Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) Each party shall afford to the other parties hereto, and the other parties' Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each party shall afford From the Effective Date until the Closing, the Company Group, on the one hand, and Purchaser, on the other hand, shall: (i) provide to the other parties hereto, Party (and the other parties' Party’s Representatives, ) access at reasonable access during normal business hours during the period times upon prior notice to the Effective Time or the termination of this Agreement to all its and its Subsidiaries' officers, employees, agents, properties, books, contracts, commitments, personnel offices and other facilities of such Party and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother Party such information concerning the business, scheduleproperties, registration statement contracts, assets, Liabilities, personnel and other document filed by aspects of such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel Party as the other party Party or its Representatives may reasonably request; provided, however, that either party may restrict (x) the foregoing Company Group, Purchaser, and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the other Party; and (y) nothing herein shall require the Company and Purchaser to provide access to, or to disclose any information to, the extent that other Party or any lawof its Representatives if such access or disclosure, treatyin the good faith reasonable belief of such Party, rule (A) would waive any legal privilege or regulation (B) would be in violation of applicable Laws or regulations of any Governmental Authority applicable or the provisions of any agreement to which such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by Party is a Party (taking into account the terms confidential nature of the confidentiality agreementdisclosure); provided, dated as of May 24that, 2005in each case, between Parent and the Company and Purchaser 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 it may can be amended from time to timeconveyed) in a manner without violating such privilege, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly contract or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoLaw.

Access to Information; Confidentiality. (a) Each party shall afford From the date of this Agreement until the Effective Time and subject to Applicable Law, the other parties heretoCompany shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent and its Representatives and the other parties' Representatives, Financing Parties reasonable access during normal business hours during to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and the period Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior to the disclosure of any such information or granting of any such access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with the Company or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for the disclosure of any such information by any such Financing Party in breach of the Confidentiality Agreement. Any investigation pursuant to this Section 5.03 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. Nothing contained in this Section 5.03 shall, prior to the Effective Time Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the termination Company or any of this Agreement its Subsidiaries or violate confidentiality obligations owing to all its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably requestThird Parties; provided, however, that either party may restrict the foregoing access Company shall make a good faith effort to the extent that accommodate any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between request from Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all for access or information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) 5.03 in a manner that does not result in such a waiver or information provided, made available violation (including by entering into joint defense or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretosimilar agreements with respect thereto).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Acquisition Merger Effective Time, the Company and SPAC shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel Subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel Subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor SPAC shall be required to provide access to or disclose information where the extent access or disclosure would eliminate the protection of attorney-client privilege or contravene applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such elimination or contravention), any law, treaty, rule such access shall be conducted in a manner not to materially interfere with the businesses or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms operations of the confidentiality agreementCompany or SPAC, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall holdapplicable, and shall cause its Representatives in compliance with all measures implemented by Governmental Authorities in response to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCOVID-19.

Access to Information; Confidentiality. (a) Each party shall afford to From the other parties hereto, and date hereof until the other parties' Representatives, reasonable access during normal business hours during the period prior to earlier of the Effective Time or and the termination of this Agreement pursuant to all its and its Subsidiaries' propertiesterms, books, contracts, commitments, personnel and records and, during such periodsubject to compliance with applicable Laws, each party shall furnish promptly to the others (a) a copy of each reportVAALCO or AcquireCo, scheduleas applicable, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall holdTransGlobe shall, and shall cause its Representatives to, afford to hold, all information received from the other partyand its Representatives such access as the other Party may reasonably require at all reasonable times, directly or indirectlyto its officers, in confidence in accordance employees, agents, properties, books, records and contracts, and shall furnish the other Party with all data and information as it may reasonably request; provided that the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) Party furnishing data or information provided, made available (the “Furnishing Party”) shall not be required to (or received by any party hereto pursuant to this Agreement will affect cause any of the representations Furnishing Party’s Subsidiaries to) afford such access or warranties of the parties hereto contained in this Agreement or the conditions hereunder furnish such information to the extent that the Furnishing Party believes, in its reasonable good faith judgment, that doing so would (i) result in the loss of attorney-client, work product or other privilege, (ii) result in the disclosure of any trade secrets of third parties or violate any obligations of the parties heretoFurnishing Party or any of the Furnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate any such effective Contract to which the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (iii) breach, contravene or violate any applicable Law; provided that the Furnishing Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not violate the foregoing.

Access to Information; Confidentiality. (a) Each party shall afford Except as required pursuant to the other parties hereto, and the other parties' Representatives, reasonable access during normal business hours during the period prior any confidentiality agreement or similar agreement or arrangement to the Effective Time which Parent or the termination Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to all its the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its Subsidiaries' officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, “Representatives”) access at reasonable times upon prior notice to the officers, employees, agents, properties, booksoffices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, commitmentsassets, liabilities, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy other aspects of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party it and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; providedprovided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, however, that either party may restrict the foregoing access or to the extent that any law, treaty, rule or regulation knowledge of any Governmental Authority applicable to such party requires threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its Subsidiaries outside counsel, furnishing such information would reasonably be expected to restrict access to any properties or information. Except for disclosures expressly permitted by prejudice materially the terms rights of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other such party, directly its subsidiaries, officers, directors or indirectly, affiliates in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) such Legal Proceeding or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretorelated Legal Proceeding.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and the SPAC shall afford (and shall cause their respective subsidiaries (if any) to) (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries (if any) and to the books and records and, during such period, each party shall thereof and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries (if any) as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor the SPAC shall be required to provide access to or disclose information where the extent access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene Law (including COVID-19 Measures) or (ii) require providing access that any lawsuch party reasonably determines, treatyin light of COVID-19 or COVID-19 Measures, rule or regulation would jeopardize the health and safety of any Governmental Authority applicable to employee of such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the SPAC Merger Effective Time or the earlier termination of this Agreement, the Company and SPAC shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, Party (and the other parties' Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such Party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother Party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by aspects of such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party Party and its Subsidiaries' business, properties and personnel subsidiaries as the other party Party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.08, that either party may restrict neither the foregoing Company nor SPAC shall be required to provide access to or disclose information to the extent such Party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires information, (y) jeopardize the protection of attorney-client privilege or (z) contravene applicable Law (it being agreed that the Parties shall use their commercially reasonable efforts to cause such party information to be provided in a manner that would not result in such inconsistency, conflict, jeopardy or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"contravention), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and Acquiror shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor Acquiror shall be required to provide access to or disclose information where (i) the extent access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law or (ii) such information is subject to confidentiality obligations (whether contractual, imposed by applicable Law or otherwise) (it being agreed that any law, treaty, rule the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or regulation of any Governmental Authority applicable contravention and to obtain consents or waivers to such party requires confidentiality obligations), any such party access shall be conducted in a manner not to materially interfere with the businesses or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms operations of the confidentiality agreementCompany or Acquiror, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoapplicable.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Xtribe Merger Effective Time or the earlier termination of this Agreement, the Company Signatories and WinVest shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof; provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company Signatories without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company Signatories’ obligations under Section 7.07, that either party may restrict neither the foregoing Company Signatories nor WinVest shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as z) contravene applicable Law (it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such inconsistency, conflict, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party During the Interim Period, the Company and SPAC shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, Party (and the other parties' Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such Party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother Party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by aspects of such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party Party and its Subsidiaries' business, properties and personnel subsidiaries as the other party Party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.08, that either party may restrict neither the foregoing Company nor SPAC shall be required to provide access to or disclose information to the extent such Party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires information, (y) jeopardize the protection of attorney-client privilege or (z) contravene applicable Law (it being agreed that the Parties shall use their commercially reasonable efforts to cause such party information to be provided in a manner that would not result in such inconsistency, conflict, jeopardy or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"contravention), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Merger Effective Time, each of the parties hereto shall afford (and shall cause their respective subsidiaries (if any) to): (i) provide to the other parties hereto, (and the other parties' ’ officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries (if any) and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother parties such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries (if any) as the other party parties or their respective Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties none of the parties hereto contained shall be required to provide access to or disclose information where the access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in this Agreement light of COVID-19 or COVID-19 Measures, would jeopardize the conditions hereunder to the obligations health and safety of any employee of such party (it being agreed that the parties heretoshall use their commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention).

Access to Information; Confidentiality. (a) Each party shall afford to the other parties heretoUpon reasonable notice, and the other parties' Representatives, reasonable access during normal business hours and in a manner that does not disrupt or interfere with business operations, Parent and Company shall (and shall cause each of their respective Subsidiaries to) afford to the officers, employees, accountants, counsel and other representatives of the other Party reasonable access, during the period prior to Interim Period, to: (i) the Effective Time or the termination appropriate individuals for discussion of this Agreement to all its and business (including, but not limited to, its Subsidiaries' properties, books, contracts, commitments, records, suppliers, customers and other third parties having material dealings with it), properties, personnel and records and, during such period, each party shall furnish promptly to the others pending or threatened litigation (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that such Party’s receipt of such information does not affect any lawprivilege relating to the producing Party), treaty(ii) such information relating to any circumstance that arises or event that occurs after the date hereof that is reasonably expected to be material to their business (such as their entering into a material agreement), rule or regulation of and (iii) such information relating to matters for which they are required to provide notice to the other party pursuant to Section 6.7 hereof, in each case, as the other may reasonably request. Anything above to the contrary notwithstanding, no Party shall be required to provide any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict other access to information relating to any properties or information. Except for disclosures expressly permitted by the terms Intellectual Property of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to timesuch Party that is currently in development, the "Confidentiality Agreement"), each party shall hold, subject of negotiation between such Party and shall cause its Representatives to hold, all information received from the other a third party, directly or indirectlyfor which an application for patent or trademark is being sought, in confidence in accordance with the Confidentiality Agreementprovided said application has not been published. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will 6.4 shall affect any of the representations or warranties of Parent or the parties hereto Company contained in this Agreement herein or the conditions hereunder to the obligations of Parent or the parties Company hereto.

Access to Information; Confidentiality. (a) Each party shall afford to From the other parties hereto, and the other parties' Representatives, reasonable access during normal business hours during the period prior date hereof to the Effective Time or the earlier termination of this Agreement Agreement, upon reasonable prior written notice, Quintiles and IMS Health shall each, and shall use its reasonable best efforts to all cause each of their respective Subsidiaries, officers, directors and representative to, afford to the other reasonable access during normal business hours, consistent with applicable Law, to each of its and its Subsidiaries' respective officers, employees, properties, booksoffices, contractsother facilities and books and records, commitments, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy of each reportother with all financial, schedule, registration statement operating and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws data and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may shall reasonably request; providedrequest in writing (it being agreed, however, that either party may restrict the foregoing access shall not permit the other or its respective officers, employees or representatives to conduct any environmental testing or sampling, including but not limited to facility surface and subsurface soils and water, air or building materials). Notwithstanding the extent that foregoing, any law, treaty, rule such investigation or regulation consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of any Governmental Authority applicable to such party requires such the other party or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the other party of their normal duties. Neither party nor any of its Subsidiaries shall be required to restrict provide access to or to disclose information where such access or disclosure would (i) breach any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other agreement with any third-party, directly (ii) constitute a waiver of or indirectlyjeopardize the attorney-client or other privilege held by such party or (iii) otherwise violate any applicable Law, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by including any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoAntitrust Law.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Second Merger Effective Time, the Company and Kcompany shall afford (and shall cause their respective subsidiaries (if any) to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries (if any) and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries (if any) as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor Kcompany shall be required to provide access to or disclose information where the extent access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that any lawsuch party reasonably determines, treatyin light of COVID-19 or COVID-19 Measures, rule or regulation would jeopardize the health and safety of any Governmental Authority applicable to employee of such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party shall afford to From the other parties hereto, and date hereof until the other parties' Representatives, reasonable access during normal business hours during the period prior to earlier of the Effective Time or and the termination of this Agreement pursuant to all its and its Subsidiaries' propertiesterms, books, contracts, commitments, personnel and records and, during such periodsubject to compliance with applicable Laws, each party shall furnish promptly to the others (a) a copy of each report, schedule, registration statement Newmont and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall holdGoldcorp shall, and shall cause its Representatives to, afford to hold, all information received from the other partyand its representatives such access as the other Party may reasonably require at all reasonable times, directly or indirectlyto its officers, in confidence in accordance employees, agents, properties, books, records and contracts, and shall furnish the other Party with all data and information as it may reasonably request; provided that the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) Party furnishing data or information provided, made available (the “Furnishing Party”) shall not be required to (or received by any party hereto pursuant to this Agreement will affect cause any of the representations Furnishing Party’s Subsidiaries to) afford such access or warranties of the parties hereto contained in this Agreement or the conditions hereunder furnish such information to the extent that the Furnishing Party believes, in its reasonable good faith judgment, that doing so would (A) result in the loss of attorney-client, work product or other privilege, (B) result in the disclosure of any trade secrets of third parties or violate any obligations of the parties heretoFurnishing Party or any of the Furnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate any such effective Contract to which the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (C) breach, contravene or violate any applicable Law; provided that the Furnishing Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not violate the foregoing, and provided that nothing in this section shall limit the obligations contained in Section 5.7.

Access to Information; Confidentiality. (a) Each party The Company shall, and shall cause each of its subsidiaries to, afford to the Purchasers’ Representative and to the Purchasers’ Representative’s officers, employees, accountants, counsel, financial advisors and other parties hereto, and the other parties' Representativesrepresentatives, reasonable access during normal business hours during the period prior to the Effective Time Closing (as long as such access is not unreasonably disruptive to the business of the Company or the termination of this Agreement its subsidiaries) to all its and its Subsidiaries' their respective properties, books, contracts, commitments, personnel and records and, during such period, the Company shall, and shall cause each party shall of its subsidiaries to, furnish promptly to the others Purchasers’ Representative (a) a copy of each report, schedule, registration statement and other document filed by such party it during such period pursuant to the requirements of Federal or state Japanese securities Laws laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party Purchasers’ Representative may reasonably request; provided, however, that either party may restrict withhold (i) any document or information that is subject to the foregoing terms of a confidentiality agreement with a third party, (ii) such portions of documents or information relating to output, pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by such party’s counsel, would reasonably be expected to raise antitrust concerns for such party (or any of its affiliates) or (iii) such portions of documents or information that would reasonably be expected to jeopardize any attorney-client privilege or contravene any Law or fiduciary duty (provided that each party shall in good faith seek and implement a reasonable alternative to provide Purchasers’ Representative’s counsel with access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties document or information. Except for disclosures expressly permitted by All information exchanged pursuant to this Section 6.02 shall be subject to the terms of the confidentiality agreement, agreement dated as of May 24September 29, 2005, between Parent RHJI and Mercury (the Company (as it may be amended from time to time, the "“Confidentiality Agreement"), ”) as if each applicable Purchaser was a party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance thereto with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the same obligations of the parties heretothereunder as Mercury.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Acquisition Merger Effective Time or the earlier termination of this Agreement, the Company Signatories and WinVest shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof; provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company Signatories without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company Signatories’ obligations under Section 7.07, that either party may restrict neither the foregoing Company Signatories nor WinVest shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as z) contravene applicable Law (it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such inconsistency, conflict, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and Parent shall afford (and shall cause their respective subsidiaries (if any) to): (i) provide to the other parties hereto, party (and the other parties' party’s affiliates and its and their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries (if any) and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries (if any) as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverneither the Company nor Parent shall be required to provide access to or disclose information where the access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, that either in light of COVID-19 or COVID-19 Measures, would jeopardize the health and safety of any employee of such party may restrict (in the case of each of the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent clauses (i) and the Company (as it may be amended from time to time, the "Confidentiality Agreement"ii), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of it being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Second Company Merger Effective Time or the earlier termination of this Agreement in accordance with Article XI, the Company and Parent shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 9.05, that either party may restrict neither the foregoing Company nor Parent shall be required to provide access to or disclose information to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party has been advised by legal counsel that the access or its Subsidiaries to restrict access to any properties disclosure would jeopardize the protection of attorney-client, work product or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company similar privilege or protection or contravene applicable Law (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or ABI or any of their respective Subsidiaries is a party (a) Each party which such person shall afford use commercially reasonable efforts to cause the other parties heretocounterparty to waive), and from the other parties' Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination date of this Agreement to all the Effective Time, the Company and ABI shall, and shall cause each of its Subsidiaries and its Subsidiaries' propertieseach of their respective directors, booksofficers, contractsemployees, commitmentsaccountants, personnel consultants, legal counsel, investment bankers, advisors, and records andagents and other representatives (collectively, during such period, each party shall furnish promptly “Representatives”) to the others (a) a copy of each reportprovide to the other party and its respective Representatives access at reasonable times upon reasonable prior notice to the officers, scheduleemployees, registration statement agents, properties, offices and other document filed by facilities of such party during such period pursuant and its Subsidiaries and to the requirements of Federal or state securities Laws books and records thereof and (b) consistent with its legal obligations all other subject to applicable Laws relating to the exchange of information, furnish promptly such information concerning such party the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries' business, properties and personnel Subsidiaries as the other party and its Representatives may reasonably request; providedrequest or as may be required to be disclosed, however, that either party may restrict the foregoing access summarized or included in or as an exhibit to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable Information Statement. With respect to such party requires such party or its Subsidiaries the information disclosed pursuant to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to timethis Section 6.4, the "Confidentiality Agreement"), each party parties shall holdcomply with, and shall cause its their respective Representatives to holdcomply with, all information received from of their respective obligations under that certain Mutual Nondisclosure Agreement effective as of July 18, 2005, previously executed by the other party, directly or indirectly, in confidence in accordance with Company and ABI (the “Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto”).

Access to Information; Confidentiality. (a) Each party shall afford to From the other parties hereto, and Activation Time until the other parties' Representatives, reasonable access during normal business hours during the period prior to earlier of the Effective Time or and the termination of this Agreement pursuant to all its and its Subsidiaries' propertiesterms, books, contracts, commitments, personnel and records and, during such periodsubject to compliance with applicable Laws, each party shall furnish promptly to the others (a) a copy of each reportPan American, schedule, registration statement Agnico and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall holdYamana shall, and shall cause its Representatives to, afford to hold, all information received from the other partyParties and their respective representatives such access as the other Parties may reasonably require at all reasonable times, directly or indirectlyto its officers, in confidence in accordance employees, agents, properties, books, records and contracts, and shall furnish each other Party with all data and information as it may reasonably request; provided that the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) Party furnishing data or information provided, made available (the “Furnishing Party”) shall not be required to (or received by any party hereto pursuant to this Agreement will affect cause any of the representations Furnishing Party’s Subsidiaries to) afford such access or warranties furnish such information to the extent that the Furnishing Party believes, in its reasonable good faith judgment, that doing so would (i) result in the loss of attorney-client, work product or other privilege, (ii) result in the disclosure of any trade secrets of third parties or violate any obligations of the parties hereto Furnishing Party or any of the Furnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate any such effective Contract to which the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (iii) breach, contravene or violate any applicable Law; provided that the Furnishing Party shall use its reasonable best efforts to cause such information to be provided in a manner that would not violate the foregoing, and provided that nothing in this section shall limit the obligations contained in this Agreement or the conditions hereunder to the obligations of the parties heretoSection 6.10.

Access to Information; Confidentiality. (a) Each party From the Signing Date until the Effective Time, each Company and Tastemaker shall afford (and shall cause their respective Subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) access at reasonable access during normal business hours during the period times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided, however, that either (A) each Company and Tastemaker and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the other party; and (B) nothing herein shall require any Company and Tastemaker to provide access to, or to disclose any information to, the other party may restrict or any of its Representatives if such access or disclosure, in the foregoing access to the extent that good faith reasonable belief of such party, (x) would waive any law, treaty, rule legal privilege or regulation (y) would be in violation of applicable Laws or regulations of any Governmental Authority applicable or the provisions of any agreement to which such party requires such is a party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by (taking into account the terms confidential nature of the confidentiality agreementdisclosure); provided, dated as of May 24that, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement")in each case, each party Company and Tastemaker shall holduse 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) in a manner without violating such privilege, and shall cause its Representatives to hold, all information received from the other party, directly contract or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoLaw.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with Article 10, the Company and Parent shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.07, that either party may restrict neither the foregoing Company nor Parent shall be required to provide access to or disclose information to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party has been advised by legal counsel that the access or its Subsidiaries to restrict access to any properties disclosure would jeopardize the protection of attorney-client, work product or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company similar privilege or protection or contravene applicable Law (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Company Amalgamation Effective Time, the Company and SPAC shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, Party (and the other parties' Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such Party and its Subsidiaries' properties, books, contracts, commitments, personnel Subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother Party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by aspects of such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party Party and its Subsidiaries' business, properties and personnel subsidiaries as the other party Party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor SPAC shall be (i) required to provide access to or disclose information where the extent access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that the Parties shall use their commercially reasonable efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) permitted to conduct any law, treaty, rule sampling or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms invasive testing of the confidentiality agreement, dated as environment on the property or assets of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with Party without the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoother Party’s prior written consent.

Access to Information; Confidentiality. (a) Each party During the Interim Period, the Company and BAC shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company or any Company Subsidiary without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.07, that either party may restrict neither the foregoing Company nor BAC shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as z) contravene applicable Law (it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their reasonable best efforts to cause such information to be provided in this Agreement a manner that would not result in such inconsistency, conflict, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time or the earlier termination of this Agreement, the Company and SPAC shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 8.08, that either party may restrict neither the foregoing Company nor SPAC shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as z) contravene applicable Law (it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such inconsistency, conflict, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or DFB Healthcare or any of their respective subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement until the Effective Time, the Company and DFB Healthcare shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) access at reasonable access during normal business hours during the period times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided, however, that either party may restrict (A) the foregoing DFB Healthcare and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Company; and (B) nothing herein shall require the Company to provide access to, or to disclose any information to, DFB Healthcare or any of its Representatives if such access or disclosure, in the extent that good faith reasonable belief of the Company, (x) would waive any law, treaty, rule legal privilege or regulation (y) would be in violation of applicable laws or regulations of any Governmental Authority applicable or the provisions of any agreement to such which the Company is a party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by (taking into account the terms confidential nature of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"disclosure), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each party Subject to applicable Law and without limitation of the parties’ obligations under the Non-Disclosure Agreement, from the date of this Agreement until the Effective Time, the Company and SPAC shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, key employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor the SPAC Parties shall be required to provide access to or disclose information where the extent access or disclosure would jeopardize the protection of attorney-client privilege, violate a contract to which such person is party, contravene applicable Law (it being agreed that any law, treaty, rule the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"contravention), each party shall holdor involve invasive environmental sampling, and shall cause its Representatives to holdtesting, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretodrilling.

Access to Information; Confidentiality. (a) Each party During the Interim Period, the Company and Apex shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel, Taxes and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided, howeverincluding in connection with any Tax disclosure in any statement, that either party may restrict filing, notice or application relating to the foregoing Intended Tax-Free Treatment. Notwithstanding the foregoing, neither the Company nor Apex shall be required to provide access to or disclose information where the extent access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained shall use their reasonable best efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party shall afford to Between the other parties hereto, Execution Date and the Closing Date and upon reasonable notice, each Party shall (and shall cause its Consolidated Group to) afford the officers, employees, counsel, accountants and other parties' Representativesauthorized representatives and advisors of the requesting Party reasonable access, reasonable access during normal business hours during the period prior hours, to the Effective Time or the termination of this Agreement to all its such disclosing Party’s and its Subsidiaries' Consolidated Group’s properties, books, contracts, commitments, personnel contracts and records and, during as well as to its management personnel; provided that such period, each party access shall furnish promptly be provided on a basis that minimizes the disruption to the others (a) a copy operations of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party disclosing Party and its Subsidiaries' business, properties and personnel as the other party may reasonably requestConsolidated Group; provided, howeverfurther, that either party may restrict the foregoing access requesting Party shall not (i) contact clients, customers or suppliers of the disclosing Party (or its Consolidated Group) with respect to the extent that any lawtransactions contemplated hereby without the prior written consent of the disclosing Party (which consent shall not be unreasonably withheld, treaty, rule conditioned or regulation delayed) or (ii) perform invasive or subsurface investigations of the real property owned by the disclosing Party or its Subsidiaries. The disclosing Party shall have a right to have a representative present at all times of any Governmental Authority applicable to such party requires such party inspections, interviews and examinations conducted at or in the offices or other facilities or properties of the disclosing Party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoSubsidiaries.

Access to Information; Confidentiality. (a) Each party During the Interim Period, the Company and PC3 shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.06, that either party may restrict neither the foregoing Company nor PC3 shall be required to provide access to or disclose information to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires has been advised by legal counsel that the access or disclosure would (x) jeopardize the protection of attorney-client privilege or (y) contravene applicable Law (it being agreed that the parties shall use their respective commercially reasonable efforts to cause such party information to be provided in a manner that would not result in such inconsistency, conflict, jeopardy or its Subsidiaries to restrict access to contravention). For the avoidance of doubt, no provision of this Section 7.03(a) shall require any properties or information. Except for disclosures expressly permitted expenditure of funds by the terms Company unless funding of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, such expenditure is made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoadvance.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Umbrella Merger Effective Time or the earlier termination of this Agreement in accordance with Article XII, the Companies and SPAC shall afford (and shall cause their respective Subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, Parties (and the other parties' Parties’ officers, directors, employees, accountants, consultants, financial advisors, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such Party and its Subsidiaries' properties, books, contracts, commitments, personnel Subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother Parties such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by aspects of such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party Party and its Subsidiaries' business, properties and personnel Subsidiaries as the other party Parties or their respective Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Companies’ obligations under this Section 10.03, that either party may restrict neither the foregoing Companies nor SPAC shall be required to provide access to or disclose information to the extent such Party has been advised by legal counsel that any lawthe access or disclosure would jeopardize the protection of attorney-client, treaty, rule work product or regulation of any Governmental Authority similar privilege or protection or contravene applicable Law (it being agreed that the Parties shall use their commercially reasonable efforts to cause such party requires information to be provided in a manner that would not result in such party jeopardy or its Subsidiaries to restrict access to any properties or informationcontravention). Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.158

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with Article IX, the Company and Parent shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives, ”)) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination of this Agreement to all its and its Subsidiaries' officers, employees, agents, properties, books, contracts, commitments, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy of each report, schedule, registration statement offices and other document filed by such party during such period pursuant to the requirements facilities of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties subsidiaries and personnel as to the other party may reasonably requestbooks and records thereof; provided, however, that either such access shall not unreasonably interfere with the business and operations of the Company or Parent and neither the Company nor Parent shall be required to permit the other to conduct any Phase I or Phase II environmental site assessments or any other environmental sampling or analysis; and (ii) furnish promptly to the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries as the other party or its Representatives may restrict reasonably request. Notwithstanding the foregoing foregoing, but without limiting the Company’s obligations under Section 7.08, neither the Company nor Parent shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to (z) contravene applicable Law, including any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company COVID-19 Measures (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such violation, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party shall afford to From the other parties hereto, and the other parties' Representatives, reasonable access during normal business hours during the period prior date hereof to the Effective Time or the earlier valid termination of this Agreement to all Agreement, upon reasonable prior written notice from a Party or its Representatives, the other Party and its Subsidiaries' propertiessubsidiaries shall, booksand shall use their respective reasonable best efforts to cause their respective officers, contractsdirectors and employees to, commitmentsafford such Party and its Representatives reasonable access, personnel consistent with applicable Law, during normal business hours to such other Party’s and its subsidiaries’ officers, employees, assets, reports, correspondence and books and records andand to furnish any other documents and information reasonably requested by such Party or its Representatives. Notwithstanding the foregoing, during any such periodinvestigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the Company or its subsidiaries or Parent or its subsidiaries (as applicable) or otherwise result in any significant interference with the prompt and timely discharge by such officers, each party employees and other authorized Representatives of their normal duties and shall furnish promptly not include any environmental sampling or testing. No Party nor any of its subsidiaries shall be required to provide access or to disclose information where such access or disclosure would jeopardize any attorney-client privilege of such Person, or contravene any applicable Law, rule, regulation, order, judgment, decree or binding agreement entered into prior to the others date of this Agreement; provided that such Party shall use its reasonable best efforts (ai) to allow for such access or disclosure in a copy manner that does not result in a loss of each report, schedule, registration statement and other document filed by attorney-client privilege or (ii) to develop an alternative to providing such party during information so as to address such period pursuant matters that is reasonably acceptable to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCompany.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and Kensington shall afford (and shall cause their respective subsidiaries (if any) to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries (if any) and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries (if any) as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor Kensington shall be required to provide access to or disclose information where the extent access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that any lawsuch party reasonably determines, treatyin light of COVID-19 or COVID-19 Measures, rule or regulation would jeopardize the health and safety of any Governmental Authority applicable to employee of such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party During the Interim Period, the Company and SPAC shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company or any Company Subsidiary without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.07, that either party may restrict neither the foregoing Company nor SPAC shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as z) contravene applicable Law (it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such inconsistency, conflict, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time or the earlier termination of this Agreement, the Company and InterPrivate shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.08, that either party may restrict neither the foregoing Company nor InterPrivate shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as z) contravene applicable Law (it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such inconsistency, conflict, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with Article IX, the Company and Parent shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during thereof; provided that such period, each party access shall not unreasonably interfere with the business and operations of the Company or Parent and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement Contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.08, that either party may restrict neither the foregoing Company nor Parent shall be required to provide access to or disclose information to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party has been advised by legal counsel that the access or its Subsidiaries to restrict access to disclosure would (x) jeopardize the protection of attorney-client, work product or similar privilege or protection or (y) contravene applicable Law, including any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company COVID-19 Measures (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or any of the Company's Subsidiaries is a party shall afford or pursuant to applicable Law, from the other parties hereto, and the other parties' Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination date of this Agreement to all the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (1) provide Parent (and its Subsidiaries' Subsidiaries and their respective officers, directors, employees, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives (collectively, "REPRESENTATIVES")) access at reasonable times upon prior notice to the officers, employees, agents, properties, booksoffices and other facilities of it and its Subsidiaries and to the books and records thereof and (2) furnish promptly such information concerning the business, properties, contracts, commitmentsassets, liabilities, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy other aspects of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party it and its Subsidiaries' business, properties and personnel Subsidiaries as the other party Parent or its Representatives may reasonably request; providedprovided that the Company shall not be required to furnish any information about any Legal Proceeding that is pending, however, that either party may restrict the foregoing access or to the extent that any law, treaty, rule or regulation Knowledge of any Governmental Authority applicable to such party requires threatened, against such party or any Subsidiary or property or asset of such Subsidiary if in the reasonable judgment of such party after consulting with its Subsidiaries outside counsel, furnishing such information would reasonably be expected to restrict access to any properties or information. Except for disclosures expressly permitted by prejudice materially the terms rights of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other such party, directly its Subsidiaries, officers, directors or indirectly, Affiliates to assert an attorney-client privilege with respect thereto in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) such Legal Proceeding or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretorelated Legal Proceeding.

Access to Information; Confidentiality. (a) Each party From the date hereof until the Company Merger Effective Time, the Company and SPAC shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access, reasonable access during normal business hours during the period and upon reasonable prior notice, to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel Subsidiaries and to the books and records andthereof, during such period, each party shall including with respect to proposed acquisitions that are permitted to be consummated pursuant to Section 6.01(b)(viii) (other than any of the foregoing that relate to the negotiation and execution of the Transaction Documents); and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel Subsidiaries as the other party or its Representatives may reasonably request; provided, however, that either party may restrict in the case of each of the foregoing clauses (i) and (ii), solely for the purpose of facilitating the consummation of the Transactions. Notwithstanding the foregoing, (A) neither the Company nor SPAC shall be required to provide access to or disclose information where the extent access or disclosure could jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege or contravene applicable Law or Governmental Order (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) and (B) any law, treaty, rule such access shall be conducted in a manner not to unreasonably interfere with the businesses or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms operations of the confidentiality agreementCompany or SPAC, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall holdapplicable, and shall cause its Representatives in compliance with all measures implemented by Governmental Authorities in response to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCOVID-19.

Access to Information; Confidentiality. (a) Each party shall afford to the other parties hereto, and the other parties' Representatives, reasonable access during normal business hours during the period prior to the Effective Time or the termination of this Agreement to all its and its Subsidiaries' properties, books, contracts, commitments, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel as the other party may reasonably request; provided, however, that either party may restrict the foregoing access to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the The Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall holdshall, and shall cause its Subsidiaries, to (i) provide to Parent and its Representatives reasonable access, at normal business hours and upon prior notice, to holdthe officers, all employees, properties, books and records of the Company and its Subsidiaries and (ii) furnish promptly such information received from concerning the other party, directly or indirectlyCompany and its Subsidiaries as Parent may reasonably request, in confidence each case in accordance with a manner so as to not unreasonably disrupt or impair the Confidentiality Agreementbusiness or operations of the Company or any of its Subsidiaries. No investigation pursuant Nothing herein shall require the Company or any of its Subsidiaries to this Section 6.02(a) provide such access or information providedto the extent the Company determines that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, made available work product doctrine or received by any party hereto pursuant similar privilege, (B) would reasonably be expected to this Agreement will affect cause competitive harm to the Company or any of its Subsidiaries if the representations Merger Transactions are not consummated, (C) specifically relates to the evaluation, deliberation or warranties minutes of the parties hereto contained in this Agreement Company Board (or the conditions hereunder any committee or subcommittee thereof) related to the obligations Merger Transactions, the strategic and financial alternatives process leading thereto, or any information or materials provided to the Company Board (or any committee or subcommittee thereof) in connection therewith or (D) would reasonably be expected to violate any applicable Law or any confidentiality obligation owing to a third party (provided that the Company shall have used commercially reasonable efforts to obtain the consent of the parties heretosuch third party to provide such information, if requested).

Access to Information; Confidentiality. (a) Each Upon reasonable notice and subject to restrictions contained in confidentiality agreements to which such party is subject, Celldex and AVANT shall, and shall cause each of their subsidiaries, officers, directors and employees to, afford to the officers, employees, accountants, counsel and other parties hereto, and Representatives of the other parties' Representativesother, reasonable access during normal business hours access, during the period prior to the Effective Time or the termination of this Agreement Time, to all its and its Subsidiaries' subsidiaries’ properties, books, contracts, commitments, personnel commitments and records and, during such period, Celldex and AVANT each party shall furnish promptly to the others (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party its and its Subsidiaries' subsidiaries’ business, properties and personnel as the such other party may reasonably request, and each shall make available to the other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the other’s business, properties and personnel as either party may reasonably request. Notwithstanding the foregoing, any such investigation or consultation shall be conducted in such a manner as not to interfere unreasonably with the business or operations of the other party or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of their normal duties. Neither AVANT nor Celldex nor any of their subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or contravene any law or, in the opinion of its counsel, jeopardize any attorney-client privilege; provided, however, that in the event that either party may restrict the foregoing relies on this sentence to withhold access or disclosure, such party shall, to the extent that any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by law and the terms protection of such attorney-client privilege, notify the other party of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any nature of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretowithheld information.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and HCIC shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request, including in connection with any Tax disclosure in any statement, filing, notice or application relating to the Intended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 8.12(c), provided that, in each case, the Company, HCIC and their respective Representatives will comply with all applicable safety rules and reasonable controls in the course of receiving such access. Notwithstanding the foregoing, neither the Company nor HCIC shall be required to provide access to or disclose information where the access or disclosure would (x) jeopardize the protection of attorney-client privilege; provided(y) the Company or HCIC, howeveras applicable, reasonably determines, in light of COVID-19, that either party may restrict such access or disclosure would jeopardize the foregoing access to the extent that health and safety of its employees; or (z) contravene applicable Law, including any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company Outbreak Measures (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectlybeing agreed, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information providedeach case, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of that the parties hereto contained shall use their reasonable best efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties hereto.contravention). 91

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Closing, the Company and Acquiror shall afford (and shall cause their respective subsidiaries (if any) to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries (if any) and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries (if any) as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor Acquiror shall be required to provide access to or disclose information where the extent access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that any lawsuch party reasonably determines, treatyin light of COVID-19 or COVID-19 Measures, rule or regulation would jeopardize the health and safety of any Governmental Authority applicable to employee of such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and Acquiror shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor Acquiror shall be required to provide access to or disclose information where (i) the extent access or disclosure would jeopardize the protection of attorney-client privilege or contravene applicable Law or (ii) such information is subject to confidentiality obligations (whether contractual, imposed by applicable Law or otherwise) (it being agreed that any law, treaty, rule the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or regulation of any Governmental Authority applicable contravention and to obtain consents or waivers to such party requires confidentiality obligations), any such party access shall be conducted in a manner not to materially interfere with the businesses or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms operations of the confidentiality agreementCompany or Acquiror, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall holdapplicable, and shall cause its Representatives in compliance with all measures implemented by Governmental Authorities in response to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCOVID-19.

Access to Information; Confidentiality. (a) Each party shall afford Except as required pursuant to the other parties hereto, and the other parties' Representatives, reasonable access during normal business hours during the period prior any confidentiality agreement or similar agreement or arrangement to the Effective Time which Parent or the termination Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement to all its the Effective Time, Parent and the Company shall (and shall cause their respective subsidiaries to): (i) provide to the other (and its Subsidiaries' officers, directors, employees, subsidiaries, accountants, consultants, legal counsel, investment bankers, advisors, agents and other representatives, collectively, "Representatives") access at reasonable times upon prior notice to the officers, employees, agents, properties, booksoffices and other facilities of it and its subsidiaries and to the books and records thereof and (ii) furnish promptly such information concerning the business, properties, contracts, commitmentsassets, liabilities, personnel and records and, during such period, each party shall furnish promptly to the others (a) a copy other aspects of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party it and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; providedprovided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, however, that either party may restrict the foregoing access or to the extent that any law, treaty, rule or regulation knowledge of any Governmental Authority applicable to such party requires threatened, against such party or any subsidiary or property or asset of such subsidiary if in the reasonable judgment of such party after consulting with its Subsidiaries outside counsel, furnishing such information would reasonably be expected to restrict access to any properties or information. Except for disclosures expressly permitted by prejudice materially the terms rights of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other such party, directly its subsidiaries, officers, directors or indirectly, affiliates in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) such Legal Proceeding or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretorelated Legal Proceeding.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Second Effective Time, the Company and Xxxxxxxx shall afford (and shall cause their respective Subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) access at reasonable access during normal business hours during the period times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided, however, that either (A) the Company and Xxxxxxxx and their respective Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the other party; and (B) nothing herein shall require the Company and Xxxxxxxx to provide access to, or to disclose any information to, the other party may restrict or any of its Representatives if such access or disclosure, in the foregoing access to the extent that good faith reasonable belief of such party, (x) would waive any law, treaty, rule legal privilege or regulation (y) would be in violation of applicable Laws or regulations of any Governmental Authority applicable or the provisions of any agreement to which such party requires such is a party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by (taking into account the terms confidential nature of the confidentiality agreementdisclosure); provided, dated as of May 24that, 2005in each case, between Parent and the Company and Xxxxxxxx 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 it may can be amended from time to timeconveyed) in a manner without violating such privilege, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly contract or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoLaw.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and Acquiror shall afford (and shall cause their respective subsidiaries (if any) to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries (if any) and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries (if any) as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor Acquiror shall be required to provide access to or disclose information where the extent access or disclosure would (i) jeopardize the protection of attorney-client privilege or contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that any lawsuch party reasonably determines, treatyin light of COVID-19 or COVID-19 Measures, rule or regulation would jeopardize the health and safety of any Governmental Authority applicable to employee of such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the Original Signing Date until the Effective Time, the Company and HCIC shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request, including in connection with any Tax disclosure in any statement, filing, notice or application relating to the Intended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 8.12(c), provided that, in each case, the Company, HCIC and their respective Representatives will comply with all applicable safety rules and reasonable controls in the course of receiving such access. Notwithstanding the foregoing, neither the Company nor HCIC shall be required to provide access to or disclose information where the access or disclosure would (x) jeopardize the protection of attorney-client privilege; provided(y) the Company or HCIC, howeveras applicable, reasonably determines, in light of COVID-19, that either party may restrict such access or disclosure would jeopardize the foregoing access to the extent that health and safety of its employees; or (z) contravene applicable Law, including any law, treaty, rule or regulation of any Governmental Authority applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company Outbreak Measures (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectlybeing agreed, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information providedeach case, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of that the parties hereto contained shall use their reasonable best efforts to cause such information to be provided in this Agreement a manner that would not result in such jeopardy or the conditions hereunder to the obligations of the parties hereto.contravention). 77

Access to Information; Confidentiality. (a) Each Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which the Company or NAC or any of their respective Subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement until the Second Effective Time, the Company and NAC shall afford (and shall cause their respective subsidiaries to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) access at reasonable access during normal business hours during the period times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided, however, that either party may restrict (A) NAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the foregoing business or operations of the Company; and (B) nothing herein shall require the Company to provide access to, or to disclose any information to, NAC or any of its Representatives if such access or disclosure, in the extent that good faith reasonable belief of the Company, (x) would waive any law, treaty, rule legal privilege or regulation (y) would be in violation of applicable laws or regulations of any Governmental Authority applicable or the provisions of any agreement to such which the Company is a party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by (taking into account the terms confidential nature of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"disclosure), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time or the earlier termination of this Agreement, the Company and GAMC shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period and upon reasonable prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' subsidiaries and to the books and records thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, books, contracts, commitments, personnel facilities or equipment of the Company or any Company Subsidiary without the prior written consent of the Company; and records and, during such period, each party shall (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, howeverbut without limiting the Company’s obligations under Section 7.07, that either party may restrict neither the foregoing Company nor GAMC shall be required to provide access to or disclose information to the extent such party has been advised by legal counsel that any law, treaty, rule the access or regulation disclosure would (x) violate its obligations of any Governmental Authority applicable confidentiality or similar legal restrictions with respect to such party requires such party information, (y) jeopardize the protection of attorney-client privilege or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as z) contravene applicable Law (it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of being agreed that the parties hereto contained shall use their commercially reasonable efforts to cause such information to be provided in this Agreement a manner that would not result in such inconsistency, conflict, jeopardy or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party From the date of this Agreement until the Effective Time, the Company and GigCapital2 shall afford (and shall cause their respective subsidiaries and instruct their respective Representatives to): (i) provide to the other parties hereto, party (and the other parties' party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives, ”) reasonable access during normal business hours during the period at reasonable times upon prior notice to the Effective Time or the termination officers, employees, agents, properties, offices and other facilities of this Agreement to all its such party and its Subsidiaries' properties, books, contracts, commitments, personnel subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother party such information concerning the business, scheduleproperties, registration statement contracts, assets, liabilities, personnel and other document filed by such party during such period pursuant to the requirements aspects of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, properties and personnel subsidiaries as the other party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict neither the foregoing Company nor GigCapital2 shall be required to provide access to or disclose information where the extent access or disclosure would violate its obligations of confidentiality or similar legal restrictions with respect to such information, jeopardize the protection of attorney-client privilege or contravene applicable Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention), inconsistent with COVID-19 Measures, or violate any law, treaty, rule law or regulation of any Governmental Authority regulations applicable to such party requires such party or its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. (a) Each party shall afford to From the other parties hereto, and date of this Agreement until the other parties' Representatives, reasonable access during normal business hours during the period prior to the StudioCo Amalgamation Effective Time or the earlier termination of this Agreement in accordance with its terms, each of LG Parent, SEAC, Studio HoldCo, StudioCo and the SEAC Entities shall (and shall cause their respective Subsidiaries to): (i) provide to all its the other Party (and the other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access at reasonable times upon prior notice to the officers, employees, agents, properties, offices and other facilities of such Party and its Subsidiaries' properties, books, contracts, commitments, personnel Subsidiaries and to the books and records and, during such period, each party shall thereof; and (ii) furnish promptly to the others (a) a copy of each reportother Party such information concerning the business, scheduleproperties, registration statement Contracts, assets, liabilities, personnel and other document filed by aspects of such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party Party and its Subsidiaries' business, properties and personnel Subsidiaries as the other party Party or its Representatives may reasonably request; provided. Notwithstanding the foregoing, however, that either party may restrict the foregoing no Party shall be required to provide access to or disclose information that is legally privileged or where the extent that access or disclosure would jeopardize the protection of attorney-client privilege or other legal privilege, contravene any law, treaty, rule fiduciary duty or regulation binding agreement entered into prior to the date of this Agreement (including any Governmental Authority applicable confidentiality agreement to such party requires such party which a Party or any of its Subsidiaries to restrict access to any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"Affiliates is a party), each party or contravene applicable Law (it being agreed that the Parties shall hold, and shall use their reasonable best efforts to cause its Representatives such information to hold, all information received from the other party, directly be provided in a manner that would not result in such jeopardy or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretocontravention).

Access to Information; Confidentiality. (a) Each party shall afford From the date of this Agreement to the other parties heretoearlier of the Effective Time and the termination of this Agreement in accordance with Article 7, the Company shall, and shall cause the Company Subsidiaries to (i) provide to Holdings, Parent, Merger Sub, the Debt Financing Sources, and the other parties' Representatives, SBLC Financing Sources and their respective Representatives reasonable access during normal business hours during in such a manner as not to interfere unreasonably with the period operation of any business conducted by the Company and the Company Subsidiaries, upon prior written notice to the Effective Time or Company, to the termination of this Agreement to all its and its Subsidiaries' officers, employees, properties, books, contracts, commitments, personnel offices and other facilities of the Company and the Company Subsidiaries and to the books and records and, thereof or (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such period, each party shall furnish promptly to the others (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to the requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' the business, properties properties, Contracts, assets and personnel liabilities of the Company and the Company Subsidiaries as the other party Parent or its Representatives may reasonably request; provided, however, that either party may restrict the foregoing Company shall not be required to (or to cause any Company Subsidiary to) afford such access or furnish such information to the extent that any lawthe Company believes that doing so would (A) result in the loss of attorney-client, treatywork product or other privilege, rule or regulation (B) result in the disclosure of any Governmental Authority applicable to such party requires such party trade secrets of third parties or its Subsidiaries to restrict access to violate any properties or information. Except for disclosures expressly permitted by the terms of the confidentiality agreement, dated as of May 24, 2005, between Parent and the Company (as it may be amended from time to time, the "Confidentiality Agreement"), each party shall hold, and shall cause its Representatives to hold, all information received from the other party, directly or indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 6.02(a) or information provided, made available or received by any party hereto pursuant to this Agreement will affect any of the representations or warranties of the parties hereto contained in this Agreement or the conditions hereunder to the obligations of the parties heretoCompany 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 a party, (C) result in a competitor of the Company or of any Company Subsidiary receiving information that is competitively sensitive or (D) breach, contravene or violate any applicable Law (including Competition Laws).