Common use of Access to Information; Cooperation Clause in Contracts

Access to Information; Cooperation. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior to the execution of this Agreement.

Access to Information; Cooperation. From the date hereof until the Closing, Seller and ExchangeCo shall, and shall cause the Company Group to, (a) Prior afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the earlier Company Group; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Group as Buyer or any of its Representatives may reasonably request; (c) cause the termination Representatives of this Agreement in accordance with its terms Seller, ExchangeCo and the Closing Date, subject Company Group to the terms of the Confidentiality Agreement, cooperate with Buyer shall be entitled to make such in its investigation of the propertiesCompany Group, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requestsprovided, including as may be reasonably requested by Buyer orhowever, subject to execution of customary confidentiality and non-reliance undertakings, that any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular normal business hours upon reasonable advance notice to Seller, under the supervision of Seller Group’s personnel and under reasonable circumstances, shall be subject in such a manner as to restrictions under applicable Law and shall not unreasonably interfere with the normal operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys Company Group; and other representatives (d) cooperate in planning Buyer’s or its Affiliate’s integration of the Company and WS Holdings and its Subsidiaries Group. All requests by Buyer for access pursuant to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination this Section 5.02 shall be permitted submitted or directed to the extent that (x) it would require such individuals as Seller or the Company may designate in writing from time to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstancestime. Notwithstanding anything to the contrary contained hereinin this Agreement, neither Seller Group nor the Company Group shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (i) cause significant competitive harm to Seller Group, the Company Group, and their respective businesses if the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any attorney-client or other privilege; (iii) contravene any applicable Law, fiduciary duty, or binding agreement entered into prior to the date of this Agreement; or (iv) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, (i) Buyer may contact Material Customers and Material Suppliers and Seller and ExchangeCo shall not contact any employees of, suppliers to, customers of, or franchisees of, cause the Company or any of its Affiliates in connection with the Company or the Transaction Group to use commercially reasonable efforts to facilitate such contact and (ii) without the prior written consent of the Company Seller (such consent not to be unreasonably withheld, conditioned, or delayed), conditioned Buyer shall not contact any suppliers that are not Material Suppliers to, or withheld); providedcustomers that are not Material Customers of, that the Company Group. Buyer shall, and shall cause its Representatives to, abide by the terms of Section 5.06 with respect to any such contact access or information provided pursuant to this Section 5.02. No investigation by Buyer or other information received by Buyer shall be coordinated with Selleroperate as a waiver or otherwise affect any representation, and warranty or agreement given or made by Seller shall be permitted to participate therein. Nothing contained or ExchangeCo in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision provided, however, that Buyer shall advise Seller as soon as practicable after it obtains knowledge of its operations. From the date hereof until the Closing Date any breach or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records nonperformance of the Company and representations, warranties or covenants of Seller or ExchangeCo if such breach or nonperformance would give rise to the Business in all material respects in the same manner and same care that the books and records failure of any of the Company have been maintained prior to the execution of this Agreementconditions specified in Section 7.01 or Section 7.02.

Access to Information; Cooperation. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this AgreementClosing, Seller shall shall, and shall cause the Company and each of its Subsidiaries to, (a) afford Buyer, its Financing Sources and its and their Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other Affiliates engaged documents and data related to the Company and its Subsidiaries; (b) furnish Buyer, its Financing Sources and its and their Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; (c) instruct the Representatives of Seller and the Company to cooperate with Buyer and its Financing Sources in its investigation of the Company and its Subsidiaries; and (d) provide Buyer and its Financing Sources, at the expense of Buyer, all cooperation that is reasonably requested by Buyer in connection with the Financing, including: (i) participating in due diligence sessions with the Financing Sources, (ii) executing and delivering at the Closing any necessary pledge and security documents and otherwise facilitating the granting of the first priority perfected security interests in and liens upon the collateral contemplated under the Financing (and including mortgages as to any real property collateral and agreements by Seller to allow the Financing Sources to use the assets subject to the Equipment Lease, to receive the benefits of the services under the Transition Services Agreement and otherwise relating to the handling of collections of accounts receivable and other matters concerning the collateral for the Financing) and providing customary deliverables, (iii) obtaining surveys, title insurance, customary landlord, warehouse and bailee lien and access waivers and deposit and investment account control agreements at the sole expense of and as requested by Buyer on behalf of the Financing Sources, (iv) taking all corporate actions, subject to the occurrence of the Closing, necessary to permit the consummation of the Financing and to permit the proceeds thereof to be made available to the Company, including entering into one or more credit agreements, indentures and/or other instruments on terms satisfactory to Buyer in connection with the Financing, in each case to be effective immediately prior to the Closing to the extent direct borrowings or debt incurrence by the Company is contemplated in the Business toFinancing. Without limiting the foregoing, preserve Seller shall permit Buyer and maintain the books and records its Representatives to conduct environmental due diligence of the Company and the Business Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and the Real Property. Any investigation pursuant to this Section 5.02 shall be conducted in all material respects in such manner as not to interfere unreasonably with the same manner and same care that the books and records conduct of the Company have been maintained prior business of Seller or the Company. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. Notwithstanding anything else to the execution contrary in this Section 5.02, nothing in this Section 5.02 shall require Seller to provide Buyer, its Affiliates, or any Representatives of this AgreementBuyer any Tax Returns (or supporting work papers and other documents) filed on a consolidated, combined or similar basis with Seller or any of its Affiliates (except for information pertaining to any tax attributes or tax positions applicable to the Company or any Subsidiary), or otherwise not pertaining to the business or assets of the Company.

Access to Information; Cooperation. The Company shall (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause each Company Subsidiary to) afford to the officers, employees, consultants, agents, accountants, attorneys counsel and other representatives of Purchaser, reasonable access, during normal business hours, during the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, period prior to the ClosingEffective Time, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent to all of the Company (such consent not to be unreasonably delayedproperties, conditioned or withheld); providedbooks, that any such contact by Buyer shall be coordinated with Sellercontracts, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books commitments and records of the Company and the Business Company Subsidiaries. Prior to Closing, Purchaser and such representatives will hold any such information which is non-public in all material respects confidence in accordance with the same manner provisions of the existing confidentiality agreement between the Company and same care that Purchaser dated as of January 25, 2000 (the books "CONFIDENTIALITY AGREEMENT"). So long as the out-of-pocket costs and records expenses of the Company have been maintained and/or the Company Subsidiaries in connection therewith are Special Costs, the Company agrees to provide reasonable cooperation, and to cause the Company Subsidiaries and its and their respective officers, employees and representatives to provide reasonable cooperation in connection with the arrangement of the financing to be consummated at the Closing in respect of the transactions contemplated by this Agreement, including, without limitation, participation in meetings, due diligence sessions and road shows, and drafting sessions for the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents. The Company agrees to cooperate and take all requisite actions prior to the execution Closing Date to merge, form, consolidate or alter the structure of the transactions herein contemplated to the extent desirable in Purchaser's judgment for commercial, regulatory, tax or other reasons, including by entering into appropriate amendments to this Agreement; PROVIDED, HOWEVER, that such actions shall not, in the Company's reasonable judgment, (i) decrease the amount or change the kind of consideration paid to the Recipients pursuant to this Agreement or otherwise adversely affect, in any material respect, the interests of the Recipients pursuant to this Agreement or the Company (if the Closing were not to occur) and (ii) be required to be completed other than in connection with the Closing.

Access to Information; Cooperation. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or (or, if earlier, the earlier termination of this Agreement), and subject to Applicable Law and the Confidentiality Agreement, Seller shall will (i) give Parent, ASCO GP LLC, Buyer, their #88639600v31 counsel and shall cause other authorized Representatives reasonable access to the Company and its other Affiliates engaged in the Business toproperties, preserve and maintain the books and records of the Company Business, (ii) furnish to Parent, ASCO GP LLC, Buyer, their counsel and other authorized Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the employees, independent accountants, counsel and financial advisors of Seller to cooperate with Parent, ASCO GP LLC and Buyer in their investigation of the Business. Notwithstanding the foregoing, Buyer and its agents shall not have access to (A) any properties of Seller or its Affiliates, including the Transferred Assets and the Real Property, for purposes of conducting any sampling or other invasive investigation, including of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (B) any information to the extent relating to any Retained Business or (C) any Seller Tax Records; provided, that Seller shall extract from Seller Tax Records and provide to Parent, ASCO GP LLC or Buyer any information solely related to the Transferred Subsidiaries, the Transferred Assets, the Assumed Liabilities or the Business as reasonably requested by Parent, ASCO GP LLC or Buyer. Without limiting the foregoing (and subject to the limitations of the foregoing), after the date hereof and prior to the Closing, Buyer shall identify to Seller from time-to-time certain members of its transition team to work closely with their functional counterparts of Seller and the Business in all material respects after the date of this Agreement and through the Closing Date to assist in the same manner and same care that the books and records implementation of the Company have been maintained transition of the Business to operate on a stand-alone basis (with the understanding and agreement that such identified personnel shall not participate in the management or operation of the Business prior to the execution Closing). Such personnel of this AgreementBuyer and Seller shall use good faith efforts to meet on a periodic basis to review the progress of the Business towards functioning on a stand-alone basis as of the Closing Date.

Access to Information; Cooperation. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms Closing Date and the Closing Date, subject to the terms of the Confidentiality Agreementapplicable Laws and Section 6.4, Buyer Parent shall be entitled entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to make have such investigation of access to the properties, businesses and operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier requests upon reasonable advance written notice in connection with BuyerParent’s consideration of and obtaining efforts to consummate the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”)transactions contemplated by this Agreement. Any such investigation access and examination shall be conducted during regular business hours and under reasonable circumstances, circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the CompanyLaw. Seller The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives Representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer Parent and BuyerParent’s representatives Representatives in connection with such investigation access and examination, and Buyer Parent and its representatives Representatives shall reasonably cooperate with the Company and its representatives Representatives and shall use their commercially reasonable efforts to minimize any disruption to the businesses business. Any disclosure during such investigation by Parent or its Representatives shall not constitute any enlargement or additional representation or warranty of the CompanyCompany beyond those specifically set forth in Article IV. In additionNotwithstanding anything herein to the contrary, no such investigation access or examination shall be permitted to the extent that it (xi) it relates to the negotiation of this Agreement and the transactions contemplated hereby, (ii) would unreasonably disrupt the operations of the Company or any of its Subsidiaries or (iii) would require Seller or the Company or any of its Subsidiaries to disclose information that in the reasonable judgment and good faith of counsel to the Company, is subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise conflict with any applicable Law or confidentiality obligations to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, which the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior to the execution of this AgreementSubsidiaries is bound.

Access to Information; Cooperation. (a) Prior Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the earlier Company or any of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as Subsidiaries by third parties that may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name Company’s or any of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject its Subsidiaries’ possession from time to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examinationtime, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize except for any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent information that (x) it would require Seller or the Company to disclose information is subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such caseother privilege from disclosure, the Company will shall, and shall cause its Subsidiaries to, afford to Buyer and its accountants, counsel and other representatives reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the Company and its Subsidiaries, to their respective properties, books, contracts, commitments, tax returns, records and appropriate officers and employees of the Company and its Subsidiaries, and shall furnish such representatives with financial and operating data and other information concerning the affairs of the Company and its Subsidiaries as such representatives may reasonably cooperate with request; provided, that such investigation shall only be upon reasonable notice and shall be at Buyer’s sole cost and expense and shall be subject to any restrictions in leases for Leased Real Property; provided, further, that Buyer and its representatives shall not be permitted to perform any environmental sampling at any Owned Real Property or Leased Real Property prior to Closing, including sampling of soil, groundwater, surface water, building materials, or air emissions or wastewater discharges. All information obtained by Buyer, Merger Sub and their respective representatives shall be subject to the Confidentiality Agreement. The Company and its Subsidiaries shall use commercially reasonable efforts to assist Buyer in obtaining title insurance for any Owned Real Property (at Buyer’s sole cost and expense) ), including, for example, providing information as reasonably necessary by Buyer’s title company to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (issue such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior to the execution of this Agreement.title

Access to Information; Cooperation. From the date of this Agreement until the Closing, Seller shall, and shall cause the Company to: (a) Prior afford Purchasers and their Representatives reasonable access to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject right to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation inspect all of the properties, businesses assets, premises, books and operations records, contracts, agreements and other documents and data related to the Business; (b) furnish Purchasers and their Representatives with such financial, operating and other data and information related to the Business as Purchasers or any of their Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Purchasers in their investigation of the Company and such examination of the books and records of the Company as it reasonably requestsCompany; provided, including as may be reasonably requested by Buyer orhowever, subject to execution of customary confidentiality and non-reliance undertakings, that any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and under reasonable circumstances, shall be subject in such a manner as not to restrictions under applicable Law and shall not unreasonably interfere with the normal operations of the CompanyBusiness. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries All requests by Purchasers for access pursuant to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination this Section 5.03 shall be permitted submitted or directed exclusively to the extent that (x) it would require Xxxxxxx Xxxxxx or Xxxxx Xxxxxxx or such other individuals as Seller or the Company may designate in writing from time to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstancestime. Notwithstanding anything to the contrary contained hereinin this Agreement, neither Seller nor the Company shall be required to disclose any information to Purchasers if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, which may be withheld for any reason, Purchasers shall not contact any suppliers to, or customers of, the Company. Purchasers shall, and Seller shall be permitted cause their Representatives to, abide by the terms of the Confidentiality Agreement with respect to participate thereinany access or information provided pursuant to this Section 5.03. Nothing contained in From the date of this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, Seller and Purchasers shall cooperate, as and to the Company extent reasonably requested by the other party, in connection with matters related to this Agreement and the transactions contemplated hereby, including the preparation of financial statements of the Company. Purchasers or Seller, as applicable, shall exercisepay the expenses of the entities that provide such cooperation and of their respective officers, consistent directors, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to reimburse the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date entities providing such cooperation for their time spent in such cooperation or the earlier termination salaries or costs of this Agreementfringe benefits or similar expenses paid by the entities providing such cooperation to their respective officers, Seller shall and shall cause the Company and its other Affiliates engaged directors, employees or agents while assisting in the Business to, preserve and maintain the books and records of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior to the execution of this Agreementforegoing.

Access to Information; Cooperation. (a) Prior Pre-Closing Access to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operationsInformation. From the date hereof until the Closing Date or the earlier termination of this AgreementAgreement pursuant to Article 11, Seller each Acquired Company shall afford, and shall cause its respective Affiliates to afford, Buyer and its Affiliates, and their respective Representatives, during normal business hours and upon advance notice to, and approval by, the Company, with respect to the Company Entities, and its Blocker, with respect to Blocker (such approval not to be unreasonably withheld or delayed), reasonable access to the Company Entities’ or Blocker’s facilities and properties and the books, records and other Affiliates engaged information in the Business toCompany Entities’ or Blocker’s possession or control relating to the assets, preserve and maintain the books and records liabilities or operations of the Company Entities or Blocker, as applicable, with respect to periods prior to the Closing. Buyer shall have the right to make copies and extracts from such books, records and other information, at Buyer’s expense. Such access shall be permitted only to the extent such access does not unreasonably interfere with the Business in all material respects in the same manner and same care that the books and records of the Company Entities or Blocker, as applicable, and such access is reasonably related to Buyer’s rights and obligations hereunder and the transactions contemplated hereby, and subject to compliance with applicable Laws and to any Contracts for which any of the Company Entities or Blocker are party. Notwithstanding the foregoing, the Company Entities or Blocker, as applicable, shall have been maintained the right to (i) have a Representative present for any communication with officers, directors, managers or employees of the Company Entities or Blocker, as applicable, (ii) impose reasonable restrictions and requirements for bona fide safety or security purposes and (iii) restrict access to (A) any information, the disclosure of which would reasonably be expected to cause the loss of attorney-client privilege, and (B) any information the disclosure of which would contravene any applicable Law. Notwithstanding the foregoing, with respect to any inspections of the Real Property conducted by Buyer, Buyer shall under no circumstances be permitted to conduct any invasive or subsurface testing of the Real Property without the prior to written approval of the execution of this AgreementCompany or Blocker, as applicable, which may be conditioned or withheld as such entity may deem appropriate in its sole discretion.

Access to Information; Cooperation. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this AgreementClosing, Seller shall shall, and shall cause the Company and each of its other Affiliates engaged in the Business Subsidiaries to, preserve (a) afford Buyer and maintain its Representatives reasonable access (which may include day-to-day access during normal business hours) to and the right to inspect all of the Real Property, properties, assets, premises, books and records records, Contracts and other documents and data related to the Company and its Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer and its Representatives in their investigation of the Company and its Subsidiaries. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and the Business Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and the Real Property. Any investigation pursuant to this Section 5.02 shall be conducted in all material respects in such manner as not to interfere unreasonably with the same manner and same care that the books and records conduct of the Company have been maintained prior business of Seller or the Company. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. Notwithstanding anything else to the execution contrary in this Section 5.02, nothing in this Section 5.02 shall require Seller to provide Buyer, its Affiliates, or any Representatives of this AgreementBuyer any Tax Returns (or supporting work papers and other documents) filed on a consolidated, combined or similar basis with Seller or any of its Affiliates (except for information pertaining to any tax attributes or tax positions applicable to the Company or any Subsidiary), or otherwise not pertaining to the business or assets of the Company.

Access to Information; Cooperation. From the date hereof until the Closing, Seller and ExchangeCo shall, and shall cause the Company Group to, (a) Prior afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the earlier Company Group; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Group as Buyer or any of its Representatives may reasonably request; (c) cause the termination Representatives of this Agreement in accordance with its terms Seller, ExchangeCo and the Closing Date, subject Company Group to the terms of the Confidentiality Agreement, cooperate with Buyer shall be entitled to make such in its investigation of the propertiesCompany Group, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requestsprovided, including as may be reasonably requested by Buyer orhowever, subject to execution of customary confidentiality and non-reliance undertakings, that any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular normal business hours upon reasonable advance notice to Seller, under the supervision of Seller Group’s personnel and under reasonable circumstances, shall be subject in such a manner as to restrictions under applicable Law and shall not unreasonably interfere with the normal operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys Company Group; and other representatives (d) cooperate in planning Buyer’s or its Affiliate’s integration of the Company and WS Holdings and its Subsidiaries Group. All requests by Buyer for access pursuant to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination this Section 5.02 shall be permitted submitted or directed to the extent that (x) it would require such individuals as Seller or the Company may designate in writing from time to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstancestime. Notwithstanding anything to the contrary contained hereinin this Agreement, neither Seller Group nor the Company Group shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion: (i) cause significant competitive harm to Seller Group, the Company Group, and their respective businesses if the transactions contemplated by this Agreement are not consummated; (ii) jeopardize any attorney-client or other privilege; (iii) contravene any applicable Law, fiduciary duty, or binding agreement entered into prior to the date of this Agreement; or (iv) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, (i) Buyer may contact Material Customers and Material Suppliers and Seller and ExchangeCo shall not contact any employees of, suppliers to, customers of, or franchisees of, cause the Company or any of its Affiliates in connection with the Company or the Transaction Group to use commercially reasonable efforts to facilitate such contact and (ii) without the prior written consent of the Company Seller (such consent not to be unreasonably withheld, conditioned, or delayed), conditioned Buyer shall not contact any suppliers that are not Material Suppliers to, or withheld); providedcustomers that are not Material Customers of, that any the Company Group unless such contact is in connection with a Commercial Agreement. Buyer shall, and shall cause its Representatives to, abide by the terms of Section 5.06 with respect to any access or information provided pursuant to this Section 5.02. No investigation by Buyer or other information received by Buyer shall be coordinated with Selleroperate as a waiver or otherwise affect any representation, and warranty or agreement given or made by Seller shall be permitted to participate therein. Nothing contained or ExchangeCo in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision provided, however, that Buyer shall advise Seller as soon as practicable after it obtains knowledge of its operations. From the date hereof until the Closing Date any breach or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records nonperformance of the Company and representations, warranties or covenants of Seller or ExchangeCo if such breach or nonperformance would give rise to the Business in all material respects in the same manner and same care that the books and records failure of any of the Company have been maintained prior to the execution of this Agreement.conditions specified in Section 7.01 or Section 7.02. Securities Purchase Agreement 53 Project Acorn

Access to Information; Cooperation. From and after the date hereof and until the date that is eighteen (a18) Prior to the earlier of the termination of this Agreement in accordance with its terms and months following the Closing Date, subject to the terms of the Confidentiality AgreementSeller shall permit Buyer and its representatives and agents, Buyer shall be entitled to make such investigation of the assets, properties, businesses business and operations of the Company Seller and such examination of the books books, records, financial condition and records operations of Seller and its Affiliates, in each case, to the Company extent reasonably related to the Acquired Assets or the Assumed Liabilities, as it Buyer may reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyerrequest; provided that such consultation shall not unreasonably disrupt Seller’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”)operations. Any such investigation and examination shall be conducted during regular business hours at reasonable times, on reasonable prior notice and under reasonable circumstancescircumstances and Seller shall cooperate fully therein. In order that Buyer may have full opportunity to make such a business, accounting and legal review, examination or investigation as it or they may wish of the business and affairs of Seller reasonably related to the Acquired Assets or the Assumed Liabilities, Seller shall be subject furnish, at Buyer’s cost and expense, the representatives of Buyer during such period with all such information and copies of such documents reasonably related to restrictions under applicable Law and the Acquired Assets or the Assumed Liabilities as such representatives may reasonably request; provided that Seller may redact or withhold any portion of such materials that do not relate to the Product in the Territory or the Acquired Assets; provided, further, that Seller shall not unreasonably interfere be required to make available to Buyer any books, documents, records, files and similar materials (in each case, whether or not in electronic form) prepared in connection with the operations of the CompanyTransaction. Seller shall use commercially reasonable efforts to cause the its officers, employees, consultants, agents, accountants, accountants and attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate fully with Buyer and Buyer’s such representatives in connection with such investigation review and examination. Notwithstanding the foregoing, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information but subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this AgreementSection 6.9, Seller shall and shall cause not be obligated to provide any information, documents or materials or take any other action that would violate the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records provisions of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior any applicable Laws (including without limitation those relating to the execution of this Agreementexport controls).

Access to Information; Cooperation. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing Date, subject to the terms of the Confidentiality Agreement, Buyer shall be entitled to make such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the earlier of the Closing Date or the earlier termination of this Agreement, subject to any applicable Legal Requirements, Seller and Seller’s Equityholders shall (a) afford Buyer and shall cause its Representatives reasonable access to and the right to inspect all of the properties, Assets, premises, books and records, Contracts and other documents and data related to the Company, its Subsidiaries or the Business during normal business hours; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company, its Subsidiaries or the Business as Buyer or any of its Representatives may reasonably request; (c) instruct the Representatives of Seller and Seller’s Equityholders to cooperate with Buyer in its investigation of the Company, its Subsidiaries or the Business; and (d) allow Buyer reasonable access to the Company and its Subsidiaries’ senior management and certain Company employees identified by such senior management for purposes of post-Closing integration. Any investigation pursuant to this Section 5.2 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business or any other Affiliates engaged businesses of Seller and Seller’s Equityholders. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller or Seller’s Equityholders in this Agreement. The Company and its Subsidiaries shall, and each shall cause its employees and Representatives to, use commercially reasonable efforts to provide such assistance and cooperation as Buyer may reasonably request in connection with obtaining debt financing, including (i) upon reasonable prior notice, making senior management reasonably available during normal business hours for lender meetings, (ii) allowing Buyer to provide its lenders with access to the Financials, the information in the Business todata room as of the date hereof established by, preserve and maintain the books and records for or on behalf of the Company and the Business in all material respects in the same manner its Subsidiaries, and same care that the books any other pertinent information as may reasonably be requested by Xxxxx, and records (iii) obtaining releases of the Company have been maintained prior to the execution of this AgreementLiens and payoff letters as requested by Buyer or its lenders.

Access to Information; Cooperation. (a) Prior to From the earlier date of this Agreement until the Closing, or, if earlier, the termination of this Agreement in accordance with its terms terms, upon reasonable prior notice, and except as determined in good faith to be necessary to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, RAI shall, and shall cause its Affiliates and Lorillard and each of its and their respective Representatives to: (i) afford the Acquiror and its Representatives reasonable access, during normal business hours, to the properties and the Closing Date, subject Books and Records of each RAI Asset Owner and Lorillard Asset Owner relevant to the terms Transferred Assets; and (ii) furnish to the Acquiror and its Representatives such additional financial and operating data and other information regarding the Transferred Assets as the Acquiror may from time to time reasonably request, in each case for purposes of preparing to operate the Confidentiality AgreementBusiness immediately following the Closing, Buyer shall be entitled including, without limiting the foregoing, access to make the following employee information: current rate of annual base salary or current wages, 2014 annual bonus target, job title, employment status, work location and date of hire; provided that (A) such additional financial and other information is available to the Sellers or their respective Affiliates, as applicable, and (B) any such investigation of the properties, businesses and operations of the Company and such examination of the books and records of the Company as it reasonably requests, including as may be reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier in connection with Buyer’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”). Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances, shall be subject to restrictions under applicable Law and shall not unreasonably interfere with any of the businesses, personnel or operations of the Company. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer and Buyer’s representatives in connection with such investigation and examination, and Buyer and its representatives shall reasonably cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the businesses of the Company. In addition, no such investigation or examination shall be permitted to the extent that (x) it would require Seller or the Company to disclose information subject to attorney-client privilege or (y) legal counsel for the Company reasonably concludes that it may give rise to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Law, and in each such case, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstances. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company Sellers or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company (such consent not to be unreasonably delayed, conditioned or withheld)their respective Affiliates; provided, further, that the auditors and accountants of the Sellers and their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such contact auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by Buyer shall RAI or the Acquiror, the Parties will enter into a customary joint defense agreement with respect to any information to be coordinated with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations prior provided to the Closing. Prior Acquiror pursuant to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business to, preserve and maintain the books and records of the Company and the Business in all material respects in the same manner and same care that the books and records of the Company have been maintained prior to the execution of this AgreementSection 6.02(a).

Access to Information; Cooperation. (a) Prior to the earlier of the termination of this Agreement in accordance with its terms and the Closing DateClosing, subject to the terms of the Confidentiality Agreement, Buyer Purchaser shall be entitled entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company Companies and the Sellers (with respect to the Business) and such examination of the books and records of the Company Companies and the Sellers (with respect to the Business) as it reasonably requests, including as may be requests and that is reasonably requested by Buyer or, subject to execution of customary confidentiality and non-reliance undertakings, any insurance broker or insurance carrier necessary in connection with BuyerPurchaser’s consideration of and obtaining the representation and warranty insurance policy to be issued in the name of Buyer (the “R&W Policy”)obligations under this Agreement. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances, circumstances and shall be subject to restrictions under applicable Law and shall not unreasonably interfere with the operations of the CompanyLaw. Seller Sellers shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the each Seller and each Company and WS Holdings and its Subsidiaries to reasonably cooperate with Buyer Purchaser and BuyerPurchaser’s representatives in connection with such investigation and examination, and Buyer Purchaser and its representatives shall reasonably cooperate with the Company Sellers and its the Companies and their respective representatives and shall use their its reasonable efforts to minimize any disruption to the businesses of Business. Notwithstanding anything herein to the Company. In additioncontrary, no such investigation or examination shall be permitted to the extent that (x) it would require any Seller or the any Company to disclose information (i) subject to attorney-client privilege privilege, (ii) in conflict with any confidentiality obligations to which any Seller or any Company is bound, (iii) which would constitute a violation of the Antitrust Laws or (yiv) legal counsel for that relates to the Company reasonably concludes that it may give rise process conducted by Parent with respect to antitrust or competition law issues or violate a protective order or otherwise may not be disclosed pursuant to applicable Lawthe sale of the Business including, and in each such casewithout limitation, the Company will reasonably cooperate with Buyer (at Buyer’s expense) to establish mutually acceptable work arounds to provide Buyer with the broadest access to information practicable under the circumstancesany materials received from any third parties. Notwithstanding anything to the contrary contained herein, prior to the Closing, Buyer shall not contact any employees of, suppliers to, customers of, or franchisees of, the Company or any of its Affiliates in connection with the Company or the Transaction without the prior written consent of the Company Seller Representative, which may be withheld for any reason, (such consent not to be unreasonably delayedi) Purchaser shall not, conditioned or withheld); provided, that any such contact by Buyer shall be coordinated outside of its ordinary course of business consistent with Seller, and Seller shall be permitted to participate therein. Nothing contained in this Agreement shall be construed to give to Buyer, directly or indirectly, rights to control or direct the Company’s operations conduct prior to the Closing. Prior to the Closing, the Company shall exercise, consistent with the terms date hereof and conditions of in no way involving matters contemplated by this Agreement, complete control and supervision of its operations. From the date hereof until the Closing Date or the earlier termination of this Agreement, Seller shall and shall cause the Company and its other Affiliates engaged in the Business contact any suppliers to, preserve or customers of, the Company, and maintain the books and records (ii) Purchaser shall have no right to perform invasive or subsurface investigations of the Company and the Business in all material respects in the same manner and same care that the books and records properties or facilities of the Company have been maintained prior to the execution of this Agreementany Seller or any Company.