaries at the reasonable, prior request of the Purchaser in connection with the transactions contemplated hereby; provided, however, that the Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the operation business or operations of any business conducted by Dragon Parent, the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company Seller and the Company Subsidiaries and to Subsidiaries. All contacts with any employee of Dragon Parent, the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of Seller or the Company Subsidiaries must be requested in writing by the Purchaser and Company Subsidiaries as must first be approved by and coordinated through the executive officers of Dragon Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to Seller (or their designee(s)). In no event shall Dragon Parent or the Seller be obligated to cause any Company Subsidiary toprovide: (i) afford such access or furnish such information to if the extent that the Company believes Seller determines, in its reasonable judgment, that doing so would: may; (A) result in violate applicable Law, an Order, a Contract or any other obligation of confidentiality or any other obligation owing to a third Person; (B) jeopardize the loss protection of the attorney-client privilege or any other privilege or immunity; or (provided that C) expose the Company shall use its reasonable efforts to allow for such access Seller or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company Subsidiaries to risk of liability for disclosure of sensitive, confidential or personal information; or (ii) any portion of any Tax Return (or supporting work papers or documents related thereto) of, or with respect to, Dragon Parent, the Seller or any Company Subsidiary with respect to confidentiality of its Affiliates (other than any Tax Return solely and directly related to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company Subsidiaries. In addition, from the date hereof and prior to the Shanghai Subsidiaries Closing or such earlier date as this Agreement may be terminated in accordance with its terms, the Seller may designate any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives the Purchaser or its Representatives, Subsidiaries or Affiliates pursuant to this Section 5.3(aAgreement as “outside counsel only” and such information shall be given only to the outside counsel of the Purchaser and may not be shared, conveyed, summarized or otherwise disclosed in any manner with the Purchaser or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel), except as may be expressly agreed to in writing by Dragon Parent or the Seller in advance.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective TimeClosing, the Company shallupon reasonable prior notice from Purchaser, and Seller shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) use commercially reasonable efforts to: (i) provide afford Purchaser and its authorized representatives reasonable access to Parentthe properties and Books, Merger Sub Records and Merger LLC Files of the Facility, and their respective (ii) furnish to the officers, directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and authorized representatives of Purchaser such additional financial and operating data and other representatives information regarding the Facility (collectivelyor copies thereof) as Purchaser may from time to time reasonably request; provided, the “Parent Representatives”) reasonable however, that any such access or furnishing of information shall be scheduled and coordinated through a designated representative of Seller and shall be conducted at Purchaser’s expense, during normal business hours hours, under the supervision of Seller’s personnel and in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities normal operations of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestFacility; provided, howeverfurther, that Purchaser shall not have the Company right to undertake a Phase II environmental investigation, including sampling of any environmental media or building materials. Notwithstanding anything to the contrary contained in this Agreement, Seller shall not be required to (or to cause i) disclose any Company Subsidiary to) afford such access or furnish such information to Purchaser if such disclosure would be reasonably likely to (x) cause significant competitive harm to the extent that Facility if the Company believes that doing so would: transactions contemplated hereby are not consummated, and Purchaser’s use of the material is not otherwise restricted under the terms of the Confidentiality Agreement, (Ay) result in the loss of jeopardize any attorney-client or other legal privilege or (provided that z) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege)date hereof, (Bii) result in the disclosure provide access to or copies of any trade secrets income Tax Returns of third parties Seller or violate its Affiliates or (iii) prepare or provide any obligations of reports or other financial statements for the Company Facility, Seller or any Company Subsidiary with respect to confidentiality to of its Affiliates, change any third party fiscal period, or otherwise breach, contravene prepare or violate provide any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act reports or any other antitrust financial or competition Law). Parent agrees to indemnify and hold other information regarding the Company and Company Subsidiaries harmless from any and all claims and liabilitiesFacility, including related costs and expenses, resulting from the action of any Parent Representative Seller or any information provided to such Parent Representatives pursuant to this Section 5.3(a)of its Affiliates that is not in the possession of Seller or is otherwise not in a form that is customarily prepared by Seller.

Access to Information; Confidentiality. (a) From the date of this Agreement until the earlier to occur of the Effective TimeTime or the termination of this Agreement in accordance with the terms set forth in Article IX, the Company shall, and shall cause each Company Subsidiary its Subsidiaries to, (i) afford to Parent and each of their respective directors, Parent’s Representatives reasonable access to the officers, employees, accountants, consultantsagents, legal counselproperties, advisors, agents offices and other representativesfacilities and to the books and records of the Company and its Subsidiaries, (collectivelyii) promptly provide Parent and Parent’s Representatives copies of any material filings, “notices, communications or other documents sent to or received from, and written summaries of any meetings with, any Governmental Entity or any other party related to this Agreement or with respect to compliance with the CIA and (iii) promptly furnish to Parent and Parent’s Representatives such other information concerning the business and properties of the Company Representatives”and its Subsidiaries as Parent may reasonably request from time to time. All access and investigation pursuant to this Section 7.03(a) to: shall be conducted (iA) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, (B) in such a manner as not to unreasonably interfere with the officers, employees, properties, offices and other facilities normal operations of the businesses of the Company and its Subsidiaries and (C) at Parent’s sole cost and expense. The Company shall have the right to have one or more of its Representatives present at all times during any visits to the properties or offices of the Company, and during any discussions or contacts with the employees or agents of the Company, contemplated by this Section 7.03(a). Notwithstanding the foregoing in this Section 7.03(a), neither the Company nor any of its Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (provide access to or to cause any Company Subsidiary to) afford disclose information where such access or furnish such information disclosure would (x) jeopardize the protection of any applicable privilege (including attorney-client privilege) or other immunity or protection from disclosure, (y) contravene any Law applicable to the extent that Company or any of its Subsidiaries or their respective businesses or any Contract to which the Company believes that doing so would: or any of its Subsidiaries is a party or by which any of their assets or properties are bound or (Az) result in the loss disclosure of attorney-client privilege (competitively sensitive information; provided that the Company shall use its commercially reasonable efforts to allow for provide such access or allow the disclosure of such information (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege)privilege or immunity, (B) contravene any applicable Law or result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breachinformation, contravene or violate any applicable Law (including as applicable; provided, further, that the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold Clean Team Confidentiality Agreements shall govern the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action disclosure of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)“Protected Information” as defined therein.

Access to Information; Confidentiality. (a) From the date of this Agreement The Company shall afford to the Effective Time, the Company shallParent, and shall cause each Company Subsidiary and each of their respective directors, to Parent’s officers, employees, accountants, counsel, consultants, legal counsel, advisors, agents financial advisors and other representativesRepresentatives, reasonable access consistent with applicable Law (collectively, “Company Representatives”) to: including for the purpose of (i) provide coordinating transition planning related to Parentthe matters contemplated in this Agreement and (ii) if required for the Debt Financing or any Alternative Debt Financing, Merger Sub conducting non-invasive and Merger LLC non-destructive evaluations and their respective directorsassessments of the environmental conditions of the Owned Real Property and the Leased Real Property of the Company and its Subsidiaries for the purpose of identifying Releases of Hazardous Materials or any violations of Environmental Laws), officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours and upon reasonable prior notice to the Company during the period from the date hereof until the Effective Time or the earlier termination of this Agreement pursuant to Section 8.01, to all of its and its Subsidiaries’ properties, books, Contracts, commitments, personnel and records as Parent may from time to time reasonably request, 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 other than such documents publicly filed with or furnished to the SEC, and (B) all other information concerning its and its Subsidiaries’ business, properties and personnel as Parent may reasonably request. Notwithstanding any of the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the operation business or operations of any business conducted by the Company or its Subsidiaries or otherwise result in any Company Subsidiarysignificant interference with the prompt and timely discharge by their respective employees of their normal duties, upon reasonable advance notice and this Section 6.02 does not authorize, and the Parties agree that there shall not be, any invasive or destructive environmental testing or sampling of the Owned Real Property or the Leased Real Property. If any of the information or material furnished pursuant to this Section 6.02 includes material or information subject to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company work product doctrine or any Company Subsidiary other applicable privilege concerning pending or threatened Legal Proceedings or governmental investigations, each Party understands and agrees that the Parties have a commonality of interest with respect to such matters and it is the desire, intention and mutual understanding of the Parties that the sharing of such material or information is not intended to, and shall not, waive or diminish in any way the confidentiality to any third party of such material or otherwise breachinformation or its continued protection under the attorney-client privilege, contravene work product doctrine or violate any then effective Contract to which other applicable privilege. All such information provided by the Company that is entitled to protection under the attorney-client privilege, work product doctrine or any Company Subsidiary is partyother applicable privilege shall remain entitled to such protection under these privileges, (C) result in a competitor of this Agreement and the joint defense doctrine. The parties acknowledge that Parent and the Company or any Company Subsidiary receiving information that is competitively sensitive or have previously executed a confidentiality agreement, dated as of April 17, 2013 (D) breachthe 42 “Confidentiality Agreement”), contravene or violate any applicable Law which Confidentiality Agreement shall continue in full force and effect in accordance with its terms (including the HSR Act or any other antitrust or competition Lawas such terms may have been amended). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)except as expressly modified herein.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective TimeClosing, the Company upon reasonable notice, General Partner shall, and shall cause each other Group Company Subsidiary and each of their respective directorsto, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC the Buyer Parties and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents Representatives (including any Financing Sources and other representatives (collectively, the “Parent their Representatives”) reasonable access during normal business hours reasonable access to all employee, facilities, Books and Records of the Group Companies reasonably requested. The Buyer Parties and their Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation business or operations of any business conducted Group Company or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of any Group Company of their normal duties, and in such a manner as General Partner reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the Ancillary Agreements. Notwithstanding the foregoing, nothing herein shall require General Partner to provide access to, or to disclose any information to, the Buyer Parties or any Company Subsidiaryof their Representatives if such access or disclosure, upon in the good faith reasonable advance notice belief of General Partner, (a) would cause significant competitive harm to the CompanyGroup Companies if the transactions contemplated by this Agreement and the Ancillary Agreements are not consummated, (b) would waive any legal privilege or (c) would be in violation of applicable Laws. The Buyer Parties agree that they shall not, and shall cause their Representatives not to, use any information obtained pursuant to this Section 7.9 for any purpose unrelated to the officers, employees, properties, offices and other facilities consummation of the Company transactions contemplated by this Agreement and the Company Subsidiaries and Ancillary Agreements. All of such information provided to the booksBuyer Parties and their Representative pursuant to this Agreement or any Ancillary Agreement shall be treated as confidential information pursuant to the terms of the confidentiality letter, contracts dated as of September 30, 2018 (the “Confidentiality Agreement”), by and records thereof between New Frontier Group Limited and Partnership, the provisions and restrictions of which are by this reference hereby incorporated (including Tax Returnsas if any reference to “New Frontier Group Limited” therein shall be deemed a reference to a “Buyer Party”); provided, that (i) nothing therein shall prohibit or limit the Buyer Parties from disclosing any such information to their potential Financing Sources (provided, further, that such Financing Sources are obligated to maintain the confidentiality of such information), and (ii) furnish promptly Partnership hereby irrevocably consents to the disclosure of Confidential Information (as defined in the Confidentiality Agreement) by or on behalf of NFC and its Affiliates and other Representatives to the extent such information concerning the business, properties, contracts, assets and liabilities disclosure is reasonably necessary in furtherance of the Company transactions contemplated by this Agreement and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; Ancillary Agreements (provided, howeverthat with respect to any such disclosure that would have required Partnership’s consent under the Confidentiality Agreement and for which consent has not previously been given, that Partnership shall have the Company right to review and consent (which consent shall not be required to (unreasonably withheld, delayed or to cause any Company Subsidiary toconditioned) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure content of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(adisclosure containing such Confidential Information).

Access to Information; Confidentiality. (a) From Between the date of this Agreement to hereof and the Effective TimeClosing, the Company Sellers shall, and shall cause each Company Subsidiary and each of their respective directorsRobxxxx Xxternational, officersInc. to, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide give Buyer and its authorized representatives reasonable access to Parent, Merger Sub and Merger LLC and their respective directors, officers, all employees, all plants, offices, warehouses, and other facilities, and all books and records, including work papers and other materials prepared by Sellers' accountants, consultants, legal counsel, advisors, agents of Sellers and other representatives (collectivelyRobxxxx Xxternational relating to the Assets, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with Liabilities or the operation of any business conducted by the Company or any Company SubsidiaryBusiness, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly permit Buyer and its authorized representatives to make such information concerning inspections as they may reasonably require, with respect to the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent Business or the Parent Representatives Assets, and (iii) furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to the Assets, the Liabilities and the Business as Buyer may from time to time reasonably request; provided, however, that no investigation pursuant to this Section 6.1 shall affect any representation or warranty of Sellers contained in this Agreement or in any agreement, instrument, or document delivered pursuant hereto or in connection herewith; provided further, that, any such representation or warranty shall be modified or waived by such investigation to the Company extent Buyer obtains actual knowledge in the course thereof that Sellers are in violation or default under any such representation or warranty, and Buyer does not immediately bring such violation or default to the attention of Sellers and provide reasonable time for the cure thereof by Sellers. (b) Sellers acknowledge and agree that irreparable damage would occur in the event any confidential information regarding the Assets or the Business is disclosed to or utilized on behalf of any person that is in competition with the Business. Accordingly, Sellers covenant and agree that they will not, and that they will cause their affiliates not to, directly or indirectly, without the prior written consent of Buyer, use or disclose any of such confidential information, except in the normal course of operations of the Business or to authorized representatives of Buyer; provided, however, that confidential information shall not be required deemed to include information that (i) was or becomes generally available to cause the public other than as a result of disclosure by Sellers or their affiliates or (ii) becomes available to Sellers after the Closing on a nonconfidential basis from a source other than Buyer, provided that such source is not known by Sellers to be bound by a confidentiality agreement with respect to such confidential information. Notwithstanding the foregoing provisions of this paragraph, Sellers and their affiliates may disclose any Company Subsidiary to) afford such access or furnish such confidential information to the extent that, in the written opinion of counsel for Sellers, such person is legally compelled to do so, provided that, prior to making such disclosure, such person advises and consults with Buyer regarding such disclosure and provided further that such person discloses only that portion of such confidential information as is legally required. Buyer acknowledges and agrees that the Company believes that doing so would: (A) result Confidentiality Agreement dated December 20, 1996 between Triangle and Sellers shall remain in the loss of attorney-client privilege (effect as provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law)therein. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a).6.2

Access to Information; Confidentiality. SRGL and its Subsidiaries shall afford to Investors and to the respective officers, directors, employees, affiliates, financing sources and authorized advisors, representatives and other agents of Investors reasonable access during the period prior to the Closing Date to all of its properties, facilities, books, contracts, commitments, records, data, systems, personnel, consultants (including actuarial consultants), auditors and advisors and, during such period, SRGL and its Subsidiaries shall furnish to Investors and to their respective officers, directors, employees, affiliates financing sources and authorized advisors representatives and other agents such information concerning its business, properties, financial condition, operations and personnel as Investors may from time to time reasonably request, other than any such properties, books, contracts, commitments, records and information that (a) From are subject to an attorney-client or other legal privilege which SRGL and its legal counsel reasonably believe will be impaired by such disclosure or (b) are subject to an obligation of confidentiality, provided that SRGL will use commercially reasonable efforts to have any such obligation of confidentiality waived if Investors so request. In addition, notwithstanding the date foregoing, in fulfilling its obligations under this Section 6.1, neither SRGL nor any of this Agreement its Subsidiaries shall be required to the Effective Time, the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide violate any applicable Law or (ii) furnish or otherwise make available to Parent, Merger Sub and Merger LLC and Investors customer-specific data or competitively sensitive information relating to areas of their business in which Investors or their respective directorsaffiliates compete against SRGL or any of its Subsidiaries. Furthermore, officersInvestors shall not, employeeswithout the prior written consent of SRGL, accountantswhich consent shall not be unreasonably withheld, consultantsconditioned or delayed, legal counselcontact or communicate with any vendor, advisorscustomer, agents and Employee or other representatives (collectively, business partner of SRGL with respect to or in connection with the “Parent Representatives”) reasonable transactions contemplated hereby. Investors agree that their access during normal business hours to such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation operations of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices SRGL and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such its Subsidiaries. All requests for access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)6.1 shall be directed to such person or persons as SRGL shall designate. Without limiting the terms thereof, the Confidentiality Agreements shall govern the obligations of the respective Investors party thereto and their respective officers, directors, employees, affiliates, financing sources and authorized advisors, representatives and other agents with respect to all information of any type furnished or made available to them pursuant to this Section 6.1.

Access to Information; Confidentiality. (a) From the date of this Agreement Prior to the Effective TimeClosing, the Company shallBuyer may make such investigation of the business and properties of the Seller as the Buyer may desire and, upon reasonable notice, the Seller shall give to the Buyer and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal its counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents accountants and other representatives (collectivelyreasonable access, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with throughout the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice period prior to the CompanyClosing, to the officersproperty, employeesbooks, propertiescommitments, offices agreements, records, files and other facilities personnel of the Company Seller, and the Company Subsidiaries and Seller shall furnish to the books, contracts Buyer during that period all copies of documents and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets Seller (all of such documents and liabilities of information being referred to herein as "Confidential Information") as the Company and Company Subsidiaries as Parent or the Parent Representatives Buyer may reasonably request, subject to Applicable Law; provided, however, that no investigation pursuant to this SECTION 11.3 shall affect any representation or warranty of the Company shall not be Seller contained in this Agreement or in any agreement, instrument or document delivered pursuant hereto or in connection herewith. The Seller acknowledges and agrees that irreparable damage would occur in the event any Confidential Information regarding the Transferred Assets or the Business were disclosed to or utilized on behalf of any Person that is in competition in any material respect with the Business. Accordingly, the Seller covenants and agrees that after the Closing it will not, directly or indirectly, without the prior written consent of the Buyer, use or disclose any Confidential Information, except as required to (by law or to cause any Company Subsidiary to) afford such access or furnish such information to authorized representatives of the extent Buyer. For purposes of this SECTION 11.3, it is agreed that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any confidentiality obligations of the Company parties shall not extend to any information that (i) was or any Company Subsidiary becomes generally available to the public other than as a result of disclosure by a party hereto or (ii) was or becomes available to a party hereto on a nonconfidential basis from a source not a party hereto, provided that such source is not known by by a party hereto to be bound by a confidentiality agreement with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Confidential Information.

Access to Information; Confidentiality. (a) From the date of this Agreement to through the Effective TimeFirst Closing Date, the Company shall, and Seller shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries (i) to afford to Buyer and its Representatives reasonable access upon reasonable notice at reasonable times during normal business hours to the all of its properties, books, contracts contracts, commitments and records thereof (including Tax Returns) and and, (ii) to furnish promptly to Buyer such information concerning the its business, properties, financial condition, operations and personnel as Buyer may from time to time reasonably request, other than any such properties, books, contracts, assets commitments, records and liabilities information that (a) are subject to an attorney-client or other legal privilege or (b) are subject to an obligation of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestconfidentiality; provided, however, that the Company Buyer's investigation shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure conducted in a manner that does not result interfere in a loss any material respect with the Company's or the Company Subsidiaries' normal operations, customers and employee relations. In the event that the FFSB Shares are not transferred to Buyer at the First Closing, from the First Closing Date through the FFSB Closing Date, Seller shall cause FFSB, to the extent permitted by applicable Law, (i) to afford to Buyer and its Representatives reasonable access upon reasonable notice at reasonable times during normal business hours to all of its properties, books, contracts, commitments and records and, (ii) to furnish to Buyer such information concerning FFSB's business, properties, financial condition, operations and personnel as Buyer may from time to time reasonably request, other than any such properties, books, contracts, commitments, records and information that (a) are subject to an attorney-client privilege)or other legal privilege or (b) are subject to an obligation of confidentiality; provided, (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breachhowever, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result that Buyer's investigation shall be conducted in a competitor of the Company manner that does not interfere in any material respect with FFSB's normal operations, customers and employee relations. All requests for access or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)4.2 shall be directed to such Person or Persons as Seller shall designate. Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer and its Representatives with respect to all information of any type furnished or made available to them pursuant to this Section 4.2.

Access to Information; Confidentiality. (a) From the date hereof until the Closing Date or earlier termination of this Agreement to the Effective TimeAgreement, Sellers will provide (or cause a member of the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”Group to provide) to: (i) provide to Parent, Merger Sub and Merger LLC Buyers and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) Representatives with reasonable access during normal business hours in to such a manner as not to interfere unreasonably with the operation books and records of any business conducted by the Company or any Company SubsidiaryGroup as Buyers may reasonably request in advance, upon reasonable advance notice to the Companyin each case, to the officers, employees, properties, offices and other facilities extent relating to the transition of such member of the Company and Group’s business to Buyers following the Company Subsidiaries and Closing or to facilitate the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities consummation of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestClosing; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary toi) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure will be given in a manner that does minimizes interference with the operations, activities and employees of the Company Group, (ii) such access and disclosure would not result in a loss violate the terms of any Material Contract to which any member of the Company Group is bound or any applicable Law, (iii) such access and disclosure would not jeopardize any attorney-client or other privilege), (Biv) result all arrangements for access shall be made in advance solely through Xxxx Xxxxxxx, (v) the disclosure of any trade secrets of third parties or violate any obligations auditors and accountants of the Company or Group shall not be obligated to make any Company Subsidiary with respect to confidentiality workpapers available to any third party Person unless and until such Person has executed a customary agreement relating to such access to workpapers in form and substance reasonably acceptable to such auditors or otherwise breachaccountants, contravene (vi) if the parties hereto are in an adversarial relationship in litigation or violate arbitration, this Section 5.2 shall be of no further force or effect and the furnishing of information, documents or records shall be subject to applicable rules relating to discovery, (vii) any then effective Contract access shall be subject to which the Company Group’s reasonable security and insurance measures and shall not include the right to conduct any environmental testing, sampling or intrusive investigations of any Company Subsidiary is partykind, and (Cviii) result Buyers are not in a competitor breach of this Agreement. Prior to the Closing, Buyers and Xxxxxx’ Representatives will contact and communicate with the employees, contractors, suppliers, regulators and other business relations of the Company or Group in connection with the transactions contemplated hereby only with the prior written consent of Sellers’ Representative (which may be withheld in Sellers’ Representative’s sole discretion), provided further, that Sellers’ Representative shall have the right to have a Representative present during any Company Subsidiary receiving information such contact in the event that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law)Sellers’ Representative consent to such contact. Parent agrees to indemnify and hold Neither the Company and Company Subsidiaries harmless from Group nor Sellers make any and all claims and liabilities, including related costs and expenses, resulting from representation or warranty as to the action accuracy of any Parent Representative information (if any) provided or any information provided to such Parent Representatives obtained pursuant to this Section 5.3(a5.2(a), and Buyers may not rely on the accuracy of any such information.

Access to Information; Confidentiality. (a) From the date of this hereof until and including the Closing Date, BioScrip will deliver to Parent (in electronic form where available) the information reasonably requested by the Buyers in order to commence and progress transition related planning activities as specified in the Access Agreement to and the Effective TimeTransition Services Agreement and, the Company solely in connection with such activities, BioScrip shall, and BioScrip shall cause each Company Subsidiary and each of its Subsidiaries to, use reasonable best efforts to make their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide management reasonably available to Parent, Merger Sub and Merger LLC the Buyers and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access Representatives during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice and provide the Buyers and their Representatives reasonable access to the CompanyFacilities during normal business hours and upon reasonable advance notice to, and permit such Representatives to review such information; provided that it is understood and agreed that the Buyers have informed the Sellers that the access and conduct that is required by this Section 4.02(a) is critical to its ability to operate the Transferred Facilities, and to conduct business and service customers at the Transferred Facilities, at Closing, but that such access and conduct must be provided or performed in a form or manner or pursuant to a process that complies with applicable Law and any medical privacy policy of BioScrip maintained for the benefit of third parties that imposes a legally binding obligation on BioScrip or is required to be complied with order to be in accordance with applicable Law and, provided, further, that, except as agreed in a pre-approved communication plan or as set forth in the Access Agreement; (i) the Buyers and their Representatives shall not have the right, without the prior written consent of BioScrip (which shall not be unreasonably withheld, delayed or conditioned so long as the appropriate Buyers provide the appropriate Sellers with a reasonable indemnity upon BioScrip’s request), to perform any investigative procedures that involve physical disturbance or damage to the officersFacilities, employees, properties, offices and other facilities the real property upon which the Facilities are situated or any of the Company and the Company Subsidiaries and to the booksPurchased Assets or Excluded Assets, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the businessBuyers shall not, properties, contracts, assets and liabilities without the prior written consent of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company BioScrip (which shall not be required unreasonably withheld, delayed or conditioned), contact or communicate with any patient, payor, client or customer of the Business with respect to or in connection with the transactions contemplated by this Agreement, (iii) the Buyers shall not, without the prior written consent of BioScrip (which shall not be unreasonably withheld, delayed or conditioned), contact or communicate with any vendor, employee, independent contractor or other business partner of the Selling Parties with respect to cause or in connection with the transactions contemplated by this Agreement and (iv) if BioScrip’s auditors or other third-party service providers shall so request in connection with the release of any Company Subsidiary to) afford books, records or other information (including work papers), the Buyers agree to execute a customary release as may be reasonably requested by such access auditors or furnish such information third-party service providers. Accordingly, to the extent that providing access to certain information or personnel or taking certain action under this Section 4.02(a) would not so comply in a given form or manner or pursuant to a given process, the Company believes that doing so would: (A) result in the loss parties to this Agreement shall agree on a form or manner of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner conduct that does not result in a loss of attorney-client privilegewill both enable the Buyers to operate the Transferred Facilities, and conduct business and service customers at the Transferred Facilities following the Effective Time and will comply with applicable Law and any such policy (e.g., pricing information may be redacted from the item files and pharmacy reimbursement rates may be redacted from third party plan information), (B) result in . To the disclosure extent of any trade secrets conflict between this Section 4.02 and the Access Agreement in terms of third parties information or violate any obligations access to be provided, the terms of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Access Agreement shall prevail.

Access to Information; Confidentiality. (a) From the date of this Agreement Execution Date until the Closing Date, Seller will, and will cause its Affiliates to, (i) give Buyer Group and their Representatives reasonable access to the Effective Timeassets, the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officersinventory, employees, accountantsoffices, consultantsproperties, legal counsel, advisors, agents and corporate governance and other representativesbooks and records of Seller relating to the Tangible Assets, including the Required Documents (excepting, in all cases, any such items relating to Delta, American, or any other major airline or Affiliate or consultant or adviser thereto), (collectively, “Company Representatives”ii) to: (i) provide furnish to Parent, Merger Sub and Merger LLC Buyer Group and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents Representatives such financial and operating data and other representatives information relating to the Tangible Assets as such Persons may reasonably request and (collectively, iii) instruct the “Parent Representatives”) employees and counsel of Seller to reasonably cooperate with Buyer in its investigation of the Tangible Assets. Any investigation pursuant to this Section 5.02 shall be conducted only with reasonable access advance notice to Seller and only during normal business hours and in such a manner as not to interfere unreasonably with the operation conduct of Seller’s business. Notwithstanding the foregoing, Buyer shall not have access to any business conducted of the following: personnel records of Seller relating to individual performance or evaluation records, or medical histories; information relating to the Third-Party CPAs; any Contracts or other information pursuant to which Seller is bound by the Company confidentiality or non-disclosure obligations with respect thereto; or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent which in Seller’s good faith opinion is sensitive or the Parent Representatives may reasonably requestdisclosure of which could subject Seller to risk of liability or violation of Laws; provided, however, that Seller shall be obligated to use commercially reasonable efforts to request and obtain any consents or waivers necessary for Buyer Group and their Representatives to gain access to the Company shall not be required assets, inventory, employees, offices, properties, corporate governance and other books and records, financial and operating data and other information relating to (or to cause any Company Subsidiary to) afford such access or furnish such information the Tangible Assets to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use reasonably necessary for Buyer to conduct its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations due diligence review of the Company or Tangible Assets (excepting, in all cases, any Company Subsidiary with respect such items relating to confidentiality to any third party or otherwise breachDelta, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is partyAmerican, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust major airline or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative Affiliate or any information provided to such Parent Representatives pursuant to this Section 5.3(aconsultant or adviser thereto).

Access to Information; Confidentiality. (a) From During the period from the date of this Agreement to the Effective Timeearlier of the Closing Date or the termination of this Agreement in accordance with Section 10.1, the Company Seller shall, and shall cause each Company Subsidiary and each of their respective directorsthe Xxxxxxxxxx Entities to, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parentthe Purchaser and its authorized Representatives with reasonable access, Merger Sub upon reasonable prior notice and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Companyhours, to the officersoffices, employees, properties, offices properties and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) Xxxxxxxxxx Entities and (ii) furnish promptly the Purchaser and its authorized Representatives with such information and data concerning the business, properties, contracts, assets business and liabilities operations of the Company and Company Subsidiaries Xxxxxxxxxx Entities as Parent the Purchaser or the Parent Representatives any of such other Persons may reasonably request; provided, however, that any such access shall be conducted in a manner not to unreasonably interfere with the Company businesses or operations of the Xxxxxxxxxx Entities and/or the System, and the Purchaser will accept, and cause its Representatives to accept, any reasonable restrictions the Seller may impose on such access and contacts. None of the Seller or the Xxxxxxxxxx Entities shall be obligated to provide any access to any documents or data which they are prohibited from doing so pursuant to applicable Law or Educational Law or contractual restriction or otherwise result in the waiver of any legal privilege or work product protection of the Seller or the Xxxxxxxxxx Entities, and the Purchaser shall not contact, and shall cause its Representatives not to contact, any employee or sponsor or other business relation of the Seller or the Xxxxxxxxxx Entities or the System without the prior written approval of the Seller. The Purchaser agrees and acknowledges that it shall not be required entitled to the identity of any other potential purchasers of the System and/or the Xxxxxxxxxx Entities (and any negotiations with such persons), any bids or to cause expressions of interest or other agreements, documents, calculations, valuations, reports or materials prepared by or received by the Seller or any Company Subsidiary to) afford of the Xxxxxxxxxx Entities or any of their respective Representatives in connection with the transactions contemplated by this Agreement. All such access and information requests shall be coordinated through one or furnish such information to more Representatives designated by the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Seller.

Access to Information; Confidentiality. (a) From the date hereof until the Closing (or until the earlier termination of this Agreement to the Effective Timein accordance with Section 8.01), the Company upon reasonable notice, Sellers shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) the Spine Entities to: (i) provide to Parent, Merger Sub and Merger LLC afford Purchasers and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices properties and other facilities Books and Records of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) Spine Entities; and (ii) furnish promptly to the Representatives of Purchasers such additional financial and operating data and other information concerning regarding the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries Business (or copies thereof) as Parent or the Parent Representatives they may reasonably request; provided, however, that any such access or furnishing of information shall be: (x) limited to such access and/or information as is reasonably required (1) to prepare for the Company shall not be required to (Closing or to cause any Company Subsidiary toprepare for the separation of the Business and the Spine Entities from the Sellers and integration into the Purchasers, or (2) to determine the satisfaction of the conditions to Closing contained in Article VII; provided that Sellers shall have no obligation to afford such access or furnish such information for the purposes described in this clause (2) or to cause the Spine Entities to do so following the satisfaction of each of the conditions set forth in Sections 7.01(b) and 7.01(d); and further provided, that Sellers’ obligation to afford such access or furnish such information for the purposes described in this clause (2) or to cause the Spine Entities to do so shall be limited to information that is contained in documents on hand and/or documents that are prepared by the Business in the ordinary course of business and to conversations with the management and legal team of the Business; (y) scheduled and coordinated through the Person(s) set forth on Schedule 4.02 and, in the case of access and/or information to be provided to any Third Party Representatives of any Purchaser who have not had access to the extent that Spine Data Room prior to the Company believes that doing so woulddate hereof, approved in advance by the Person(s) set forth on Schedule 4.02; and (z) conducted at Purchasers’ expense, during normal business hours, under the supervision of U.S. Seller’s or its Affiliates’ personnel and in such a manner as not to interfere with the normal operations of the Business. Sellers shall not be required to disclose (or cause the Spine Entities to disclose) any information to Purchasers if such disclosure would be reasonably likely to: (AI) result in cause significant competitive harm to the loss of Business if the transactions contemplated hereby are not consummated; (II) jeopardize any attorney-client privilege or other legal privilege; or (provided III) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. The fact that the Company Purchasers have agreed to limitations on their access to information in accordance with this Section 4.02(a) shall use its reasonable efforts to allow for such access or disclosure not be construed in any respect as a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure waiver of any trade secrets of third parties or violate any obligations of the Company or conditions to Closing set forth in Article VII, nor shall it impose on Purchasers any Company Subsidiary with respect obligation to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in grant such a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)waiver.

Access to Information; Confidentiality. (a) From During the date of this Agreement to the Effective TimePre-Closing Period, the Company Seller shall, and shall cause each Company Subsidiary its Subsidiaries to, permit Buyer and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, its authorized agents and other representatives, (collectively, “Company Representatives”) or Representatives to have reasonable access during regular business hours to: (i) provide to Parentsuch properties, Merger Sub books, records, Contracts and Merger LLC financial (including working papers) and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectivelyoperating data of the Business, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with Purchased Assets or the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) Assumed Liabilities and (ii) furnish promptly the Business Employees and other members of management of Seller knowledgeable about the Business, the Purchased Assets or the Assumed Liabilities, in each case as Buyer may reasonably request in order to review information and documentation and ask questions relative to the properties, books, Contracts and other records of the Business, the Purchased Assets or the Assumed Liabilities and to conduct any other reasonable investigations, in each case for any reasonable business purpose relating to the consummation of the Purchase Transactions; provided that such information concerning investigation (x) shall only be upon reasonable notice and shall not unreasonably disrupt the businesspersonnel and operations of Seller or any of its Subsidiaries, (y) shall comply with the reasonable security, data privacy and data protection, and insurance requirements of Seller and its Subsidiaries and (z) shall be at Buyer’s sole expense. All requests for access to the offices, properties, contractsbooks and records of Seller and its Subsidiaries shall be made to such Representatives of Seller as Seller shall designate, assets who shall be solely responsible for coordinating all such requests and liabilities all access permitted hereunder. It is further agreed that neither Buyer nor any of its Affiliates, agents or Representatives acting on its behalf shall contact any of the Company and Company employees (other than as provided in Section 6.7), customers, suppliers, partners, Subsidiaries as Parent or Affiliates of Seller in connection with the Parent transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such Representatives may reasonably requestof Seller (not to be unreasonably withheld, conditioned or delayed); provided, howeverthat nothing in this Section 6.3 shall restrict Buyer, that its Affiliates and their respective representatives from contacting any of the Company forgoing in the ordinary course of Buyer’s or its Affiliates’ or their respective representatives’ business without referencing this Agreement, Seller, the Business, the Purchased Assets or the Assumed Liabilities. Notwithstanding anything to the contrary in the foregoing, neither Seller nor any of its Subsidiaries shall not be required to (A) provide access to or to cause any Company Subsidiary to) afford disclose information where such access or furnish such information disclosure would reasonably be expected to cause the extent that the Company believes that doing so would: (A) result in the loss waiver of any attorney-client privilege of Seller or such Subsidiaries or contravene any Law or binding agreement of Seller or such Subsidiaries (provided that Seller shall inform Buyer as to the Company general nature of what is being withheld as a result of the foregoing (but only to the extent it would not waive such privilege) and shall use its reasonable efforts to allow for disclose such access or disclosure information in a manner way that does would not result in a loss of attorney-client privilegewaive such privilege or contravene any applicable Law or binding agreement), (B) result in provide access to or disclose any document, communication or information related to the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary sale process with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company Business or any Company Subsidiary is partyother potential transaction relating to the sale or divestiture of the Business, (C) provide access to personnel records of the Business Employees, including records relating to individual performance or evaluation records, medical histories or other information that Seller believes in good faith is sensitive information relating to personnel or the disclosure of which would reasonably be expected to subject Seller or any of its Subsidiaries to risk of liability (provided that Seller shall inform Buyer as to the general nature of what is being withheld as a result of the foregoing and shall use its reasonable efforts to disclose such information in a way that would not result in a competitor the sharing of the Company sensitive information or any Company Subsidiary receiving information that is competitively sensitive or reasonably risk liability), (D) breachprovide access to any property of Seller or its Subsidiaries for purposes of conducting any environmental sampling or testing or (E) provide any financial or other information concerning the Business that Seller does not maintain in the ordinary course of business or is otherwise not readily available to Seller under its current reporting systems, contravene other than as required under this Agreement or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Transaction Documents.

Access to Information; Confidentiality. (a) From For a period of [* * *] years after the date Closing Date, the Seller and its Representatives shall have reasonable access to, and the Buyer agree to hold and not to destroy or dispose of, any books, records or other forms of this Agreement information with respect to the Purchased Assets or the Assumed Liabilities transferred to the Buyer hereunder, solely to the extent related to the Seller’s ownership of such Purchased Assets prior to the Effective Time, and solely for the Company shallpurpose of, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide solely to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectivelythe extent necessary in connection with, the “Parent Representatives”) administration of any duties related to any audit or inquiry by a Governmental Authority or Action involving the Seller or any of its Affiliates. In such instance, the Buyer shall allow the Seller and its Representatives reasonable access to such books and records, and personnel with knowledge thereof and facilities related thereto, upon reasonable prior notice and during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requesthours; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure be conducted in a manner that does not result in a loss unreasonably interfere with the business and operations of the Buyer or any other member of the Mundipharma Network. Notwithstanding the foregoing, Buyer shall not be required to disclose any information: (i) if doing so would violate any written obligation of confidentiality to which it or any of its Affiliates is subject or, upon the advice of counsel, jeopardize attorney-client privilege)privilege or contravene any Laws, (Bii) result in if the disclosure of any trade secrets of third parties or violate any obligations of the Company Seller or any Company Subsidiary of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand, are adverse parties in an Action and such information is reasonably pertinent thereto (other than an Action with respect to confidentiality to any third party a Claim under this Agreement) or otherwise breach, contravene or violate any then effective Contract to which (iii) if the Company or any Company Subsidiary is party, (C) result Buyer reasonably determines in a competitor of the Company or any Company Subsidiary receiving good faith that such information that is competitively sensitive sensitive; provided that, in the case of clause (i) above, the Buyer shall use its reasonable best efforts to obtain any required consents or take such other action (Dsuch as the entry into a joint defense agreement or other arrangement to avoid loss of attorney client privilege) breach, contravene to permit such access or violate any applicable Law (including disclosure. If the HSR Act or any other antitrust or competition Law). Parent agrees Buyer shall desire to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action dispose of any Parent Representative or any information provided of such books and records prior to the expiration of such six-year period, the Buyer shall, prior to such Parent Representatives pursuant disposition, give the Seller a reasonable opportunity of not less than 30 days, at the Seller’s expense, to this Section 5.3(a)segregate and remove such books and records as the Seller may select.

Access to Information; Confidentiality. (a) From On the terms and subject to the Conditions set forth in the Confidentiality Agreement, between the date of this Agreement and the Closing Date, each Seller will, on reasonable notice and during ordinary business hours, subject to the Effective Timerequirements of applicable Law, the Company shallincluding, and shall cause each Company Subsidiary and each of their respective directorswithout limitation, officersall applicable competition Laws, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide give to ParentPurchaser and its authorized representatives reasonable access to all books, Merger Sub records (including, without limitation, all work papers and Merger LLC other documents of such Seller and their respective directorsits accountants who have knowledge of the Business), plants, offices and other facilities and properties of such Seller to the extent related to the Purchased Assets or the Assumed Liabilities, including, without limitation, such books and records of Sellers as Purchaser or such representatives may reasonably request in connection with Purchaser’s compliance with applicable securities laws in connection with the consummation of the transactions contemplated hereby, (ii) permit Purchaser to make such inspections thereof as Purchaser may reasonably request and (iii) cause such Seller’s officers, employees, accountants, consultants, legal counsel, advisors, agents employees and advisors with knowledge of the Business and the Purchased Assets to furnish Purchaser with such financial and operating data and other representatives (collectively, information with respect to the “Parent Representatives”) reasonable access during normal business hours Business and the Purchased Assets as Purchaser may from time to time reasonably request. Any such inspection or investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business or the Purchased Assets. 38 (b) The Confidentiality Agreement shall remain in full force and effect and shall survive the execution and delivery of this Agreement and the termination of this Agreement for any business conducted reason whatsoever, subject to its stated expiration date. Section 6.2 Conduct of the Business. Except as set forth on Schedule 6.2 hereto or as contemplated or permitted hereby or otherwise consented to by Purchaser (such consent not to be unreasonably withheld or delayed by Purchaser), from the Company or date hereof through the Closing, Goodyear shall operate the Business and the Purchased Assets in the Ordinary Course of Business and shall not take any Company Subsidiaryaction of the type represented not to have occurred in Section 4.5 hereof. All molds and drums relating to Skid Steer and Large Terra tires presently located at Goodyear’s Topeka, upon reasonable advance notice Kansas manufacturing facility shall be moved to the CompanyOwned Real Property, at Goodyear’s expense, prior to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law)Closing. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a).6.3

Access to Information; Confidentiality. (a) From Between the date of this Agreement to hereof and the Effective TimeClosing, the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: Seller (i) provide to Parentshall give Buyer and its authorized representatives reasonable access, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal regular business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice notice, to such employees, plants, offices, warehouses, and other facilities, and such books and records of the Midstream Companies and the Trading Company, as are reasonably necessary to allow Buyer and its authorized representatives to make such inspections as they may reasonably require to verify the officers, employees, properties, offices and other facilities accuracy of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) any representation or warranty contained in Article IV and (ii) furnish promptly such information concerning the business, properties, contracts, assets shall cause Seller's officers and liabilities those of the Midstream Companies and the Trading Company to furnish Buyer and Company Subsidiaries as Parent its authorized representatives with such financial and operating data and other information with respect to the Midstream Companies or the Parent Representatives Trading Assets as Buyer may from time to time reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in that Seller shall have the loss right to have a representative present at all times of attorney-client privilege (provided that any such inspections, interviews, and examinations conducted at or on the Company shall use its reasonable efforts to allow for such access offices or disclosure in a manner that does not result in a loss other facilities or properties of attorney-client privilege)Seller or the Midstream Companies or the Trading Company, (B) result that Buyer shall hold in confidence all such information on the terms and subject to the conditions contained in the Confidentiality Agreement and (C) that Buyer shall have no right of access to, and Seller shall have no obligation to provide to Buyer, (1) bids received from others in connection with the transactions contemplated by this Agreement and information relating to such bids or (2) any information the disclosure of which would jeopardize any trade secrets of third parties or violate any obligations of the privilege available to a Midstream Company or any Company Subsidiary with respect Seller relating to such information or would cause Seller to breach a confidentiality to any third party or otherwise breachobligation. Buyer shall indemnify, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify defend and hold the Company harmless Seller from and Company Subsidiaries harmless from against any and all claims and liabilities, including related costs and expensesLosses (as defined herein) asserted against or suffered by Seller relating to, resulting from the action or arising out of any Parent Representative examinations or any information provided to such Parent Representatives inspections made by Buyer or its authorized representatives pursuant to this Section 5.3(a7.1(a).

Access to Information; Confidentiality. (a) From Upon the date execution hereof, and continuing until the closing of the Transactions or the earlier termination of this Agreement to (or, in the Effective Timeevent of any claims made in accordance with Section 8.2 or otherwise under this Agreement, until the Company resolution thereof), Seller and its Affiliates shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub give Buyer and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other its authorized representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not from time to interfere unreasonably with the operation time to all of any business conducted by the Company or any Company Subsidiaryits books, upon reasonable advance notice to the Companyrecords, to the officers, employees, propertiessenior personnel, offices and other facilities and properties to the extent the same relates to the Alachua Facility or Acquired Assets, including, without limitation, reasonable and timely access to the Leased Areas and other portions of the Company and Alachua Facility within which the Company Subsidiaries and Acquired Assets may then be located in order for Buyer to conduct a “walk-through” inspection at Buyer’s request prior to the books, contracts and records thereof (including Tax Returns) and Closing Date; (ii) permit Buyer to make such copies of any documents and inspections thereof from time to time as Buyer may reasonably request; and (iii) cause its officers and other employees to furnish promptly Buyer with such financial and operating data and other information concerning with respect to the businessAcquired Assets and Alachua Facility, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives from time to time Buyer may reasonably request; provided, however, that any such access shall be conducted at Buyer’s expense, at reasonable times, under the Company supervision of personnel of Seller or such Affiliate, as the case may be, and in such a manner as to maintain the confidentiality of this Agreement and the Transactions in accordance with the terms hereof. Buyer agrees to retain all information so obtained from Seller on a confidential basis, and Seller agrees to retain any information obtained from Buyer on a confidential basis. In the event that the Transactions shall not be required to (or to cause completed for any Company Subsidiary to) afford such access or furnish such information reason, each party shall return promptly to the extent that other party all information received by such party in this connection. Neither Buyer nor Seller shall use any confidential information so obtained unless (i) the Company believes that doing so would: Transactions are consummated or (Aii) result the confidential information becomes available in the loss of attorney-client privilege (provided that public domain. Notwithstanding the Company shall use its reasonable efforts to allow for such access foregoing, no information or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in knowledge obtained by either Buyer or Seller during the disclosure course of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives investigation conducted pursuant to this Section 5.3(ashall: (a) affect or be deemed to modify in any respect any of the representations or warranties of Seller set forth in this Agreement (or in any certificate, instrument or other document delivered by Seller to Buyer in connection with the Transactions), or the conditions to the obligations of the parties to consummate the Transactions in accordance with the terms and conditions hereof; (b) be deemed to amend or supplement the Schedules hereto, or prevent or cure any misrepresentations, breach of warranty or breach of covenant by Seller; or (c) otherwise limit or affect any remedies available to Buyer as a result of or arising out of such disclosure.

Access to Information; Confidentiality. (a) From and after the date of this Agreement to until the Effective Timeearlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shallupon reasonable notice, and Sellers shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub HYAC and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access its Representatives during normal business hours reasonable access to the books and records of the Holding Companies, Group Companies or Business (in such a manner so as to not to interfere unreasonably with the operation normal business operations of any business conducted by the Group Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestits Affiliates); provided, however, that the Company such access shall not extend to any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation. All of such information shall be treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the period from the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, neither Sellers Table of Contents nor any of their Affiliates shall be required to disclose to HYAC or any of its Representatives any information (or to cause any Company Subsidiary toi) afford such access or furnish such information if and to the extent that the Company believes that doing so would: (A) would violate any contract or Law to which any Seller or any of its Affiliates is a party, bound or is subject or (B) could, as reasonably determined upon the advice of counsel, result in the loss of the ability to successfully assert attorney-client privilege and work product privileges (provided, that, in case of each of (A) and (B), Sellers shall use their respective reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or in a manner without violating such privilege, contract or Law), (ii) if a Seller or any of its Affiliates, on the one hand, and HYAC or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (iii) information relating to Taxes or Tax Returns other than information to the extent relating to the Holding Companies, Group Companies or the Business; provided that the Company Sellers and/or their Affiliates shall use its reasonable efforts to allow for such provide notice of the withholding of access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of information on any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)basis.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement to the Effective TimeAgreement, the Company shall, Seller shall grant Purchaser and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other its representatives (collectively, the “Parent Representatives”at Purchaser’s sole cost and expense) reasonable access access, during normal business hours and upon reasonable notice (and in such a manner as not to interfere unreasonably with the operation event of any business conducted by the Company or any Company Subsidiaryfacility visit request, upon reasonable advance notice to the Companyat least 48 hours prior notice), to the officerspersonnel, employeesfacilities, properties, offices book and other facilities records of the Company and the Company Subsidiaries and Seller Group related to the booksBusiness or the Transferred Assets, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning that are in the business, properties, contracts, assets and liabilities possession or under the control of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestSeller Group; provided, however, that (i) all requests for access shall be directed to Xxxxx Xxxxxxxxxxx (email: xxxxxxxxxxxx@xxxxxxxxxxxx.xxx) or such other person(s) as the Company 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 not be required 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), (or to cause any Company Subsidiary toiv) afford 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 such to Purchaser or provide Purchaser with access to information to the extent that the Company believes that doing so would: (A) result in the loss of is subject to an attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorneyan attorney work-client product privilege), (B) result in legal counsel for the disclosure of any trade secrets of third parties Seller Group reasonably concludes may give rise to antitrust or competition law issues or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party a protective order or otherwise breach, contravene may not be disclosed pursuant to applicable Law or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor would cause significant competitive harm to the Seller Group if the Transactions are not consummated. Without limiting the generality of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breachforegoing, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition LawSeller will make available to Purchaser true, correct and complete copies of each of the Assigned Contracts listed on Schedule 2.1(c). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and , together with all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)amendments thereto.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with its terms, subject to the Effective Timeconfidentiality obligations of Purchaser set forth in Section 5.01 and the limitations set forth in Section 4.02(d), the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: Seller will (i) provide to Parentgive Purchaser, Merger Sub and Merger LLC the Purchasing Affiliates and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice to the Companyoffices, properties, books and records of Seller and the Selling Affiliates to the extent relating to the Purchased Assets, including the corporate books and records and Tax Returns and Tax Claims of the Acquired Subsidiaries and, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries extent reasonably required to evaluate required consents and to determine other actions to be taken pursuant thereto in order to effect the bookstransactions contemplated by this Agreement, contracts material Assigned Contracts, material Permits, Transferred Real Property Leases and records thereof (including Tax Returns) and similar documentation, provided, in each case, that such access does not interfere in any material respect with Seller’s or any Selling Affiliate’s normal business operations, (ii) furnish promptly to Purchaser, the Purchasing Affiliates and their respective Representatives such financial and operating data and other information concerning in Seller’s possession relating to the business, properties, contracts, assets Purchased Assets as Purchaser may reasonably request and liabilities (iii) instruct the Representatives of Seller and the Selling Affiliates to cooperate with Purchaser in its reasonable investigations of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestBusiness; provided, however, that neither Purchaser nor any of its Representatives will have the Company shall not be required right to (perform any investigative procedures that involve physical disturbance or to cause any Company Subsidiary to) afford such access or furnish such information damage to the extent that Real Property (including any environmental sampling or testing at the Company believes that doing so would: (AReal Property) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Purchased Assets without Seller’s prior written consent.

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws and Orders and the date terms of this Agreement to the Effective Timeany existing Contracts, the Company each Party shall, and shall cause each Company Subsidiary and each of their its respective directorswholly-owned Subsidiaries to, officers, employees, accountants, consultants, legal counsel, advisors, agents and afford to the other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC Parties and their respective directorsRepresentatives, officersuntil the earlier of the Closing or the termination of this Agreement in accordance with its terms, employeescontinuing access to its virtual data rooms, accountantsand reasonable access, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice to the Companynotice, to the officers, employeesits businesses, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts books and records thereof (including Tax Returns) and (ii) furnish promptly such other data and information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives a Party may reasonably request; provided, as well as to the other Party’s and its Subsidiaries’ personnel, subject, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to not interfering with the extent that ordinary conduct of its businesses. Notwithstanding the Company believes that doing so would: (A) result in foregoing, if the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure terms of any trade secrets of third parties Law, Order or violate any obligations of Contract shall limit a Party’s right to access the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)5.1, the other Party shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any attorney-client and work product privileges. Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement, but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect.

Access to Information; Confidentiality. (a) From 35. Prior to the Closing Date, or, if earlier, the date of this Agreement is terminated pursuant to Section 13.01, Purchaser may make or cause to be made such review of the Effective Time, the Company Business and of its respective financial and legal condition as Purchaser deems reasonably necessary or advisable. Seller shall, and shall cause each Company Subsidiary the Holdcos and each of their respective directorsthe Project Companies to, officerspermit Purchaser and its authorized agents or Representatives, employees, including its independent accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) have reasonable access to the properties, Books and Records of the Holdcos and the Project Companies during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice review information and documentation related to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets commitments and liabilities other records of the Company Holdcos and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestProject Companies, including [**************************************************] in order to [********* ************************************************]; provided, however, that (X) such investigation shall only be upon reasonable notice and shall not disrupt personnel and operations of the Business, (Y) shall be at Purchaser’s sole cost and expense, and (Z) Purchaser and its authorized agents and Representatives comply with all of Seller’s, Holdcos’ and the Project Companies’ site specific safety protocols (including with respect to COVID-19); provided, further, that prior to the Closing Date, Purchaser, its Affiliates or their respective Representatives, shall be permitted to conduct [************************************************************ ***********] with respect to any Facility, any Holdco or any Project Company; provided, that (i) without the prior written consent of Seller (it being understood and agreed that Seller may have no such authority, whether contractual or otherwise, to consent to such undertakings with respect to any Facility), which consent shall not be unreasonably withheld, conditioned or delayed, in no event shall any subsurface investigation of any environmental media be conducted by Purchaser, its Affiliate or their respective Representatives and (ii) Purchaser, its Affiliate or their respective Representatives, as applicable, shall reasonably consult with Seller with respect to any such activity; provided, further, that, for the avoidance of doubt, none of Purchaser, its Affiliates or their respective representatives shall have any right to access or review any Tax Return of Seller or any of its Affiliates (including any consolidated, combined or unitary Tax Return including any such entity), except for separate Tax Returns of the Holdcos and the Project Companies (provided, that Seller and its Affiliates will use commercially reasonable efforts to provide Purchaser with information contained in such returns, or derived from those returns without undue burden, that is reasonable requested by Purchaser and relevant to its tax due diligence). All requests for access to the offices, properties, Books and Records of the Holdcos and the Project Companies shall be made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Purchaser, its 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 Holdcos or the Project Companies, in connection with the transactions contemplated hereby, whether in person or by telephone, mail or other means of communication, without the specific prior authorization of Seller or its representatives. Any access to the offices, properties, Books and Records of the Holdcos and the Project Companies shall be subject to the following additional limitations: (i) Purchaser, its Affiliates, and their respective representatives, as applicable, shall give Seller notice of at least two (2) Business Days prior to conducting any inspections of the Holdcos or the Project Companies or communicating with any third party relating to any property of the Holdcos or the Project Companies, and a representative of Seller shall have the right to be present when Purchaser, its Affiliates or their respective Representatives conducts its or their investigations on such property; (ii) none of Purchaser, its Affiliates or their respective representatives shall damage the property of any Holdco, any Project Company or any portion thereof; and (iii) Purchaser, its 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 Seller, the members of the Holdcos and the Project Companies, 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 Purchaser, its Affiliates and their respective Representatives under this paragraph. The foregoing indemnification obligation shall survive the Closing or termination of this Agreement solely to the extent of any indemnified damages incurred prior to the Closing. Notwithstanding anything herein to the contrary, prior to the Closing Date, Seller shall not be required to (or to cause provide any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use Purchaser, its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company Affiliates or any Company Subsidiary with respect to confidentiality to of their respective Representatives which Seller reasonably believes it, any third party or otherwise breach, contravene or violate any then effective Contract to which the Company Holdco or any Project Company Subsidiary is partyprohibited from providing to Purchaser, (C) result in a competitor its Affiliates or their respective Representatives by reason of the Company applicable Law, which constitutes or any Company Subsidiary receiving allows access to information that is competitively sensitive or (D) breachprotected by attorney-client privilege, contravene or violate which Seller or the Holdcos and the Project Companies are required to keep confidential or prevent access to by reason of any applicable Law (including the HSR Act Contract with a third party or which would otherwise expose any Seller or any other antitrust or competition Law). Parent agrees of its Affiliates to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action a material risk of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Liability.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof to the Effective TimeTime or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to the extent permitted by applicable Law and subject to reasonable restrictions imposed (after consultation with counsel) as a result of confidentiality obligations, the Company shallwill (i) provide to (x) Buyer (and its officers, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, financial advisors, financing sources, agents and other representatives, (collectively, “Company "Buyer Representatives”") to: and (iy) provide any persons either listed on Section 6.5(a) of the Buyer Disclosure Schedule or approved by the Company, such approval not to Parentbe unreasonably withheld, Merger Sub and Merger LLC conditioned or delayed, (and their respective directorsaffiliates, officers, directors, employees, accountants, consultants, legal counsel, financial advisors, financing sources, limited partners and limited partners of affiliates and agents, collectively, "Other Representatives") that have entered into or are contemplating entering into an agreement with Buyer or Acquisition Sub with respect to purchasing after consummation of the Merger certain assets or subsidiaries of the Company relating to the Company's Retirement Services, Life Insurance Services and/or Commercial Insurance Services divisions of the Company (the transactions contemplated by such agreement, the "Subsequent Transaction") access during normal business hours and following reasonable notice from Buyer, to the Company's and its subsidiaries' employees, facilities, offices, properties, books, contracts and records (including Tax returns, internal work papers, client files, client contracts and director service agreements) and such financial and operating data and other information as Buyer, the Buyer Representatives or Other Representatives may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Company and its subsidiaries (including providing Buyer, the Buyer Representatives and the Other Representatives with unaudited monthly financial statements, including a monthly balance sheet and income statement, in the form such financial statements have been delivered to Buyer prior to the date hereof, for each of the Business Divisions and providing Buyer, the Buyer Representatives and the Other Representatives with the financial results of the Company in advance of any filing by the Company with the SEC containing such financial results) and (ii) instruct the officers, directors, employees, accountants, consultants, legal counsel, financial advisors, agents and other representatives of the Company and its subsidiaries (collectively, the “Parent "Company Representatives”") reasonable access during normal business hours to reasonably cooperate with Buyer and the Other Representatives in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities its investigation of the Company and the Company Subsidiaries and to the books, contracts and records thereof its subsidiaries (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestby reading available independent public accountant's work papers); provided, however, that the Company shall not be required to (provide access to, or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that instruct the Company believes that doing so Representatives to provide access to, any information or documents which would: (A) result , in the loss reasonable judgment of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege)Company, (Bi) result in the disclosure of breach any trade secrets of third parties or violate any obligations agreement of the Company or any Company Subsidiary of its subsidiaries with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is third-party, (Cii) constitute a waiver of the attorney-client or other privilege held by the Company, (iii) otherwise violate any applicable Laws or (iv) which would result in a competitor of the Company or any Company Subsidiary of its subsidiaries receiving material information that which is competitively sensitive or (D) breachsensitive; provided, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold further, however, that the Company will use its reasonable best efforts to obtain any required consents for the disclosure of such information or documents and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from take such other action (such as the action redaction of any Parent Representative identifying or any confidential information provided or entry into a joint defense agreement or other arrangement to avoid loss of attorney client privilege) with respect to such Parent information or documents as is necessary to permit disclosure to Buyer, the Buyer Representatives pursuant to this Section 5.3(a)and the Other Representatives.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof to the Effective Time, the Company shall, and shall cause each Company Subsidiary and each of their respective the officers, directors, officers, employees, accountantsauditors, consultantsattorneys, legal counsel, financial advisors, agents lenders and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) of the Company to, afford the Representatives of Parent and Merger Sub reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon at all reasonable advance notice to the Company, times to the officers, employees, agents, properties, offices and other facilities facilities, books and records of the Company and the Subsidiaries, and shall furnish Parent and Merger Sub with all financial, operating and other data and information as Parent or Merger Sub, through its Representatives, may reasonably request, except in each case with respect to any document or other information with respect to any potential or current litigation between the Company Subsidiaries and the Subsidiaries, on the one hand, and Parent or any of its affiliates, on the other hand, that is subject to an attorney-client or other privilege or constitutes attorney work product. Parent and the Company will remain subject to the booksterms of that certain confidentiality agreement with the Company dated April 7, contracts 2006 (the “Confidentiality Agreement”); provided, that from the date hereof to the Effective Time, any pre-planning activity between the Parent and records thereof any employee of the Company regarding the employment of such employee by Merger Sub or Parent following the consummation of the transactions contemplated hereby shall not be a violation of the Confidentiality Agreement; provided, further that if this Agreement is terminated, Parent and its subsidiaries shall not be entitled to employ any employee of the Company with whom Parent has contact in connection with this Agreement, until the date that is six (including Tax Returns6) and months from the date of such termination; provided, that this employment restriction shall not apply to (i) any part-time employee, (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities any employee who as of the Company and Company Subsidiaries as date hereof has already entered into employment discussions with Parent or contacted Parent to initiate such discussions, or (iii) any employee who seeks employment with Parent on his or her own initiative, including pursuant to a generalized advertisement of employment opportunities by Parent or generalized employee searches by headhunter/search firms for Parent (in either case not focused specifically on or directed in any way at the employees or an employee of the Company). In addition, from the date hereof to the Effective Time, the Company shall, and shall cause its Representatives to, cooperate and consult with Parent Representatives may regarding transition planning and post-closing integration issues as reasonably request; providedrequested by Parent. To facilitate such cooperation and consultation, however, that the Company shall not be required make available to (such Representatives of Parent office space and secretarial or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall other administrative services as reasonably requested by Parent. The use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets information for the purpose of third parties evaluating the Merger or violate the other transactions contemplated by this Agreement that Parent or Merger Sub or any obligations of their affiliates may possess regarding the Company or any Company Subsidiary with respect to confidentiality to of its affiliates, including information provided under any third party or otherwise breach, contravene or violate any then effective Contract agreement to which Parent, Merger Sub or any of its affiliates, on the one hand, and the Company or any Company Subsidiary is of its affiliates, on the other hand, are a party, (C) result shall, if used in a competitor accordance with the terms of the Company Confidentiality Agreement, not be deemed a breach of any non-competition, non-disclosure or any Company Subsidiary receiving information that is competitively sensitive non-use agreement or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold restrictive agreement between the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)with respect thereto.

Access to Information; Confidentiality. (a) From the date of hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, and subject to the Effective Timecompliance with applicable Law and this Section 6.2(a), the Company shall, and the Seller shall cause each the Company Subsidiary to (x) give Purchaser and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) its Representatives reasonable access during normal regular business hours to the properties, books and records of the Company and its Subsidiaries at the reasonable, prior request of Purchaser in connection with the transactions contemplated hereby; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities operations of the Company and its Subsidiaries, (y) provide Purchaser reasonable access to, and make the Company Subsidiaries Company’s employees reasonably available for any and to the booksall joint calls reasonably requested by Purchaser with, contracts any and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities all of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations customers of the Company or any of its Subsidiaries identified in Section 6.2(a) of the Purchaser Disclosure Letter to the extent reasonably related to Purchaser’s diligence in connection with the transactions contemplated by this Agreement and (z) provide to Purchaser, at Purchaser’s sole expense, reasonable cooperation requested by Purchaser to obtain all consents, notices, waivers or novations under any Company Subsidiary Contract required in connection with the consummation of the transactions contemplated by this Agreement. All contacts with any Table of Contents employee of the Company with respect to continuing employment and any compensation- and benefit-related matters must be requested in writing by Purchaser and must first be approved by and coordinated through the Chief Executive Officer of the Company (or his designee(s)) and shall be conducted in a manner so as not to unreasonably interfere with their responsibilities, and all other contacts with employees must be coordinated with the Seller. In no event shall the Company be obligated to provide: (i) such access or information if the Company determines, in its reasonable judgment, that doing so may (A) violate applicable Law, an Order, a Contract or any other obligation of confidentiality or any other obligation owing to a third Person; (B) jeopardize the protection of the attorney-client privilege or any third party other privilege or otherwise breach, contravene immunity; or violate any then effective Contract to which (C) expose the Company or any Company Subsidiary is partyof its Subsidiaries to risk of liability for disclosure of sensitive, confidential or personal information; or (Cii) result in a competitor any portion of the Company any Tax Return (or supporting work papers or documents related thereto) of, or with respect to, Holdings LLC or any Company Subsidiary receiving information that is competitively sensitive or of its Affiliates (D) breach, contravene or violate other than any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees Tax Return solely and directly related to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilitiesof its Subsidiaries). In addition, including related costs and expenses, resulting from the action of date hereof and prior to the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, the Company may designate any Parent Representative or any competitively sensitive information provided to such Parent Representatives Purchaser or its Representatives, Subsidiaries or Affiliates pursuant to this Section 5.3(aAgreement as “outside counsel only,” and such information shall be given only to the outside counsel of Purchaser and may not be shared, conveyed, summarized or otherwise disclosed in any manner with Purchaser or any of its Subsidiaries or any of their respective Representatives (other than such outside counsel), except as may be expressly agreed in writing by the Company in advance.

Access to Information; Confidentiality. (a) From During the date Interim Period, Buyer may make or cause to be made such review of this Agreement to the Effective TimeNon-JV Company Entities and their respective assets, the Company financial and legal condition as Buyer deems reasonably necessary or advisable. Seller shall, and shall cause each the Non-JV Company Subsidiary Entities to permit Buyer and each its authorized agents or Representatives, including its independent accountants, to have reasonable access to the properties, books and records of the Non-JV Company Entities during normal business hours to review information and documentation relative to the properties, books, Contracts and other records of the Non-JV Company Entities; provided, that such investigation shall only be upon reasonable advance notice and shall not unreasonably disrupt personnel and operations of the Company Entities and shall be at Buyer’s sole cost and expense; provided, further, that none of Buyer, its Affiliates or their respective directorsRepresentatives, officersshall conduct any subsurface investigation or testing of any environmental media. All requests for access to the offices, properties, books and records of the Non-JV Company Entities shall be made to such Representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that none of Buyer, its Affiliates or their respective Representatives shall, prior to the Closing Date, contact any of the employees, accountantscustomers, consultantssuppliers, legal counseldistributors, advisorscontractors, lenders, agents or parties (or Representatives of any of the foregoing) that have business relationships with the Non-JV 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 means of communication, without the prior written consent of Seller, which shall not be unreasonably withheld or delayed (other than the required filings specified in Section 3.5). Any access to the offices, properties, books and other representatives, (collectively, “records of the Non-JV Company Representatives”) toEntities shall be subject to the following additional limitations: (i) provide to ParentBuyer, Merger Sub and Merger LLC its Affiliates, and their respective directorsRepresentatives, officersas applicable, employeesshall give Seller 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 Non-JV Company Entities, accountantsand a Representative of Seller shall have the right to be present when Buyer, consultantsits Affiliates or their respective Representatives conducts its or their investigations on such property; (ii) none of Buyer, legal counsel, advisors, agents and other representatives (collectively, its Affiliates or their respective Representatives shall damage the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities property of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company Entities or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a).portion thereof; and

Access to Information; Confidentiality. (a) From Between the date of this Agreement and the Closing Date, from 7:00 a.m. until 10:00 p.m. each and every day of the week, Seller will afford to the Effective Time, the Company shall, officers and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, designated agents and other representatives, (collectively, “Company Representatives”) to: representatives of Purchaser access to (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, all of the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employeessites, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts books and records thereof (including Tax Returns) of Seller and (ii) furnish promptly such additional financial and operating data and other information concerning as to the business, properties, contracts, assets business and liabilities properties of the Company and Company Subsidiaries Seller as Parent or the Parent Representatives Purchaser may from time to time reasonably request; provided, howeverincluding without limitation, that the Company shall not be required access upon reasonable request to Seller's employees (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege including its managers and executive staff at Seller's headquarters), customers (provided that Seller and Purchaser shall mutually designate customers to be contacted and the Company content of any such communications shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilegebe mutually agreed), (B) result vendors, suppliers and creditors for due diligence inquiry. The Stockholders and Seller will cooperate with Purchaser, its representatives, agents, auditors and counsel in the disclosure preparation of any trade secrets of third parties documents or violate other material which may be required in connection with this Agreement. No information or knowledge obtained in any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives investigation pursuant to this Section 5.3(a)6.1 shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the parties to consummate the Transactions, unless Purchaser, in its sole discretion, consents in writing to such modification. Purchaser will promptly notify Seller if Purchaser becomes aware that any representation or warranty of Seller or the Stockholders is untrue or inaccurate in any material respect or if Seller or the Stockholders are in breach of this Agreement. Seller and the Stockholders shall have a reasonable opportunity, not to exceed ten (10) business days, to cure any such untruth, inaccuracy or breach so long as (i) the result of such cure does not materially and adversely affect Seller's business or, in Purchaser's sole judgement, the value thereof, and (ii) such untruth, inaccuracy or breach was committed 12 innocently and unknowingly by Seller and the Stockholders. The delivery of, or the failure to deliver, any notice pursuant to this Section 6.1(a) shall not, without the express written consent of Purchaser, be deemed to (x) modify the representations or warranties hereunder of Seller or the Stockholders, (y) modify the conditions set forth in Section 7 or (z) limit or otherwise affect the remedies available hereunder to Purchaser.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of the Closing Date and the termination of this Agreement to the Effective TimeAgreement, the Company shall, Sellers shall grant Purchaser and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other its representatives (collectively, the “Parent Representatives”at Purchaser’s sole cost and expense) reasonable access access, during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice (and in the event of a facility visit request, at least two (2) Business Days prior notice), and subject to the Companyany limitations resulting from any Public Health Measures, to the officerspersonnel, employeesfacilities, properties, offices books and other facilities records of the Company and the Company Subsidiaries and Sellers related to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning Business or the business, properties, contracts, assets and liabilities Transferred Assets that are in the possession or under the control of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestSellers; provided, however, that (i) all requests for access shall be directed to xxxxxx.xxxx@xxxx-xxxxxxx.xxx (Xxxxxx Xxxx) or such other person as the Company Casa 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 Sellers, (iii) the Sellers shall not be required 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) Purchaser shall have no right to perform invasive or subsurface investigations or conduct any sampling or analysis of environmental media of the nature commonly referred to cause as a “Phase II Environmental Investigation,” such as any Company Subsidiary tosoil or groundwater testing, (v) afford such access or related activities would not cause a violation of any agreement to which the a Seller is a party, (vi) no Personal Information shall be disclosed or used other than in compliance with Data Protection Requirements and (vii) nothing herein shall require the Sellers or their representatives to furnish such to Purchaser or provide Purchaser with access to information to the extent that the Company believes that doing so would: (A) result in the loss of is subject to an attorney-client or an attorney work-product privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in legal counsel for the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect Sellers reasonably concludes may give rise to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative law issues or any information provided to such Parent Representatives violate a protective order or otherwise may not be disclosed pursuant to this Section 5.3(a)applicable Law. Sellers shall instruct its executive officers and senior business managers, counsel, auditors and financing advisors to reasonably cooperate with Purchaser and its Representatives.

Access to Information; Confidentiality. (a) From the date hereof to the Closing Date or the termination of this Agreement to the Effective Timein accordance with its terms, the Company shall, and its Subsidiaries shall cause each Company Subsidiary provide Purchaser and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, Purchaser’s authorized agents and other representativesrepresentatives reasonable access, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub at reasonable times and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Companynotice, to the executive officers, employees, properties, offices offices, financial information and other facilities Contracts of the Company and the Company its Subsidiaries and in each case solely to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning extent necessary to consummate the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably requestTransactions; provided, however, that (i) such activities are conducted during regular business hours under reasonable circumstances and do not unreasonably interfere with the operations of the Company and its Subsidiaries, (ii) Purchaser and its authorized agents and representatives shall not be required to (contact or to cause any Company Subsidiary to) afford such access otherwise communicate with the employees, customers or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations suppliers of the Company or its Subsidiaries, or any other Person having a business relationship with the Company Subsidiary with respect or its Subsidiaries, unless, in each instance, approved in writing in advance by Seller, (iii) Purchaser and its authorized agents and representatives shall have no right to confidentiality to perform any third party sampling or otherwise breachtesting of soil, contravene surface water, groundwater, air, building materials, or violate other environmental media or any then effective invasive or subsurface investigations, including of the Leases, (iv) such access or related activities would not cause a violation of any Law or Contract to which the Company or its Subsidiaries is bound, (v) nothing herein shall require the Company or its Subsidiaries to furnish to Purchaser or provide Purchaser with access to information (A) that is subject to an attorney/client or an attorney work-product privilege, (B) that legal counsel for the Company 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 (including any Company Subsidiary is partyCOVID-19 Measures), (C) result that is related to the sale or divestiture process conducted by Seller or its Affiliates for the Company and its Subsidiaries vis-à-vis any Person other than Purchaser and its Affiliates, or Seller’s or its Affiliates’ (or their respective representatives’) evaluation of the business of the Company and its Subsidiaries in connection therewith, including projections, financial and other information related thereto, (D) if doing so would violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is party or is subject or provide access to any competitively sensitive information or trade secret, or (E) if Seller or any of its Affiliates (including the Company and its Subsidiaries), on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a competitor litigation and such information is reasonably pertinent thereto and (vi) such access or related activities may otherwise be limited to the extent the Company or any of its Subsidiaries reasonably determine, in light of the COVID-19 Pandemic or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of the Company or its Subsidiaries. It is further agreed that, without the prior written consent of the Company, none of Purchaser or its authorized agents or representatives shall contact any of the customers, suppliers, employees or other business relations of the Company Subsidiary receiving information that is competitively sensitive or (D) breachits Subsidiaries regarding the Transactions, contravene whether in person or violate by telephone, mail or other means of communication. When exercising their rights under this Section 7.5(a), Purchaser and Purchaser’s representatives shall use their commercially reasonable efforts to minimize any applicable Law (including disruption to the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold business of the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative its Subsidiaries. Any request for information or any information provided to such Parent Representatives access pursuant to this Section 5.3(a).7.5(a) shall be submitted to representatives of Xxxxxxx Xxxxx & Co.

Access to Information; Confidentiality. The Selling Parties shall afford to Buyer reasonable access, during normal business hours during the period prior to the Closing Date, to the Business' properties, books, contracts, licenses, commitments, personnel and operating and other records and, during such period, the Selling Parties shall furnish promptly to Buyer all information concerning the Business as Buyer may reasonably request with regard to the Business and the Acquired Assets. Each party shall treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated hereby (a) From whether obtained before or after the date of this Agreement Agreement), and, in the event the transactions contemplated hereby shall not be consummated, each party will return to the Effective Timeother party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third person (other than to the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employeescounsel, accountants, consultants, legal counsel, financial advisors, agents engineers, or the lenders of any party). Prior to the Closing, Buyer shall not use any confidential information in any manner whatsoever except solely for the purpose of evaluating the proposed purchase and sale of the Acquired Assets, or the negotiation or enforcement of this Agreement or any agreement contemplated hereby. The obligation of each party to treat such documents, materials and other representatives, (collectively, “Company Representatives”) to: information in confidence shall not apply to any information that (i) provide is or becomes lawfully available to Parentsuch party from a source other than the furnishing party, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in provided that such a manner as confidential information is not to interfere unreasonably with the operation of any business conducted known by the Company receiving party to be subject to another confidentiality agreement with or any Company Subsidiaryother obligation of secrecy to the furnishing party, upon reasonable advance (ii) is or becomes generally available to the public other than as a result of disclosure by such receiving party or its agents, or (iii) is required to be disclosed under applicable law or judicial process, but only to the extent it must be disclosed, and after notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is furnishing party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a).

Access to Information; Confidentiality. (a) From During the date of this Agreement Pre-Closing Period, and upon reasonable notice and subject to the Effective Timerestrictions contained in confidentiality agreements to which such Party is subject, the Company and F-Star each shall, and shall use commercially reasonable efforts to cause such Party’s Representatives to, afford to the Representatives of the other, reasonable access, during the Pre-Closing Period, to all its properties, books, contracts, commitments and records (including Tax records) and, during such period, Company and F-Star each Company Subsidiary will furnish promptly to the other all information concerning its business, properties and personnel as such other Party may reasonably request, and each of their respective directorswill make available to the other the appropriate individuals (including attorneys, officers, employees, accountants, consultants, legal counsel, advisors, agents accountants and other representativesprofessionals) for discussion of the other’s business, properties and personnel as either Party may reasonably request; provided, that, in each case, such access may be subject to such reasonable restrictions as Company or F-Star, as applicable, reasonably determines, in light of the coronavirus (collectively, COVID-19) pandemic (taking into account any “shelter-in-place” or similar order issued by a Governmental Body). Any investigation conducted by Company Representatives”) to: (i) provide or F-Star pursuant to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours this Section 6.3 shall be conducted in such a manner as not to interfere unreasonably with the operation conduct of any the business conducted by of the Company or any Company Subsidiaryother Party. Each Party will keep such information confidential in accordance with the terms of the currently effective confidentiality agreement (the “Confidentiality Agreement”) between F-Star and Company, upon reasonable advance notice which agreements the parties agree will continue in full force following the date of this Agreement. Notwithstanding anything herein to the Companycontrary in this Section 6.3, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such no access or furnish such information examination contemplated by this Section 6.3 shall be permitted to the extent that it would require any Party or its Subsidiaries to waive the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client attorney work product privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law Legal Requirement; provided, that such Party or its Subsidiary: (including i) shall be entitled to withhold only such information that may not be provided without causing such violation or waiver; (ii) shall provide to the HSR Act other Party all related information that may be provided without causing such violation or any other antitrust or competition Law). Parent agrees waiver (including, to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilitiesextent permitted, including related costs and expenses, resulting from the action redacted versions of any Parent Representative such information); and (iii) shall enter into such effective and appropriate joint-defense agreements or any other protective arrangements as may be reasonably requested by the other Party in order that all such information may be provided to the other Party without causing such Parent Representatives pursuant to this Section 5.3(a)violation or waiver.

Access to Information; Confidentiality. (a) From the date of this Agreement to hereof until the Effective TimeClosing Date, the Company shall, shall provide Buyer and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) its Representatives with reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice to the Company, to the officers, employeesoffices, properties, offices books and other facilities records of the Company and the Company Subsidiaries and of Seller and its Subsidiaries (to the booksextent relating to the Company Business or the Restructuring), contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities continued access to a “frozen” version of the electronic data room maintained by Seller and its Subsidiaries in connection with the transactions contemplated hereby; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access shall be directed to Seller or such other Person as the Company and Company Subsidiaries as Parent or may designate in writing from time to time. Notwithstanding anything to the Parent Representatives may reasonably request; providedcontrary in this Agreement, however, that the Company shall not be required to (or to cause disclose any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: Buyer if such disclosure would be reasonably likely to (Aa) result in the loss of jeopardize any attorney-client privilege (provided that or other legal privilege, so long as the Company shall use its have made all reasonable efforts to allow for take any action (such access as entering into a joint defense agreement or disclosure in a manner that does not result in a other arrangement to avoid loss of the attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality such information as is necessary to any third party or otherwise breachpermit disclosure to Buyer and its Representatives, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (Db) breach, contravene or violate any applicable Law Laws (including the HSR Act Antitrust Laws) or binding agreement entered into prior to the date hereof, so long as, with respect to any other antitrust or competition Law). Parent agrees to indemnify and hold binding agreements, the Company shall have made all reasonable efforts to obtain a waiver regarding the disclosure to Buyer and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting its Representatives from the action third party to whom the confidentiality obligation is owed. Neither the Company nor Seller make any representation or warranty as to the accuracy of any Parent Representative or any information (if any) provided to such Parent Representatives pursuant to this Section 5.3(a)6.4, and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article III and Article IV. The information provided pursuant to this Section 6.4 will be used solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Information; Confidentiality. (a) From the date hereof until the Closing Date or earlier termination of this Agreement to the Effective TimeAgreement, Sellers will provide Buyer, the Company shall, and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC Lenders and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) Representatives with reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities operations of the Company Business and the Company Subsidiaries their senior management personnel, and to the books, contracts such books and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries Business as Parent or the Parent Representatives Buyer may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary toi) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure will be given in a manner that does not result in a loss significantly interfere with the operations, activities, employees and employee relations of the Business, (ii) such access and disclosure would not violate the terms of any agreement to which the Acquired Companies or Sellers are bound or any applicable Law, (iii) such access and disclosure would not jeopardize any attorney-client or other privilege), (iv) such access and disclosure is in compliance with the procedures set forth in the Confidentiality Agreements, (v) the Acquired Companies and Sellers shall not be required to provide any individually identifiable health related or other personal information except in compliance with applicable Law, (vi) all arrangements for access are made in advance solely through the Company’s Chief Executive Officer or Chief Financial Officer or through X.X. Xxxxxxx, L.P., and (vii) Seller has not delivered written notice to Buyer asserting a material breach of this Agreement by Buyer. Prior to the Closing, Buyer and Buyer’s Representatives will (and Buyer shall cause Lender and Lender’s Representatives to) contact and communicate with (A) the employees (other than the Company’s Chief Executive Officer and Chief Financial Officer) and contractors of the Business in connection with the transactions contemplated hereby only with the prior consent of Sellers (which may be given by the Company’s Chief Executive Officer or Chief Financial Officer) or X.X. Xxxxxxx, L.P. and (B) result the customers, suppliers, regulators and other business relations of the Business in connection with the transactions contemplated hereby only with the prior written consent of Sellers (which may be given by the Company’s Chief Executive Officer or Chief Financial Officer) or X.X. Xxxxxxx, L.P.; provided further, that Sellers shall have the right to have a Representative present during any such contact in the disclosure event that it consents to such contact. Sellers and the Acquired Companies do not make any representation or warranty as to the accuracy of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, information (Cif any) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a6.2(a), and Buyer may not rely on the accuracy of any such information, in each case other than as expressly set forth in the representations and warranties contained in Article III and Article IV. Notwithstanding anything herein to the contrary, the Sellers shall use reasonable best efforts to provide access to the Business Employees to the extent such access is related to the Financing, and shall use commercially reasonable efforts to provide access to the Business Employees for purposes not related to the Financing to the extent that such access does not unreasonably interfere with the operation of the Business.

Access to Information; Confidentiality. (a) From the date of this Agreement hereof to the Effective TimeClosing and in compliance with applicable Laws, the Company shall, and shall cause each Company Subsidiary and each of their respective directorsthe Subsidiaries to, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to afford Representatives of Parent, Merger Sub and Merger LLC and their respective directorscontinued access to the 60 electronic data room and, officersfollowing notice from Parent to the Company in accordance with this Section 7.03, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access (though accompanied at all times by a Representative of the Company) during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities facilities, books and records of the Company and each Subsidiary, and such other financial, operating and other data and information as Parent may reasonably request. Notwithstanding the Company Subsidiaries and foregoing, neither Parent nor any of its Representatives shall (i) contact or have any discussions with any of the Company’s Representatives (other than any Designated Executive or any attorneys at Xxxxxx & Xxxxxxx or any other law firm retained by the Company) with respect to the booksCompany, contracts and records thereof (including Tax Returns) and any Company Property or the Contemplated Transactions, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (ii) furnish promptly such information concerning with respect to the businessCompany, propertiesany Company Property or the Contemplated Transactions, contracts, assets and liabilities contact or have any discussions with (x) any of the Company and Company Subsidiaries as Parent landlords/sublandlords, tenants/subtenants, licensees or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (franchisees or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations ground lessors of the Company or any Company Subsidiary with respect (y) other than pursuant to confidentiality and subject to limitations in Section 7.05(d), any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor holders of Indebtedness of the Company or any Company Subsidiary receiving information that is competitively sensitive (or any master or special servicer for same), including, without limitation, any holder of any B Note, or (Dz) breachother than in consultation with the Company, contravene including at least two (2) Business Days’ advance notice to the Company and providing the Company a reasonable opportunity to participate in any such contact or violate communication, any applicable Law holders of Company Preferred Shares (in their capacity as such), unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (iii) communicate with officials or representatives of any Governmental Authority regarding any specific Company Property, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, as to the nature and level of such communications with specific officials or representatives, (iv) damage any property or any portion thereof or making invasive testing, (v) except as requested by any lender or prospective lender with respect to any Company Property or otherwise in connection with obtaining indebtedness with respect to any Company Property or the Company, and then only upon at least two (2) Business Days’ advance notice to the Company and providing the Company a reasonable opportunity to participate in any such inspection or investigation and after entering into an access agreement in the form set forth in Section 7.03 of the Company Disclosure Schedule, perform any onsite appraisal, inspection, procedure or investigation (including any engineering or onsite environmental investigation or study), but subject to the HSR Act limitations in the preceding subclause (iv), or (vi) except as requested by Parent or any other antitrust Equity Source (defined below), and then only upon the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or competition Lawdelayed) and after entering into or, if to be conducted by an Equity Source, causing such Equity Source to enter into, an access agreement in the form set forth in Section 7.03 of the Company Disclosure Schedule, perform any onsite appraisal, inspection, procedure or investigation (including any engineering or onsite environmental investigation or study), but subject to the limitations in the preceding subclause (iv). Parent agrees to indemnify shall schedule and hold coordinate all inspections with the Company and shall give the Company at least two (2) Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its Representatives intend to conduct. The Company shall be entitled to have Representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any of its Subsidiaries harmless from shall be required to provide access to or to disclose information where such access 61 or disclosure would jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any and all claims and liabilitiesLaw, including related costs and expenses, resulting from lease or binding agreement entered into prior to the action date of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)Agreement.

Access to Information; Confidentiality. (a) From During the date of this Agreement Interim Period, subject to the Effective Timeapplicable Law, the Company shallCol-Care Group shall afford to CGGC, and shall cause each Company Subsidiary and each of their respective directorsto CGGC’s Representatives, officersreasonable access, employees, accountants, consultants, legal counsel, advisors, agents and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours and upon reasonable prior notice to Col-Care, to all of the Col-Care Group’s properties, personnel, Contracts, books and records as CGGC may from time to time reasonably request. Notwithstanding any of the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the operation business or operations of the Col-Care Group or otherwise result in any business conducted significant interference with the prompt and timely discharge by their employees or other Representatives of their normal duties. The Parties acknowledge that all information provided by or on behalf of the Company Col-Care Group or any Company Subsidiaryof their Representatives in connection with this Agreement to CGGC or any of its Representatives shall be “Confidential Information” under the Confidentiality and Non-Disclosure Agreement, upon reasonable advance notice to by and between CGGC and Col-Care, dated as of October 1, 2018 (the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege“Confidentiality Agreement”), (B) result which Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the disclosure Effective Time and shall thereafter be terminated and of any trade secrets of third parties or violate any obligations of no further force and effect. Subject to Section 9.14, CGGC shall indemnify the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breachCol-Care Group and their Affiliates and Representatives from, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company Col-Care Group and Company Subsidiaries their Affiliates and Representatives harmless from against, any and all claims and claims, losses, liabilities, including related costs damages, judgments, inquiries, fines and reasonable fees, costs, expenses, including attorneys’ fees and disbursements, and the cost of enforcing this indemnity arising out of or resulting from any breach of the action of any Parent Representative or any information Confidentiality Agreement provided to such Parent Representatives pursuant to this Section 5.3(a)6.01.

Access to Information; Confidentiality. Subject to Section 10.14: (ai) From the date of this Agreement to the Effective Time, the Company shall, shall afford to Purchaser and shall cause each Company Subsidiary and each of their respective directors, officers, employees, its accountants, consultants, legal counsel, advisors, agents financial advisors and other representatives, (collectivelyreasonable access, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice throughout the period prior to the Closing, to the Company’s properties and facilities (including all owned or leased real property and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of the Company’s or their respective independent public accountants, internal audit reports, and “management letters” from such accountants with respect to the officersCompany’s systems of internal control; provided that the Company shall not be obligated to afford access to any books, employeesrecords, properties, offices and other facilities data or information in the possession of the Company Company’s independent public accountants unless and the Company Subsidiaries until Purchaser has executed a confidentiality and hold harmless agreement related thereto in a form acceptable to the booksCompany’s independent public accountants), contracts Contracts and records thereof (including Tax Returns) and (ii) of the Company, during such period, shall furnish promptly such information concerning the businessbusinesses, properties, contracts, assets properties and liabilities personnel of the Company and Company Subsidiaries as Parent or the Parent Representatives may Purchaser shall reasonably request; provided, however, that such investigation shall not unreasonably disrupt the Company’s operations; and (ii) prior to the Closing, the Company shall not be required generally keep Purchaser reasonably informed as to (or to cause any Company Subsidiary to) afford such access or furnish such information to all material matters outside the extent that Ordinary Course of Business involving the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations operations and businesses of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to of which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law)has Knowledge. Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any Any information provided to such Parent Representatives or otherwise obtained pursuant to this Section 5.3(a6.1 shall constitute Proprietary Information (as defined in the Nondisclosure Agreement) and (without limiting Euronext’s obligations under the Nondisclosure Agreement) Purchaser shall be subject to the same restrictions and Liabilities with respect to such information as Euronext is with respect to Proprietary Information pursuant to the Nondisclosure Agreement. No information provided to or obtained by Purchaser pursuant to this Section 6.1 shall limit or otherwise affect the remedies available hereunder to Purchaser (including Purchaser’s right to seek indemnification pursuant to Article VIII), or the representations or warranties of, or the conditions to the obligations of, the parties hereto.

Access to Information; Confidentiality. (a) From Subject to applicable Law and any applicable Judgment, between the date of this Agreement and the earlier of the Closing and the valid termination of this Agreement pursuant to the Effective TimeSection 9.01, upon reasonable notice, the Company Seller shall, and shall cause each Company Subsidiary the other members of the Seller Group to, afford to the Purchaser and each of their respective its Representatives reasonable access during normal business hours to the properties, Records, directors, officers, employees, accountants, consultants, legal counsel, advisors, agents counsel and other representativesRepresentatives of the Transferred Entities as the Purchaser may reasonably request, (collectively, “Company Representatives”) to: in each case for the primary purposes of transition and integration planning and confirming compliance with the terms of this Agreement and the satisfaction of closing conditions hereunder; provided that (i) provide to Parent, Merger Sub the Purchaser and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Company, to the officers, employees, properties, offices and other facilities conduct of the Company Business and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and Retained Businesses; (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities no member of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company Seller Group shall not be required obligated to (or to cause any Company Subsidiary to) afford provide such access or furnish such information to if the extent that the Company believes Seller determines, in its reasonable judgment, that doing so would: (A) could result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access protectable interests in trade secrets or disclosure in a manner that does not result in a loss of attorney-client privilege)competitively sensitive information of the Seller Group to third parties, (B) result in the disclosure would (upon advice of any trade secrets counsel) violate applicable Law, an applicable Judgment or a Contract or obligation of confidentiality owing to a third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor would (upon advice of counsel) jeopardize the Company protection of an attorney-client privilege, attorney work product protection or any Company Subsidiary receiving information that is competitively sensitive other similar legal privilege or (D) breach, contravene would reasonably be prohibited by or violate any applicable Law (including the HSR Act inadvisable due to COVID-19 or any other antitrust COVID-19 Measures; and (iii) the Purchaser shall have no right to conduct any intrusive, invasive or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action subsurface investigation or sampling of any Parent Representative environmental media or building materials at any Real Property. In any such event, at the Purchaser’s reasonable request, the parties shall use their commercially reasonable efforts to develop an arrangement to provide such access and communicate, to the extent feasible, the applicable information provided to or a portion thereof in a manner that would not violate applicable Law, Judgment or obligation or risk waiver of such Parent Representatives privilege or protection or risk such Liability under Contract or prohibited or inadvisable action. All requests for information made pursuant to this Section 5.3(a)7.03 shall be directed to the executive officer or other Person designated by the Seller.

Access to Information; Confidentiality. (a) From Subject to compliance with applicable Laws and Orders and the date terms of this Agreement to the Effective Timeany existing Contracts, the Company each Party shall, and shall cause each Company Subsidiary and each of their its respective directorswholly-owned Subsidiaries to, officers, employees, accountants, consultants, legal counsel, advisors, agents and afford to the other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC Parties and their respective directorsRepresentatives, officersuntil the earlier of the Closing or the termination of this Agreement in accordance with its terms, employeescontinuing access to its virtual data rooms, accountantsand reasonable access, consultants, legal counsel, advisors, agents and other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, and upon reasonable advance notice to the Companynotice, to the officers, employeesits businesses, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts books and records thereof (including Tax Returns) and (ii) furnish promptly such other data and information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives a Party may reasonably request; provided, as well as to the other Party’s and its Subsidiaries’ personnel, subject, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to not interfering with the extent that ordinary conduct of its businesses. Notwithstanding the Company believes that doing so would: (A) result in foregoing, if the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure terms of any trade secrets of third parties Law, Order or violate any obligations of Contract shall limit a Party’s right to access the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)5.1, the other Party shall use its commercially reasonable efforts to (i) obtain any consents from a third party to provide such access or information or (ii) develop an alternative to providing such access or information to a Party so as to address such lack of access or information in a manner reasonably acceptable to the receiving Party. Notwithstanding anything herein to the contrary, the foregoing shall not require any disclosure that would reasonably be expected, as a result of such disclosure, to have the effect of causing the waiver of any attorney-client and work product privileges. Without limiting the generality of the provisions of the Non-Disclosure Agreement, each of the Parties acknowledges that all information provided to it under this Section 5.1, or otherwise pursuant to this Agreement or in connection with the Transaction, is subject to the Non-Disclosure Agreement, which will remain in full force and effect notwithstanding any other provision of this Agreement or any termination of this Agreement. If any provision of this Agreement otherwise conflicts or is inconsistent with any provision of the Non-Disclosure Agreement, the provisions of this Agreement will supersede those of the Non-Disclosure Agreement, but only to the extent of the conflict or inconsistency and all other provisions of the Non-Disclosure Agreement will remain in full force and effect. No investigation shall affect either Party’s representations, warranties or covenants contained herein, or limit or otherwise affect the remedies available to any Party pursuant to this Agreement.

Access to Information; Confidentiality. (a) From The Seller shall -------------------------------------- afford the date of this Agreement to the Effective Time, the Company shall, Buyer and shall cause each Company Subsidiary and each of their respective directors, its officers, employees, accountants, consultants, legal counsel, advisors, agents financial advisors and other representatives, reasonable access during normal business hours (collectivelyand in a manner so as not to interfere with the normal business operations of the Seller and its Subsidiaries) during the period prior to the Closing Date to all its properties, “Company Representatives”) to: books, contracts, commitments, personnel and records to the extent relating to the Pet Business, the Products or any of the Purchased Assets and, during such period, the Seller shall furnish promptly to the Buyer (i) provide a copy of each material report, schedule and other document to Parentthe extent relating to any of the Products, Merger Sub the Pet Business or any of the Purchased Assets filed by it during such period with any Governmental Entity, (ii) a copy of any and Merger LLC all material correspondence to or from any Governmental Entity to the extent relating to any of the Products, the Pet Business or any of the Purchased Assets, (iii) detailed monthly financial data for the Pet Business (in any event not later than twenty (20) days (or, in the case of the month ended December 31, 2001, sixty (60) days) after the close of such month) and their respective directors(iv) all other information concerning the Pet Business, the Products or any of the Purchased Assets as the Buyer may reasonably request. All information reviewed by the Buyer or its officers, employees, accountants, consultants, legal counsel, advisors, agents and financial advisors or other representatives (collectively, the “Parent Representatives”) reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted or furnished by the Company or any Company Subsidiary, upon reasonable advance notice Seller to the Company, to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries and to the books, contracts and records thereof (including Tax Returns) and (ii) furnish promptly such information concerning the business, properties, contracts, assets and liabilities of the Company and Company Subsidiaries as Parent or the Parent Representatives may reasonably request; provided, however, that the Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that the Company believes that doing so would: (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege), (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the Company or any Company Subsidiary with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives Buyer pursuant to this Section 5.3(a)6.01 shall be deemed to be Confidential Material for purposes of the Confidentiality Agreement. No investigation by the Buyer shall affect the representations and warranties of the Seller.

Access to Information; Confidentiality. Seller agrees that, during the period commencing on the date hereof and ending on the Closing Date, it will (a) From the date of this Agreement give or cause to the Effective Time, the Company shall, be given to Buyer and shall cause each Company Subsidiary and each of their respective directors, officers, employees, accountants, consultants, legal its counsel, financial advisors, agents auditors and other representatives, (collectively, “Company Representatives”) to: (i) provide to Parent, Merger Sub and Merger LLC and their respective directors, officers, employees, accountants, consultants, legal counsel, advisors, agents and other authorized representatives (collectively, the “Parent "Representatives”") reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company or any Company Subsidiary, upon reasonable advance notice to the Companyproperties, books and records of the Seller Entities relating to the officers, employees, properties, offices and other facilities of the Company and the Company Subsidiaries Business and to the booksproperties, contracts books and records thereof of the Transferred Subsidiaries, in each case to the extent that Buyer may from time to time reasonably request such access, (including Tax Returnsb) furnish or cause to be furnished to Buyer such financial and operating data and other information relating to the Business and the Business Assets as Buyer may from time to time reasonably request, and (iic) furnish promptly provide Buyer and its Representatives such information concerning access as Buyer may reasonably request to the businessrepresentatives, properties, contracts, assets officers and liabilities employees of the Company Seller Entities and Company Transferred Subsidiaries as Parent or to the Parent Representatives may reasonably requestextent they are involved in the Business; provided, however, that (w) access to the Company properties, books, records representatives, officers and employees shall only be provided during normal business hours, upon reasonable advance notice and in such manner as will not interfere with the operation of the Business, (x) Seller shall have the right to have a representative present at all times access to properties, books, records representatives, officers and employees is provided, (y) access to the properties, books, records representatives, officers and employees of B&L India shall only be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that Seller is reasonably able to provide such access, and (z) Buyer shall reimburse Seller for any extraordinary out-of-pocket expenses incurred in providing such access, data and other information. Buyer agrees that it will, and will cause its Affiliates and Representatives to, continue to treat all information so obtained from any Seller Entity and Transferred Subsidiary as "Confidential Information" under the Company believes that doing so would: Confidentiality Agreement entered into between Seller and Buyer dated June 1998 (A) result in the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client privilege"Confidentiality Agreement"), (B) result in and will continue to honor its obligations thereunder and that if requested by Seller, Buyer will cause any of its Representatives so requested to enter into a written agreement acknowledging the disclosure of any trade secrets of third parties or violate any obligations terms of the Company or any Company Subsidiary with respect Confidentiality Agreement and agreeing to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is party, (C) result in a competitor of the Company or any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including the HSR Act or any other antitrust or competition Law). Parent agrees to indemnify and hold the Company and Company Subsidiaries harmless from any and all claims and liabilities, including related costs and expenses, resulting from the action of any Parent Representative or any information provided to such Parent Representatives pursuant to this Section 5.3(a)be bound thereby.