Common use of Access to Information; Confidentiality Clause in Contracts

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Acquisition Merger Effective Time and subject to Applicable LawTime, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and request. Notwithstanding the foregoing, neither the Company nor SPAC shall be required to provide access to or disclose information where the access or disclosure would eliminate the protection of attorney-client privilege or contravene applicable Law (iii) instruct its Representatives it being agreed that the parties shall use their reasonable best efforts to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior to the disclosure of any cause such information to be provided in a manner that would not result in such elimination or granting of contravention), 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 a manner as not to materially interfere unreasonably with the conduct of the business businesses or operations of the Company or SPAC, as applicable, and its Subsidiaries. Nothing contained in this Section 5.03 shall, prior compliance with all measures implemented by Governmental Authorities in response to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)COVID-19.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Xtribe Merger Effective Time and subject to Applicable Lawor the earlier termination of this Agreement, the Company shall, Signatories and WinVest shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof; provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company Signatories without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company Signatories’ obligations under Section 7.07, neither the Company Signatories nor WinVest shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and the SPAC shall (and shall cause its Subsidiaries their respective subsidiaries (if any) to, upon reasonable notice and request, ) (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records, records thereof and (ii) furnish promptly to Parent the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor the SPAC shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would (i) jeopardize the disclosure protection 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, 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 contravene Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company or health and safety of any employee of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, such party (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date hereof until the earlier of this Agreement until the Effective Time and the termination of this Agreement pursuant to its terms, subject to Applicable Lawcompliance with applicable Laws, the Company each of VAALCO or AcquireCo, as applicable, and TransGlobe shall, and shall cause its Representatives to, afford to the other and its Representatives such access as the other Party may reasonably require at all reasonable times, to its officers, 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 Party furnishing data or information (the “Furnishing Party”) shall not be required to (or to cause any of the Furnishing Party’s Subsidiaries to) afford such access or furnish such information to the extent that the Furnishing Party believes, upon in its reasonable notice and requestgood faith judgment, that doing so would (i) give to Parent and its Representatives and result in the Financing Parties reasonable access during normal business hours to its officesloss of attorney-client, properties, books and recordswork product or other privilege, (ii) furnish to Parent and its Representatives and the 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 result in its investigation, provided that prior to the disclosure of any such information trade secrets of third parties or granting of violate 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 obligations 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company Furnishing Party or any of its the Furnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate confidentiality obligations owing any such effective Contract to Third Partieswhich the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (iii) breach, contravene or violate any applicable Law; provided, however, provided that the Company Furnishing Party shall make a good faith effort use its reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)violate the foregoing.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Merger Effective Time and subject to Applicable LawTime, each of the Company shall, parties hereto shall (and shall cause its Subsidiaries their respective subsidiaries (if any) to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other parties (and the Financing Parties other parties’ officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records, records thereof; and (ii) furnish promptly to Parent the other parties such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other parties or their respective Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, none of the parties hereto shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would (i) jeopardize the disclosure protection 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, 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 contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company or health and safety of any employee of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, such party (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and Acquiror shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and request. Notwithstanding the foregoing, neither the Company nor Acquiror shall be required to provide access to or disclose information where (iiii) instruct its Representatives to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior to access or disclosure would jeopardize the disclosure protection of any attorney-client privilege or contravene applicable Law or (ii) such information is subject to confidentiality obligations (whether contractual, imposed by applicable Law or granting of otherwise) (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 to obtain consents or waivers to such confidentiality obligations), 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 a manner as not to materially interfere unreasonably with the conduct of the business businesses or operations of the Company and its Subsidiaries. Nothing contained in this Section 5.03 shallor Acquiror, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)as applicable.

Access to Information; Confidentiality. (a) From the date hereof until the earlier of this Agreement until the Effective Time and the termination of this Agreement pursuant to its terms, subject to Applicable Lawcompliance with applicable Laws, the Company each of Newmont and Goldcorp shall, and shall cause its Subsidiaries Representatives to, upon reasonable notice and request, (i) give afford to Parent the other and its Representatives and representatives such access as the Financing Parties other Party may reasonably require at all reasonable access during normal business hours times, to its officesofficers, employees, agents, properties, books books, records and recordscontracts, and shall furnish the other Party with all data and information as it may reasonably request; provided that the Party furnishing data or information (the “Furnishing Party”) shall not be required to (or to cause any of the Furnishing Party’s Subsidiaries to) afford such access or 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, (iiB) furnish to Parent and its Representatives and the 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 result in its investigation, provided that prior to the disclosure of any such information trade secrets of third parties or granting of violate 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 obligations 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company Furnishing Party or any of its the Furnishing Party’s Subsidiaries with respect to confidentiality to any third party, or otherwise breach, contravene or violate confidentiality obligations owing any such effective Contract to Third Partieswhich the Furnishing Party or any Subsidiary of the Furnishing Party is a party or (C) breach, contravene or violate any applicable Law; provided, however, provided that the Company Furnishing Party shall make a good faith effort use its reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result violate the foregoing, and provided that nothing in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)this section shall limit the obligations contained in Section 5.7.

Access to Information; Confidentiality. (a) From During the date of this Agreement until the Effective Time and subject to Applicable LawInterim Period, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other Party (and the Financing Parties other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such Party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.08, neither the Company nor SPAC shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such Party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company Parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement Effective Date until the Effective Time and subject to Applicable LawClosing, the Company shallGroup, on the one hand, and shall cause its Subsidiaries toPurchaser, upon reasonable notice and requeston the other hand, shall: (i) give provide to Parent and its Representatives the other Party (and the Financing Parties other Party’s Representatives) access at reasonable access during normal business hours times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such Party and to the books and records, records thereof; and (ii) furnish promptly to Parent the other Party such information concerning the business, properties, contracts, assets, Liabilities, personnel and other aspects of such Party as the other Party or its Representatives and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesrequest; provided, however, that (x) the Company Group, Purchaser, and their respective Representatives shall make 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 other Party or any of its Representatives if such access or disclosure, in the good faith effort reasonable belief of such Party, (A) would waive any legal privilege or (B) would be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any agreement to accommodate any request from Parent which such Party is a Party (taking into account the confidential nature of the disclosure); provided, that, in each case, the Company and its Representatives for Purchaser shall use their respective reasonable best efforts to provide such access as can be provided (or otherwise convey such information pursuant to this Section 5.03 regarding the applicable matter as can be conveyed) in a manner that does not result in without violating such a waiver privilege, contract or violation (including by entering into joint defense or similar agreements with respect thereto)Law.

Access to Information; Confidentiality. (a) From Each party shall afford to the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shallother parties hereto, and shall cause its Subsidiaries tothe other parties' Representatives, upon reasonable notice and request, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and during the 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, period prior to the Effective TimeTime or the termination of this Agreement to all its and its Subsidiaries' properties, require books, contracts, commitments, personnel and records and, during such period, each party shall furnish promptly to the Company others (a) a copy of each report, schedule, registration statement and other document filed by such party during such period pursuant to take any action that wouldthe requirements of Federal or state securities Laws and (b) consistent with its legal obligations all other information concerning such party and its Subsidiaries' business, in properties and personnel as the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesother 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 make a good faith effort to accommodate any request from Parent hold, and shall cause its Representatives for access to hold, all information received from the other party, directly or information indirectly, in confidence in accordance with the Confidentiality Agreement. No investigation pursuant to this Section 5.03 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 a manner that does not result in such a waiver this Agreement or violation (including by entering into joint defense or similar agreements with respect thereto)the conditions hereunder to the obligations of the parties hereto.

Access to Information; Confidentiality. 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 representatives, reasonable access during normal business hours during the period prior to the Closing (aas long as such access is not unreasonably disruptive to the business of the Company or its subsidiaries) From the date of this Agreement until the Effective Time to all their respective properties, books, contracts, commitments, personnel and subject to Applicable Lawrecords and, during such period, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, upon reasonable notice and requestfurnish promptly to the Purchasers’ Representative (a) a copy of each report, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its officesschedule, properties, books and records, (ii) furnish to Parent and its Representatives and the Financing Parties, such financial and operating data registration statement and other document filed by it during such period pursuant to the requirements of Japanese securities laws and (b) all other information concerning its business, properties and personnel as such Persons the Purchasers’ Representative 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesrequest; provided, however, that either party may withhold (i) any document or information that is subject to the Company 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 make a in good faith effort seek and implement a reasonable alternative to accommodate any request from Parent and its Representatives for provide Purchasers’ Representative’s counsel with access to such document or information. All information exchanged pursuant to this Section 5.03 in 6.02 shall be subject to the terms of the confidentiality agreement dated September 29, 2005, between RHJI and Mercury (the “Confidentiality Agreement”) as if each applicable Purchaser was a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements party thereto with respect thereto)the same obligations thereunder as Mercury.

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that Parent and the Company shall make a good faith effort (and shall cause their respective subsidiaries to): (i) provide to accommodate any request from Parent the other (and its 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, offices 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, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives for access may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party 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 outside counsel, furnishing such information pursuant would reasonably be expected to this Section 5.03 in a manner that does not result prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such a waiver Legal Proceeding or violation (including by entering into joint defense or similar agreements with respect thereto)any related Legal Proceeding.

Access to Information; Confidentiality. (a) From the date of this Agreement until hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable prior written notice, Quintiles and subject to Applicable Law, the Company shallIMS Health shall each, and shall use its reasonable best efforts to cause its Subsidiaries each of their respective Subsidiaries, officers, directors and representative to, upon reasonable notice and request, (i) give afford to Parent and its Representatives and the Financing Parties other reasonable access during normal business hours hours, consistent with applicable Law, to each of its officesrespective officers, employees, properties, offices, other facilities and books and records, (ii) and shall furnish to Parent the other with all financial, operating and its Representatives and the Financing Parties, such financial and operating other data and other information as such Persons may the other shall reasonably request in writing (it being agreed, however, that the foregoing shall not permit the other or its respective officers, employees or representatives to conduct any environmental testing or sampling, including but not limited to facility surface and (iii) instruct its Representatives to cooperate with Parent subsurface soils and its Representatives and water, air or building materials). Notwithstanding the Financing Parties in its investigationforegoing, provided that prior to the disclosure of any such information investigation 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 consultation shall be conducted in such a manner as not to interfere unreasonably with the conduct business or operations of the business other party or its Subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by the employees of the Company and other party of their normal duties. Neither party nor any of its Subsidiaries. Nothing contained in this Section 5.03 shallSubsidiaries shall be required to provide access to or to disclose information where such access or disclosure would (i) breach any agreement with any third-party, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, (ii) constitute a waiver of or jeopardize the attorney-client or similar other privilege or trade secret protection held by the Company such party or (iii) otherwise violate any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; providedapplicable Law, however, that the Company shall make a good faith effort to accommodate including any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)Antitrust Law.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawUpon reasonable notice, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in 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 Interim Period, to: (i) the appropriate individuals for discussion of its business (including, but not limited to, its books, contracts, commitments, records, suppliers, customers and other third parties having material dealings with it), properties, personnel and pending or threatened litigation (to the extent that such a waiver Party’s receipt of such information does not affect any privilege relating to the producing Party), (ii) such information relating to any circumstance that arises or violation event that occurs after the date hereof that is reasonably expected to be material to their business (including by such as their entering into joint defense a material agreement), 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 other access to information relating to any Intellectual Property of such Party that is currently in development, the subject of negotiation between such Party and a third party, or similar agreements with respect thereto)for which an application for patent or trademark is being sought, provided said application has not been published. No investigation pursuant to this Section 6.4 shall affect any representations or warranties of Parent or the Company contained herein or the conditions to the obligations of Parent or the Company hereto.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Second Merger Effective Time and subject to Applicable LawTime, the Company shall, and Kcompany shall (and shall cause its Subsidiaries their respective subsidiaries (if any) to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records, records thereof; and (ii) furnish promptly to Parent the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor Kcompany shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would (i) jeopardize the disclosure protection 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, 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 contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company or health and safety of any employee of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, such party (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the SPAC Merger Effective Time and subject to Applicable Lawor the earlier termination of this Agreement, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other Party (and the Financing Parties other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such Party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.08, neither the Company nor SPAC shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such Party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company Parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From 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 and subject to Applicable LawTime, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, key employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor the SPAC Parties shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would jeopardize the disclosure protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or privilege, violate confidentiality obligations owing a contract to Third Parties; providedwhich such person is party, however, contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense contravention), or similar agreements with respect thereto)involve invasive environmental sampling, testing, or drilling.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and Acquiror shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and request. Notwithstanding the foregoing, neither the Company nor Acquiror shall be required to provide access to or disclose information where (iiii) instruct its Representatives to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior to access or disclosure would jeopardize the disclosure protection of any attorney-client privilege or contravene applicable Law or (ii) such information is subject to confidentiality obligations (whether contractual, imposed by applicable Law or granting of otherwise) (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 to obtain consents or waivers to such confidentiality obligations), 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 a manner as not to materially interfere unreasonably with the conduct of the business businesses or operations of the Company or Acquiror, as applicable, and its Subsidiaries. Nothing contained in this Section 5.03 shall, prior compliance with all measures implemented by Governmental Authorities in response to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)COVID-19.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Law, the The Company shall, and shall cause its Subsidiaries toSubsidiaries, upon reasonable notice and request, to (i) give provide to Parent and its Representatives and the Financing Parties reasonable access during access, at normal business hours and upon prior notice, to its officesthe officers, employees, properties, books and records, (ii) furnish to Parent and its Representatives and the 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 records of the Company and its Subsidiaries and (ii) furnish promptly such information concerning the Company and its Subsidiaries as Parent may reasonably request, in each case in a manner so as to not unreasonably disrupt or impair the business or operations of the Company or any of its Subsidiaries. Nothing contained in this Section 5.03 shall, prior to the Effective Time, herein shall require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries to provide such access or information to the extent the Company determines that such action (A) would reasonably be expected to result in a waiver of attorney-client privilege, work product doctrine or similar privilege, (B) would reasonably be expected to cause competitive harm to the Company or any of its Subsidiaries if the Merger Transactions are not consummated, (C) specifically relates to the evaluation, deliberation or minutes of the Company Board (or any committee or subcommittee thereof) related to the 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 obligations obligation owing to Third Parties; provided, however, a third party (provided that the Company shall make a good faith effort have used commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or information pursuant obtain the consent of such third party to this Section 5.03 in a manner that does not result in provide such a waiver or violation (including by entering into joint defense or similar agreements with respect theretoinformation, if requested).

Access to Information; Confidentiality. (a) From the date of this Agreement Signing Date until the Effective Time Time, each Company and subject to Applicable Law, the Company shall, Tastemaker shall (and shall cause its their respective Subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) access at reasonable access during normal business hours times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesrequest; provided, however, that (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 shall make a and Tastemaker to provide access to, or to disclose any information to, the other party or any of its Representatives if such access or disclosure, in the good faith effort reasonable belief of such party, (x) would waive any legal privilege or (y) would be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any agreement to accommodate any request from Parent which such party is a party (taking into account the confidential nature of the disclosure); provided, that, in each case, each Company and its Representatives for Tastemaker shall use their respective reasonable best efforts to provide such access as can be provided (or otherwise convey such information pursuant to this Section 5.03 regarding the applicable matter as can be conveyed) in a manner that does not result in without violating such a waiver privilege, contract or violation (including by entering into joint defense or similar agreements with respect thereto)Law.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Lawor the earlier termination of this Agreement in accordance with Article 10, the Company shall, and Parent shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.07, neither the Company nor Parent shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client client, work product or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, contravene applicable Law (it being agreed that the Company parties hereto shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Lawor the earlier termination of this Agreement, the Company shall, and GAMC shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or any Company Subsidiary without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.07, neither the Company nor GAMC shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From 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 and subject to Applicable LawTime, the Company shall, and DFB Healthcare shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) access at reasonable access during normal business hours times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesrequest; provided, however, that (A) the Company shall make a good faith effort to accommodate any request from Parent DFB Healthcare and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result shall conduct any such activities in such a waiver 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 good faith reasonable belief of the Company, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Authority or the provisions of any agreement to which the Company is a party (including by entering taking into joint defense or similar agreements with respect theretoaccount the confidential nature of the disclosure).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time Upon reasonable notice and subject to Applicable Lawrestrictions contained in confidentiality agreements to which such party is subject, the Company Celldex and AVANT shall, and shall cause its Subsidiaries each of their subsidiaries, officers, directors and employees to, upon reasonable notice and requestafford to the officers, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its officesemployees, propertiesaccountants, books and records, (ii) furnish to Parent and its Representatives and the Financing Parties, such financial and operating data counsel and other information as such Persons may reasonably request and (iii) instruct its Representatives to cooperate with Parent and its Representatives and of the Financing Parties in its investigationother, provided that reasonable access, during the period prior to the disclosure Effective Time, to all its and its subsidiaries’ properties, books, contracts, commitments and records and, during such period, Celldex and AVANT each shall furnish promptly to the other all information concerning its and its subsidiaries’ business, properties and personnel as 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 information investigation 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 consultation shall be conducted in such a manner as not to interfere unreasonably with the conduct business or operations of the business other party or its subsidiaries or otherwise result in any significant interference with the prompt and timely discharge by such employees of the Company and its Subsidiariestheir normal duties. Nothing contained in this Section 5.03 shall, prior Neither AVANT nor Celldex nor any of their subsidiaries shall be required to the Effective Time, require the Company provide access to take or to disclose information where such access or disclosure would violate or contravene any action that wouldlaw or, in the good faith judgment opinion of the Companyits counsel, constitute a waiver of the jeopardize any attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesprivilege; provided, however, that in the Company shall make a good faith effort event that either party relies on this sentence to accommodate any request from Parent and its Representatives for withhold access or information pursuant disclosure, such party shall, to this Section 5.03 in a manner that does not result in the extent permitted by law and the protection of such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)attorney-client privilege, notify the other party of the nature of the withheld information.

Access to Information; Confidentiality. (a) From 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 or pursuant to applicable Law, from the date of this Agreement until to the Effective Time and subject to Applicable LawTime, the Company shall, and shall cause each of its Subsidiaries to, upon reasonable notice and request, (i1) give to provide Parent (and its Representatives 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 Financing Parties reasonable access during normal business hours to its officesofficers, employees, agents, properties, offices and other facilities of it and its Subsidiaries and to the books and records, records thereof and (ii2) furnish to Parent promptly such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of it and its Subsidiaries as Parent or its Representatives and the 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, request; 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort not be required to accommodate furnish any request from Parent and information about any Legal Proceeding that is pending, or to the Knowledge of such party 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 Representatives for access outside counsel, furnishing such information would reasonably be expected to prejudice materially the rights of such party, its Subsidiaries, officers, directors or information pursuant Affiliates to this Section 5.03 in a manner that does not result assert an attorney-client privilege with respect thereto in such a waiver Legal Proceeding or violation (including by entering into joint defense or similar agreements with respect thereto)any related Legal Proceeding.

Access to Information; Confidentiality. (a) From the date of this Agreement until hereof to the Effective Time and subject to Applicable Lawor the earlier valid termination of this Agreement, upon reasonable prior written notice from a Party or its Representatives, the Company other Party and its subsidiaries shall, and shall use their respective reasonable best efforts to cause its Subsidiaries their respective officers, directors and employees to, upon reasonable notice and request, (i) give to Parent afford such Party and its Representatives and the Financing Parties reasonable access access, consistent with applicable Law, during normal business hours to such other Party’s and its officessubsidiaries’ officers, propertiesemployees, assets, reports, correspondence and books and recordsrecords and to furnish any other documents and information reasonably requested by such Party or its Representatives. Notwithstanding the foregoing, (ii) furnish to Parent and its Representatives and the 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 investigation 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 consultation shall be conducted in such a manner as not to interfere unreasonably with the conduct of 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, employees and other authorized Representatives of their normal duties and shall not include any environmental sampling or testing. No Party nor any of its Subsidiaries. Nothing contained in this Section 5.03 shallsubsidiaries 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 Effective Time, require the Company date of this Agreement; provided that such Party shall use its reasonable best efforts (i) to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives allow for such access or information pursuant to this Section 5.03 disclosure in a manner that does not result in a loss of attorney-client privilege or (ii) to develop an alternative to providing such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)information so as to address such matters that is reasonably acceptable to Parent and the Company.

Access to Information; Confidentiality. (a) From the date of this Agreement until to the earlier of the Effective Time and subject to Applicable Lawthe termination of this Agreement in accordance with Article 7, the Company shall, and shall cause its the Company Subsidiaries to, upon reasonable notice and request, to (i) give provide to Parent and its Representatives Holdings, Parent, Merger Sub, the Debt Financing Sources, and the SBLC Financing Parties Sources and their respective Representatives reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and the 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 a manner as not to interfere unreasonably with the conduct operation of any business conducted by the business Company and the Company Subsidiaries, upon prior written notice to the Company, to the officers, employees, properties, offices and other facilities of the Company and its Subsidiaries. Nothing contained in this Section 5.03 shall, prior the Company Subsidiaries and to the Effective Timebooks and records thereof or (ii) use commercially reasonable efforts to furnish during normal business hours upon prior notice such information concerning the business, require properties, Contracts, assets and liabilities of 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 and the Company Subsidiaries as Parent or any of its Subsidiaries or violate confidentiality obligations owing to Third PartiesRepresentatives may reasonably request; provided, however, that the Company shall make a good faith effort not be required to accommodate (or to cause any request from Parent and its Representatives for Company Subsidiary to) afford such access or furnish such information pursuant to this Section 5.03 the extent that the Company believes 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 Company or any Company Subsidiary with respect to confidentiality to any Third Party or otherwise breach, contravene or violate any then effective Contract to which the Company or any Company Subsidiary is a party, (C) result in a manner competitor of the Company or of any Company Subsidiary receiving information that does not result in such a waiver is competitively sensitive or violation (D) breach, contravene or violate any applicable Law (including by entering into joint defense or similar agreements with respect theretoCompetition Laws).

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) From which such person shall use commercially reasonable efforts to cause the counterparty to waive), from the date of this Agreement until to the Effective Time and subject to Applicable LawTime, the Company and ABI shall, and shall cause each of its Subsidiaries toand each of their respective directors, officers, employees, accountants, consultants, legal counsel, investment bankers, advisors, and agents and other representatives (collectively, “Representatives”) to (a) provide to the other party and its respective Representatives access at reasonable times upon reasonable prior notice to the officers, employees, agents, properties, offices and requestother facilities of such party and its Subsidiaries and to the books and records thereof and (b) subject to applicable Laws relating to the exchange of information, (i) give to Parent furnish promptly such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of itself and its Subsidiaries as the other party and its Representatives and the Financing Parties reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives or as may be required to cooperate with Parent and its Representatives and the Financing Parties be disclosed, summarized or included in its investigation, provided that prior or as an exhibit to the disclosure of any such Information Statement. With respect to the 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 disclosed pursuant to this Section 5.03 6.4, the parties shall be conducted in such manner comply with, and shall cause their respective Representatives to comply with, all of their respective obligations under that certain Mutual Nondisclosure Agreement effective as not to interfere unreasonably with the conduct of the business of July 18, 2005, previously executed by the Company and its Subsidiaries. Nothing contained in this Section 5.03 shall, prior to ABI (the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto“Confidentiality Agreement”).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Company Amalgamation Effective Time and subject to Applicable LawTime, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other Party (and the Financing Parties other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such Party and its Subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and request. Notwithstanding the foregoing, neither the Company nor SPAC shall be (iiii) instruct its Representatives required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would jeopardize the disclosure protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, contravene applicable Law (it being agreed that the Company Parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation contravention) or (including by entering into joint defense ii) permitted to conduct any sampling or similar agreements with respect thereto)invasive testing of the environment on the property or assets of the other Party without the other Party’s prior written consent.

Access to Information; Confidentiality. (a) From the date Activation Time until the earlier of this Agreement until the Effective Time and the termination of this Agreement pursuant to its terms, subject to Applicable Lawcompliance with applicable Laws, the Company each of Pan American, Agnico and Yamana shall, and shall cause its Representatives to, afford to the other Parties and their respective representatives such access as the other Parties may reasonably require at all reasonable times, to its officers, 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 Party furnishing data or information (the “Furnishing Party”) shall not be required to (or to cause any of the Furnishing Party’s Subsidiaries to) afford such access or furnish such information to the extent that the Furnishing Party believes, upon in its reasonable notice and requestgood faith judgment, that doing so would (i) give to Parent and its Representatives and result in the Financing Parties reasonable access during normal business hours to its officesloss of attorney-client, properties, books and recordswork product or other privilege, (ii) furnish to Parent and its Representatives and the 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 result in its investigation, provided that prior to the disclosure of any trade secrets of third parties or violate any obligations of the 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 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 provided in a manner that would not violate the disclosure of any such information by any such Financing Party foregoing, and provided that nothing in breach of this section shall limit 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 obligations contained in this Section 5.03 shall, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)6.10.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Lawor the earlier termination of this Agreement, the Company shall, and InterPrivate shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.08, neither the Company nor InterPrivate shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Lawor the earlier termination of this Agreement in accordance with Article IX, the Company shall, and Parent shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; provided that such access shall not unreasonably interfere with the business and operations of the Company or Parent and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.08, neither the Company nor Parent shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client client, work product or similar privilege or trade secret protection held by the Company or (y) contravene applicable Law, including any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, COVID-19 Measures (it being agreed that the Company parties hereto shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement Original Signing Date until the Effective Time and subject to Applicable LawTime, the Company shall, and HCIC shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request, including in connection with any Tax disclosure in any statement, filing, notice or application relating to cooperate with Parent and its Representatives and the Financing Parties in its investigationIntended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 8.12(c), provided that prior 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 the disclosure of any such information or granting of any such provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the access or disclosure would (x) jeopardize the protection of attorney-client privilege; (y) the Company or Parent shall have entered into a written agreementHCIC, 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 shallapplicable, prior to the Effective Time, require the Company to take any action that wouldreasonably determines, in light of COVID-19, that such access or disclosure would jeopardize the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any health and safety of its Subsidiaries employees; or violate confidentiality obligations owing to Third Parties; provided(z) contravene applicable Law, howeverincluding any Outbreak Measures (it being agreed, in each case, that the Company parties shall make a good faith effort use their reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).. 77

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and Kensington shall (and shall cause its Subsidiaries their respective subsidiaries (if any) to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records, records thereof; and (ii) furnish promptly to Parent the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor Kensington shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would (i) jeopardize the disclosure protection 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, 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 contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company or health and safety of any employee of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, such party (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From During the date of this Agreement until the Effective Time and subject to Applicable LawInterim Period, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or any Company Subsidiary without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.07, neither the Company nor SPAC shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement hereof until the Company Merger Effective Time and subject to Applicable LawTime, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access access, during normal business hours and upon reasonable prior notice, to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its Subsidiaries and to the books and recordsrecords thereof, 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 Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request request, in the case of each of the foregoing clauses (i) and (iiiii), solely for the purpose of facilitating the consummation of the Transactions. Notwithstanding the foregoing, (A) instruct its Representatives neither the Company nor SPAC shall be required to cooperate with Parent and its Representatives and provide access to or disclose information where the Financing Parties in its investigationaccess or disclosure could jeopardize the protection of an attorney-client privilege, provided attorney work product protection or other legal privilege or contravene applicable Law or Governmental Order (it being agreed that prior the parties shall use their reasonable best efforts to the disclosure of any cause such information to be provided in a manner that would not result in such jeopardy or granting of contravention) and (B) 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 a manner as not to unreasonably interfere unreasonably with the conduct of the business businesses or operations of the Company or SPAC, as applicable, and its Subsidiaries. Nothing contained in this Section 5.03 shall, prior compliance with all measures implemented by Governmental Authorities in response to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto)COVID-19.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and HCIC shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request, including in connection with any Tax disclosure in any statement, filing, notice or application relating to cooperate with Parent and its Representatives and the Financing Parties in its investigationIntended Tax Treatment or any Tax opinion requested or required to be filed pursuant to Section 8.12(c), provided that prior 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 the disclosure of any such information or granting of any such provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the access or disclosure would (x) jeopardize the protection of attorney-client privilege; (y) the Company or Parent shall have entered into a written agreementHCIC, 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 shallapplicable, prior to the Effective Time, require the Company to take any action that wouldreasonably determines, in light of COVID-19, that such access or disclosure would jeopardize the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any health and safety of its Subsidiaries employees; or violate confidentiality obligations owing to Third Parties; provided(z) contravene applicable Law, howeverincluding any Outbreak Measures (it being agreed, in each case, that the Company parties shall make a good faith effort use their reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).. 91

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawClosing, the Company shall, and Acquiror shall (and shall cause its Subsidiaries their respective subsidiaries (if any) to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records, records thereof; and (ii) furnish promptly to Parent the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor Acquiror shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would (i) jeopardize the disclosure protection 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, 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 contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company or health and safety of any employee of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, such party (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From During the date of this Agreement until the Effective Time and subject to Applicable LawInterim Period, the Company shall, and PC3 shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.06, neither the Company nor PC3 shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (y) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their respective commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including contravention). For the avoidance of doubt, no provision of this Section 7.03(a) shall require any expenditure of funds by entering into joint defense or similar agreements with respect thereto)the Company unless funding of such expenditure is made available in advance.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Acquisition Merger Effective Time and subject to Applicable Lawor the earlier termination of this Agreement, the Company shall, Signatories and WinVest shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof; provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company Signatories without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company Signatories’ obligations under Section 7.07, neither the Company Signatories nor WinVest shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From During the date of this Agreement until the Effective Time and subject to Applicable LawInterim Period, the Company shall, and Apex shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent the other party such information concerning the business, properties, contracts, assets, liabilities, personnel, Taxes and other aspects of such party and its subsidiaries as the other party or its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives to cooperate request, including in connection with Parent and its Representatives and the Financing Parties any Tax disclosure in its investigationany statement, provided that prior filing, notice or application relating to the disclosure of any such information or granting of any such Intended Tax-Free Treatment. Notwithstanding the foregoing, neither the Company nor Apex shall be required to provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would jeopardize the disclosure protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From During the date of this Agreement until the Effective Time and subject to Applicable LawInterim Period, the Company shall, and BAC shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company or any Company Subsidiary without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 7.07, neither the Company nor BAC shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until 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 subject to Applicable Law, the Company shall, SEAC Entities shall (and shall cause its their respective Subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other Party (and the Financing Parties other Party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such Party and its Subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, no Party shall be required to cooperate with Parent and its Representatives and provide access to or disclose information that is legally privileged or where the Financing Parties in its investigationaccess or disclosure would jeopardize the protection of attorney-client privilege or other legal privilege, provided that contravene any fiduciary duty or binding agreement entered into prior to the disclosure date of this Agreement (including 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 to which 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries Affiliates is a party), or violate confidentiality obligations owing to Third Parties; provided, however, contravene applicable Law (it being agreed that the Company Parties shall make a good faith effort use their reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and Parent shall (and shall cause its Subsidiaries their respective subsidiaries (if any) to, upon reasonable notice and request, ): (i) give provide to Parent the other party (and the other party’s affiliates and its Representatives and the Financing Parties their respective officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records, records thereof; and (ii) furnish promptly to Parent the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor Parent shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would (i) jeopardize the disclosure protection 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, 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 contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company or health and safety of any employee of its Subsidiaries or violate confidentiality obligations owing to Third Parties; providedsuch party (in the case of each of the foregoing clauses (i) and (ii), however, it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Second Company Merger Effective Time and subject to Applicable Lawor the earlier termination of this Agreement in accordance with Article XI, the Company shall, and Parent shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 9.05, neither the Company nor Parent shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client client, work product or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, contravene applicable Law (it being agreed that the Company parties hereto shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From Between the date of this Agreement until Execution Date and the Effective Time Closing Date and subject to Applicable Lawupon reasonable notice, the Company shall, each Party shall (and shall cause its Subsidiaries Consolidated Group to) afford the officers, upon employees, counsel, accountants and other authorized representatives and advisors of the requesting Party reasonable notice access, during normal business hours, to such disclosing Party’s and requestits Consolidated Group’s properties, books, contracts and records as well as to its management personnel; provided that such access shall be provided on a basis that minimizes the disruption to the operations of the disclosing Party and its Consolidated Group; provided, further, that the requesting Party shall not (i) give contact clients, customers or suppliers of the disclosing Party (or its Consolidated Group) with respect to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its officestransactions contemplated hereby without the prior written consent of the disclosing Party (which consent shall not be unreasonably withheld, properties, books and records, conditioned or delayed) or (ii) furnish to Parent and perform invasive or subsurface investigations of the real property owned by the disclosing Party or its Representatives and the 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 Subsidiaries. The disclosing Party shall have entered into a reasonably acceptable confidentiality agreement with the Company or Parent shall right to have entered into a written agreement, whereby it agrees to be fully responsible for the disclosure representative present at all times of any such information by any such Financing Party inspections, interviews and examinations conducted at or in breach the offices or other facilities or properties 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 disclosing Party or its Subsidiaries. Nothing contained in this Section 5.03 shall, prior to the Effective Time, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result in such a waiver or violation (including by entering into joint defense or similar agreements with respect thereto).

Access to Information; Confidentiality. (a) From Except as required pursuant to any confidentiality agreement or similar agreement or arrangement to which Parent or the Company or any of their subsidiaries is a party or pursuant to applicable Law, from the date of this Agreement until the Effective Time and subject to Applicable Law, the Company shall, and shall cause its Subsidiaries to, upon reasonable notice and request, (i) give to Parent and its Representatives and the Financing Parties reasonable access during normal business hours to its offices, properties, books and records, (ii) furnish to Parent and its Representatives and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, that Parent and the Company shall make a good faith effort (and shall cause their respective subsidiaries to): (i) provide to accommodate any request from Parent the other (and its 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, offices 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, assets, liabilities, personnel and other aspects of it and its subsidiaries as the other party or its Representatives for access may reasonably request; provided that neither party shall be required to furnish any information about any Legal Proceeding that is pending, or to the knowledge of such party 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 outside counsel, furnishing such information pursuant would reasonably be expected to this Section 5.03 in a manner that does not result prejudice materially the rights of such party, its subsidiaries, officers, directors or affiliates in such a waiver Legal Proceeding or violation (including by entering into joint defense or similar agreements with respect thereto)any related Legal Proceeding.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Second Effective Time and subject to Applicable LawTime, the Company shall, and Xxxxxxxx shall (and shall cause its their respective Subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) access at reasonable access during normal business hours times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesrequest; provided, however, that (A) the Company and Xxxxxxxx and their respective Representatives shall make 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 or any of its Representatives if such access or disclosure, in the good faith effort reasonable belief of such party, (x) would waive any legal privilege or (y) would be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any agreement to accommodate any request from Parent which such party is a party (taking into account the confidential nature of the disclosure); provided, that, in each case, the Company and its Representatives for Xxxxxxxx shall use their respective reasonable best efforts to provide such access as can be provided (or otherwise convey such information pursuant to this Section 5.03 regarding the applicable matter as can be conveyed) in a manner that does not result in without violating such a waiver privilege, contract or violation (including by entering into joint defense or similar agreements with respect thereto)Law.

Access to Information; Confidentiality. (a) From the date of this Agreement until the Umbrella Merger Effective Time and subject to Applicable Lawor the earlier termination of this Agreement in accordance with Article XII, the Company shall, Companies and SPAC shall (and shall cause its their respective Subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other Parties (and the Financing Parties other Parties’ officers, directors, employees, accountants, consultants, financial advisors, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such Party and its Subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent the other Parties such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such Party and its Subsidiaries as the other Parties or their respective Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Companies’ obligations under this Section 10.03, neither the Companies nor SPAC shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such Party has been advised by legal counsel that the access or disclosure would jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client client, work product or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, contravene applicable Law (it being agreed that the Company Parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).. 158

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Lawor the earlier termination of this Agreement in accordance with Article IX, the Company shall, and Parent shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives (collectively, “Representatives”)) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, (ii) furnish to Parent and its Representatives and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesrecords thereof; provided, however, that such access shall not unreasonably interfere with the business and operations of the Company shall make a good faith effort to accommodate any request from 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 for may reasonably request. Notwithstanding the 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 the access or disclosure would (x) violate its obligations of confidentiality or similar legal restrictions with respect to such information, (y) jeopardize the protection of attorney-client privilege or (z) contravene applicable Law, including any COVID-19 Measures (it being agreed that the parties shall use their commercially reasonable efforts to cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver violation, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and Acquiror shall (and shall cause its Subsidiaries their respective subsidiaries (if any) to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries (if any) and to the books and records, records thereof; and (ii) furnish promptly to Parent the other party such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of such party and its subsidiaries (if any) as the other party or its Representatives and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor Acquiror shall be required 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 provide access to a Financing Party, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with or disclose information where the Company access or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for disclosure would (i) jeopardize the disclosure protection 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, 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 contravene applicable Law (including COVID-19 Measures) or (ii) require providing access that such party reasonably determines, in light of COVID-19 or COVID-19 Measures, would jeopardize the Company or health and safety of any employee of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, such party (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From 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 and subject to Applicable LawTime, the Company shall, and NAC shall (and shall cause its Subsidiaries their respective subsidiaries to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, managers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) access at reasonable access during normal business hours times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Partiesrequest; provided, however, that the Company shall make a good faith effort to accommodate any request from Parent (A) NAC and its Representatives for access or information pursuant to this Section 5.03 in a manner that does not result shall conduct any such activities in such a waiver 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, NAC or any of its Representatives if such access or disclosure, in the good faith reasonable belief of the Company, (x) would waive any legal privilege or (y) would be in violation of applicable laws or regulations of any Governmental Authority or the provisions of any agreement to which the Company is a party (including by entering taking into joint defense or similar agreements with respect theretoaccount the confidential nature of the disclosure).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable Lawor the earlier termination of this Agreement, the Company shall, and SPAC shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours and upon reasonable prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and recordsrecords thereof, provided that such access shall not include any unreasonably invasive or intrusive investigations or other testing, sampling or analysis of any properties, facilities or equipment of the Company without the prior written consent of the Company; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, but without limiting the Company’s obligations under Section 8.08, neither the Company nor SPAC shall be required to cooperate with Parent and its Representatives and the Financing Parties in its investigation, provided that prior provide access to or disclose information to the extent such party has been advised by legal counsel that the access or disclosure would (x) violate its obligations of any confidentiality or similar legal restrictions with respect to such information or granting information, (y) jeopardize the protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, (z) contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their commercially reasonable efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver inconsistency, conflict, jeopardy or violation (including by entering into joint defense or similar agreements with respect theretocontravention).

Access to Information; Confidentiality. (a) From the date of this Agreement until the Effective Time and subject to Applicable LawTime, the Company shall, and GigCapital2 shall (and shall cause its Subsidiaries their respective subsidiaries and instruct their respective Representatives to, upon reasonable notice and request, ): (i) give provide to Parent and its Representatives the other party (and the Financing Parties other party’s officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives, collectively, “Representatives”) reasonable access during normal business hours at reasonable times upon prior notice to its officesthe officers, employees, agents, properties, offices and other facilities of such party and its subsidiaries and to the books and records, records thereof; and (ii) furnish promptly to Parent 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 and the Financing Parties, such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Representatives request. Notwithstanding the foregoing, neither the Company nor GigCapital2 shall be required 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 provide access to a Financing Partyor disclose information where the access or disclosure would violate its obligations of confidentiality or similar legal restrictions with respect to such information, either such Financing Party shall have entered into a reasonably acceptable confidentiality agreement with jeopardize the Company or Parent shall have entered into a written agreement, whereby it agrees to be fully responsible for the disclosure protection 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, require the Company to take any action that would, in the good faith judgment of the Company, constitute a waiver of the attorney-client or similar privilege or trade secret protection held by the Company or any of its Subsidiaries or violate confidentiality obligations owing to Third Parties; provided, however, contravene applicable Law (it being agreed that the Company parties shall make a good faith effort use their reasonable best efforts to accommodate any request from Parent and its Representatives for access or cause such information pursuant to this Section 5.03 be provided in a manner that does would not result in such a waiver jeopardy or violation (including by entering into joint defense contravention), inconsistent with COVID-19 Measures, or similar agreements with respect thereto)violate any law or regulations applicable to such party.