Common use of Access to Information; Cooperation Clause in Contracts

Access to Information; Cooperation. The Sellers shall, and shall cause their affiliates (including Companies) to, during the period prior to the Closing (i) afford to Purchaser and its representatives reasonable access, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns and records of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies in connection with their compliance with this Section 5.02(a). (a) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers (a) Except as may be necessary to comply with any Applicable Laws (including the NISPOM or any Export Control Laws) and subject to (x) any applicable privileges (including the attorney-client privilege), (y) this Section 5.02 and (z) the terms and conditions of any confidentiality or similar agreements between Parent or any of its Subsidiaries and a third party, including customers, vendors and subcontractors, from and after the Distribution Date, Parent shall, and shall cause their affiliates (including Companies) the other Parent Companies to, during the period prior to the Closing : (i) afford to Purchaser Spinco and its representatives Representatives reasonable access, access upon reasonable prior notice during normal business hours, to all the employees, offices, properties, facilitiesagreements, books, Government Contracts, Tax Returns Government Bids, records, books and records affairs of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each caseParent Companies, to the extent related relating to consummation the conduct of the Acquisition; providedSpinco Business prior to the Distribution Effective Time, however, that and provide copies of such access does not unreasonably disrupt the normal operations of the Business and shall not include information as Spinco may reasonably request for any sampling of environmental mediaproper purpose, including but not limited to soilin connection with (A) any judicial, surface waterquasi-judicial, groundwateradministrative, indoor air audit or ambient air arbitration proceeding, (B) the preparation of any financial statements or reports and (iiiC) instruct the employeesdefense or pursuit of any claims, counsel allegations or actions that relate to or may relate to any Transferred Assets, Assumed Liabilities or Indemnified Claims; and financial advisors (ii) use reasonable best efforts to cooperate in the defense or pursuit of any Transferred Asset or Assumed Liability or any claim or action that relates to occurrences involving the Sellers and the Companies to reasonably cooperate with Purchaser with respect Spinco Business prior to the foregoingDistribution Date; provided, however, provided that Purchaser Spinco shall be responsible reimburse Parent Companies for the any reasonable out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents or representatives) incurred by Sellers and the Parent Companies in connection with their compliance with any such defense, claim or action. Spinco agrees to treat and hold as confidential all information provided or otherwise made available to it or any of its Representatives under this Section 5.02(a5.02 in accordance with the provisions of Section 5.04(a). (ab) On Except as may be necessary to comply with any Applicable Laws (including the NISPOM or any Export Control Laws) and subject to (x) any applicable privileges (including the attorney-client privilege), (y) this Section 5.02(b), and (z) the terms and conditions of any confidentiality or similar agreements between any Spinco Company and a third party, including customers, vendors and subcontractors, from and after the Closing Distribution Date, subject to Section 5.03(a), the Sellers Spinco shall, and shall cause their affiliates the other Spinco Companies to, : (i) afford promptly to Purchaser Parent and its representatives, at Purchaser’s expense, Representatives reasonable access, access upon reasonable prior notice during normal business hours, to their all employees, offices, properties, booksagreements, Tax ReturnsGovernment Contracts, Government Bids, records, employees books and auditorsaffairs of the Spinco Companies, in each case to the extent relating to the Spinco Business prior to the Distribution Effective Time, and provide copies of such information as Parent may reasonably necessary request for Purchaser any proper purpose, including in connection with (A) any judicial, quasi-judicial, administrative, audit or arbitration proceeding, (B) the preparation of any financial statements or reports and (C) the defense or pursuit of any claims, allegations or actions that relate to or may relate to any Excluded Assets, Excluded Liabilities or Indemnified Claims; and (ii) use reasonable best efforts to cooperate in the defense or pursuit of any Excluded Asset or Excluded Liability or any claim or action that relates to occurrences involving the Spinco Business or the Parent Business prior to the Distribution Date; provided that Parent shall reimburse the Spinco Companies for any reasonable out-of-pocket expenses (including fees and expenses of attorneys, accountants and other agents or representatives) incurred by Spinco Companies in connection with any such defense, claim or action. Parent agrees to treat and hold as confidential all information provided or otherwise made available to it or any of its affiliates Representatives under this Section 5.02(b) in connection accordance with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any provisions of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliatesSection 5.04. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers (a) From the Effective Date until the Closing, Seller shall, and shall cause their affiliates (including Companies) each Company to, during the period prior to the Closing : (i) afford to Purchaser Buyer and its representatives Representatives reasonable access, upon reasonable notice during normal business hours, access to and the right to inspect all of the properties, facilitiesassets, bookspremises, Contractsbooks and records, Tax Returns Contracts and records of the Companies other documents and the Sellers (but only data related to the extent they relate to the Business, the Purchased Assets and the Subject Shares), each Company with prior written notice; (ii) furnish promptly Buyer and each of its Representatives with such financial, operating and other data and information related to Purchaser, at Purchaser’s expense, each Company as Buyer or any information concerning the Business as Purchaser of their Representatives may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel Representatives of Seller and financial advisors each Company to cooperate with Buyer in its investigation of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies in connection with their compliance with this Section 5.02(a). (a) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliatesCompanies. (b) The Sellers shallFrom the Effective Date until the Closing, Buyer, Seller and each Company agrees that the collection, use and disclosure of Personal Data by each party hereto in respect of the transaction before this transaction is effective is restricted to those purposes that relate to whether to proceed with, carry out and complete the transaction. In the event a party hereto collects, uses or discloses Personal Data before the transaction is effective, such party will protect such Personal Data with security safeguards appropriate to its sensitivity. If the transaction does not proceed, such party that has received such Personal Data shall return it to the disclosing party, or destroy it, within a reasonable time, as requested by the disclosing party. (c) Promptly, and in any event within 45 days of the Closing, Seller shall cause deliver to Buyer, audited financial statements for and financial information for each of the Companies, in each case in compliance with ASPE and otherwise in a form acceptable to Buyer, such that Buyer can meet their affiliates toreporting obligations to the United States Securities and Exchange Commission. (d) After the Closing, maintain to the books extent Seller receives any cash or other consideration on account of the Company Business, Seller covenants and records retained agrees to hold such amount in trust for the benefit of Buyer, and to promptly notify Buyer of its receipt of such cash or other consideration and pay such amounts to an account of Buyer as directed by them Buyer. (e) If, at any time after the Closing, any further action is necessary or desirable to carry out the purposes of this Agreement and to vest the Buyer with full right, title and possession to the Purchased Shares, and indirectly, to the US Shares, and to transition to Buyer the Company Business, Seller agrees to take, and will take, all such lawful and necessary action required to so do or that Buyer otherwise reasonably requests to carry out and give effect to Seller’s agreements and undertakings pursuant to this Agreement, including providing Buyer access to and use of Seller’s time collection database relating to the CompaniesCompany Business and providing Buyer access to, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy inspect and copies of such books books, records, documents, data and records in their sole discretion, subject other information relating to the requirements Company Business as Buyer may reasonably request (including payroll records, invoices and tax-related information relating to the Company Business and in the possession of applicable Law.Seller). In furtherance thereof, Seller hereby agrees to execute and deliver, or cause to be executed and delivered, such further instruments or documents, in a form reasonably satisfactory to Buyer, or take such other action as may be necessary to carry out the transactions contemplated hereby. ​

Access to Information; Cooperation. The Sellers shall, Company shall (and shall cause their affiliates (including Companieseach Company Subsidiary to) toafford to the officers, employees, accountants, counsel and other representatives of Purchaser, reasonable access, during normal business hours, during the period prior to the Closing (i) afford to Purchaser and its representatives reasonable access, upon reasonable notice during normal business hoursEffective Time, to all of the properties, facilities, books, Contractscontracts, Tax Returns commitments and records of the Companies Company and the Sellers (but only Company Subsidiaries. Prior to Closing, Purchaser and such representatives will hold any such information which is non-public in confidence in accordance with the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation provisions of the Acquisition; providedexisting confidentiality agreement between the Company and Purchaser dated as of January 25, however, that such access does not unreasonably disrupt 2000 (the normal operations of "CONFIDENTIALITY AGREEMENT"). So long as the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket costs and expenses incurred by Sellers of the Company and/or the Company Subsidiaries in connection therewith are Special Costs, the Company agrees to provide reasonable cooperation, and to cause the Companies Company Subsidiaries and its and their respective officers, employees and representatives to provide reasonable cooperation in connection with their compliance with this Section 5.02(a). (a) On and after the arrangement of the financing to be consummated at the Closing Datein respect of the transactions contemplated by this Agreement, subject to Section 5.03(a)including, the Sellers shallwithout limitation, participation in meetings, due diligence sessions and road shows, and shall cause their affiliates todrafting sessions for the preparation of offering memoranda, afford promptly private placement memoranda, prospectuses and similar documents. The Company agrees to Purchaser cooperate and its representativestake all requisite actions prior to the Closing Date to merge, at Purchaser’s expenseform, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case consolidate or alter the structure of the transactions herein contemplated to the extent reasonably necessary desirable in Purchaser's judgment for Purchaser 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 its affiliates 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 any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliatesClosing. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers From the date hereof until the Closing, Seller shall, and shall cause their affiliates (including Companies) the Company and each of its Subsidiaries to, during (a) afford Buyer, its Financing Sources and its and their Representatives reasonable access to and the period prior right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to the Closing 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) afford to Purchaser and its representatives reasonable access, upon reasonable notice during normal business hours, to all participating in due diligence sessions with the properties, facilities, books, Contracts, Tax Returns and records of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares)Financing Sources, (ii) furnish promptly 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 Purchaserany real property collateral and agreements by Seller to allow the Financing Sources to use the assets subject to the Equipment Lease, at Purchaser’s expense, any information 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 Business 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 Purchaser may reasonably requestrequested by Buyer on behalf of the Financing Sources, in each case(iv) taking all corporate actions, subject to the extent related occurrence of the Closing, necessary to permit the consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt Financing and to permit the normal operations of proceeds thereof to be made available to the Business and shall not include any sampling of environmental mediaCompany, including but not limited entering into one or more credit agreements, indentures and/or other instruments on terms satisfactory to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies Buyer in connection with their compliance with this Section 5.02(a). (a) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditorsFinancing, in each case to be effective immediately prior to the Closing to the extent reasonably necessary for Purchaser direct borrowings or debt incurrence by the Company is contemplated in the Financing. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and the 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 such manner as not to interfere unreasonably with the conduct of the 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 contrary in this Section 5.02, nothing in this Section 5.02 shall require Seller to provide Buyer, its Affiliates, or any Representatives of Buyer 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 in connection with any audit, investigation, dispute or litigation relating Affiliates (except for information pertaining to any Company, tax attributes or tax positions applicable to the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller Company or any of their affiliates; providedSubsidiary), further, that such access does or otherwise not unreasonably disrupt pertaining to the normal operations business or assets of the Sellers or their affiliatesCompany. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers shallUpon reasonable notice, and the Seller shall cause the Company and each Subsidiary and each of their affiliates (including Companies) respective employees, representatives, accountants and counsel to, during the period prior to the Closing : (i) from the Signing Date until the Closing, (A) afford to the Purchaser and its authorized representatives reasonable accessaccess to the offices, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns properties and books and records of the Companies Company and the Sellers Subsidiaries, including the Company Insurance Policies, and (but only B) furnish to the extent they relate officers, employees and representatives of the Purchaser such additional financial and operating data (including in relation to payroll, employee benefits and information technology) and other information regarding the BusinessBusiness (or copies thereof) as the Purchaser may from time to time reasonably request, the Purchased Assets and the Subject Shares), (ii) from the Closing until the Second Closing, (A) afford the Purchaser and its authorized representatives reasonable access to the offices, properties and books and records of LiveTV Satellite, including the Company Insurance Policies relating to LiveTV Satellite, and (B) furnish promptly to Purchaserthe officers, at Purchaser’s expenseemployees and representatives of the Purchaser such additional financial and operating data (including in relation to payroll, any employee benefits and information concerning technology) and other information regarding the LiveAero Business (or copies thereof) as the Purchaser may from time to time reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that any such access does or furnishing of information pursuant to the immediately preceding clause (i) or (ii) shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of personnel of the Seller or any representatives or designees of the Seller, and in such a manner as not unreasonably disrupt to interfere with the normal operations of the Business and shall not include any sampling of environmental mediaor, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct following the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies in connection with their compliance with this Section 5.02(a). (a) On and after the Closing Date, subject to Section 5.03(a)Closing, the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the LiveAero Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that this Section 5.02 shall not require the Seller to create any information that does not already exist at the time of such request (other than to convert existing information from one medium to another). Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required, nor shall the Seller be required to cause the Company or any Subsidiary, to provide any such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to disclose any information to the CompaniesPurchaser if such disclosure would, in the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole Seller’s reasonable discretion, subject (A) jeopardize any attorney-client or other legal privilege, (B) contravene any applicable Laws or binding agreement entered into prior to the requirements of applicable LawSigning Date or (C) cause competitive harm to the Business if the transactions contemplated hereby were not consummated.

Access to Information; Cooperation. (a) The Sellers shall, and Seller shall cause the Company, the Subsidiaries and their affiliates (including Companies) torespective officers, during directors, representatives, agents and Business Employees to afford, from the period prior date of this Agreement to the Closing (i) afford to Date, the officers, employees, accountants, attorneys and other representatives and agents of the Purchaser and its representatives Purchaser Parent reasonable access, upon reasonable notice prior written notice, during normal regular business hours, to all the premises and designated officers, employees and agents, properties, facilities, books, Contracts, records and work papers of the Company and the Subsidiaries (including any Tax Returns and records of or other Tax-related information pertaining to the Companies Company and the Sellers (but only to Subsidiaries), and shall furnish the extent they relate to the Business, the Purchased Assets Purchaser and the Subject Shares)Purchaser Parent such financial, (ii) furnish promptly to operating and other information and data, as the Purchaser, at Purchaser’s expensethrough its officers, any information concerning the Business as Purchaser accountants, attorneys, and other employees or agents, may reasonably request, all subject to any confidentiality provisions set forth in each caseany contracts or agreements by which the Company or a Subsidiary is bound, and pursuant to Section 5.14(a). (b) No investigation or communication pursuant to this Section 5.02 shall affect or add to any representations or warranties of the parties or the conditions to the extent related to consummation obligations of the Acquisition; providedparties to consummate the Transactions. (c) Without limiting the generality of Section 5.02(a), howeverprior to the Closing, that such access does not unreasonably disrupt the normal operations each of the Business Seller Parent and the Seller shall use, and shall not include any sampling of environmental mediacause the Company and the Subsidiaries to use, commercially reasonable efforts to cause the senior management personnel and advisors, including but not limited to soillegal and accounting advisors and auditors, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers Seller Parent, Seller and the Companies Company to provide such cooperation as is reasonably cooperate requested by the senior management personnel of the Purchaser Parent in connection with the financing by Purchaser Parent of the transactions provided for in this Agreement and the due diligence review of the Company and the Subsidiaries by Purchaser Parent’s financing sources, including commercially reasonable efforts to cause senior management personnel of Purchaser Parent, Purchaser and the Company to be available at reasonable times, at reasonable locations in the New York metropolitan area, and on reasonable prior notice to meet with prospective lenders in presentations, meetings, and due diligence sessions with respect to Seller Parent’s financing of said transactions, the foregoing; providedpreparation of documents for said financing and the preparation of related marketing material, howeverdisclosure documents, that projections, legal opinions and consents of auditors. The Purchaser Parent shall be responsible for pay all of the Seller Parent’s reasonable out-of-pocket expenses incurred by Sellers in connection therewith. (d) Prior to the Closing, each of the Seller Parent and the Companies Seller shall provide, and shall cause the Company and the Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, employees, representatives and advisors of the Seller Parent, the Seller, the Company and the Subsidiaries to, provide such cooperation as is reasonably requested by the Company’s nationally recognized independent accounting firm in connection with their compliance with this the audit contemplated by Section 5.02(a7.03(i). (ae) On The Seller shall use commercially reasonable efforts after the Closing Date to cause the auditors referred to in Section 7.03(i) to consent to the inclusion of the audited financial statements referred to in Section 7.03(i) in any registration statement filed by the Purchaser Parent or any of its subsidiaries (the “Issuer”) with the Securities and Exchange Commission (the “SEC”), and the Purchaser Parent shall pay all Seller Parent’s reasonable out-of-pocket expenses incurred in connection therewith. The Seller Parent shall use commercially reasonable efforts to cause the aforesaid auditors to cooperate with the Issuer in resolving any comments on the audited financial statements referred to in Section 7.03(i) by the staff of the SEC, and the Purchaser Parent shall pay all of the Seller Parent’s reasonable out-of-pocket expenses incurred in connection therewith. (f) For a period of at least seven (7) years after the Closing Date, subject to Section 5.03(a), the Sellers shall, and Purchaser shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares either (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (bi) The Sellers shall, and shall cause their affiliates to, maintain retain the books and records retained by them and relating to of the Companies, the Business, the Purchased Assets, the Assumed Liabilities Company and the Subject Shares, for at least five years after which Subsidiaries and shall provide the Sellers Seller and their affiliates shall have the right its representatives and Affiliates with reasonable access to maintain and/or destroy such books and records during normal business hours upon reasonable prior written notice for any reasonable business purpose specified in their such written notice or (ii) shall afford the Seller a reasonable opportunity a the Seller’s sole discretion, subject expense to take possession of such books and records. (g) Prior to the requirements Closing, the Seller Parent shall, at its own expense, cause the removal of applicable Lawall liens relating to Taxes on the stock or other equity interests, as the case may be, of the Company or any of the Subsidiaries, if any such liens are then outstanding.

Access to Information; Cooperation. (a) The Sellers shall, and shall cause their affiliates (including Companies) to, during the period prior to the Closing (i) afford to Purchaser and its representatives reasonable access, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns and records of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies in connection with their compliance with this Section 5.02(a). (ab) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or CLI-2060753v12 any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (bc) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers shall(a) From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and shall cause their affiliates (including Companies) tosubject to Applicable Law and the Confidentiality Agreement, during the period prior to the Closing Sellers will (i) afford to Purchaser give the Purchasers, their counsel and its representatives reasonable accessother authorized Representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to all the properties, facilitiesassets, booksbooks and records, Contracts, Tax Returns contracts and records other documents of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaserthe Purchasers, at Purchaser’s expense, any their counsel and other authorized Representatives such financial and operating data and other information concerning relating to the Business as Purchaser such Persons may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, independent accountants, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser the Purchasers in their investigation of the Business. Notwithstanding the foregoing, the Purchasers and their agents shall not have access to any properties of the Sellers or their respective Affiliates 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. Without prior written consent of the Sellers (which consent shall not be unreasonably withheld, delayed, or conditioned) and in coordination with the Sellers, the Purchasers and their Affiliates shall not, prior to the Closing Date, contact any client, vendor or supplier of any Seller or its Affiliates with respect to the foregoing; provided, however, that Purchaser shall be responsible Business or with respect to any aspect of the transactions contemplated under this Agreement (for the reasonable out-of-pocket expenses incurred by Sellers avoidance of doubt, this covenant shall not prohibit employees of the Business from continuing to operate the Business, and performing their duties as employees of the Companies Business, in connection with their compliance with this Section 5.02(athe ordinary course). (ab) On From and after the Closing Date, and subject to Section 5.03(aApplicable Law and the confidentiality obligations contained herein, upon request (provided, that such a request may be denied by the Purchasers in their reasonable discretion save that the Purchasers shall not refuse such a request on the grounds of cost/effort alone to the extent the Sellers agree to be liable for any reasonable out of pocket expenses incurred by the Purchasers in complying with such a request), the Sellers shall, and shall cause their affiliates to, each Purchaser will afford promptly to Purchaser each Seller and its representatives, at Purchaser’s expense, authorized Representatives reasonable access, upon reasonable notice during normal business hours, access to their the Companies’ and Company Subsidiaries’ properties, books, Tax Returns, records, employees and auditors, in each case auditors (i) to the extent reasonably necessary requested to permit such Seller or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date or (ii) in connection with any action, lawsuit, proceeding, investigation or other claim related to the conduct or ownership of the Business for which such Seller or such Affiliate has retained any liability under this Agreement. Unless otherwise consented to in writing by the Sellers, the Purchasers shall not, and shall not permit any Company or Company Subsidiary to, for a period of seven (7) years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of any Company or Company Subsidiary for any period on or prior to the Closing Date without first giving reasonable prior written notice to the Sellers and offering to surrender to the Sellers such books and records or any portion thereof which the applicable Purchaser or the applicable Company (or any of its Company Subsidiaries) may intend to destroy, alter or dispose of. (c) From and after the Closing Date, and subject to Applicable Law and the confidentiality obligations contained herein, upon request (provided, that such a request may be denied by the Sellers in their reasonable discretion save that the Sellers shall not refuse such a request on the grounds of cost/effort alone to the extent the Purchasers agree to be liable for any reasonable out of pocket expenses incurred by the Sellers in complying with such a request), each Seller will afford promptly to each Purchaser and its authorized Representatives reasonable access each member of the Seller Group’s properties, books, records, employees and auditors with respect to periods prior to the Closing (i) to the extent requested to permit such Purchaser or any of its affiliates Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date or (ii) in connection with any auditaction, investigationlawsuit, dispute proceeding, investigation or litigation relating other claim related to any Companythe conduct or ownership of the Business. Unless otherwise consented to in writing by the Purchasers, the BusinessSellers shall not, for a period of seven (7) years following the Purchased AssetsClosing Date, the Assumed Liabilities destroy, alter or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or otherwise dispose of any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating of any member of the Seller Group to the Companies, extent it relates to the Business, Business for any period on or prior to the Purchased Assets, Closing Date without first giving reasonable prior written notice to the Assumed Liabilities Purchasers and offering to surrender to the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy Purchasers such books and records or any portion thereof which the applicable Seller or the member of the Seller Group may intend to destroy, alter or dispose of. (d) In furtherance of the foregoing, from and after the Closing Date, the Purchasers will provide and, as applicable, cause their respective employees and Affiliates and their employees to provide, commercially reasonable cooperation with requests by or on behalf of any Seller pursuant to Section 7.2(b); provided that, notwithstanding the foregoing, the Purchasers will only be obligated to cause any Person to cooperate with the Sellers pursuant to this Section 7.2(d) if and for so long as the Purchasers are capable of directing the actions of such Person. (e) Any access granted to either party or its Representatives pursuant to this Section 7.2 shall be conducted in their sole discretionsuch manner as not to interfere unreasonably with the conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 7.2 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, subject but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other party or its Representatives in connection therewith. (f) Notwithstanding anything to the requirements contrary contained herein, nothing in this Section 7.2 shall require (i) the Sellers or the Purchasers, as applicable, to provide the other party or its Representatives with access to (A) personnel records of applicable Lawemployees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, is sensitive or the disclosure of which could subject such party or its Affiliates to risk of liability, or (B) information the disclosure of which, in the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations to which such party or any of its Affiliates is bound, or (y) would reasonably be expected to result in the forfeiture or waiver of any attorney-client or similar privilege; provided, that in the case of this clause (y), the disclosing party shall use reasonable best efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in the forfeiture or waiver of any such attorney-client or similar privilege, or (ii) either party’s independent accountants to make available to the other party or its Representatives any work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants.

Access to Information; Cooperation. The Sellers shall(a) Prior to the Closing, Purchaser shall be entitled, through its officers, employees and shall cause their affiliates representatives (including Companies) to, during the period prior to the Closing (i) afford to Purchaser its legal advisors and its representatives reasonable access, upon reasonable notice during normal business hoursaccountants), to all make such investigation of the properties, facilities, books, Contracts, Tax Returns businesses and operations of the Companies and the Sellers (with respect to the Business) and such examination of the books and records of the Companies and the Sellers (but only to the extent they relate with respect to the Business, the Purchased Assets ) as it reasonably requests and the Subject Shares), (ii) furnish promptly to Purchaser, at that is reasonably necessary in connection with Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that obligations under this Agreement. Any such access does not unreasonably disrupt the normal operations of the Business investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall not include any sampling of environmental mediabe subject to restrictions under applicable Law. Sellers shall cause the officers, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel consultants, agents, accountants, attorneys and financial advisors other representatives of each Seller and each Company to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with the Sellers and the Companies and their respective representatives and shall use its reasonable efforts to reasonably cooperate minimize any disruption to the Business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require any Seller or any Company to disclose information (i) subject to attorney-client privilege, (ii) in conflict with Purchaser any confidentiality obligations to which any Seller or any Company is bound, (iii) which would constitute a violation of the Antitrust Laws or (iv) that relates to the process conducted by Parent with respect to the foregoing; providedsale of the Business including, howeverwithout limitation, that any materials received from any third parties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Seller Representative, which may be withheld for any reason, (i) Purchaser shall be responsible for not, outside of its ordinary course of business consistent with conduct prior to the reasonable out-date hereof and in no way involving matters contemplated by this Agreement, contact any suppliers to, or customers of-pocket expenses incurred by Sellers , the Company, and (ii) Purchaser shall have no right to perform invasive or subsurface investigations of the Companies in connection with their compliance with this Section 5.02(a)properties or facilities of any Seller or any Company. (ab) On and For a period of two (2) years after the Closing DateClosing, Purchaser will give the Sellers reasonable access during Purchaser’s regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to Section 5.03(a), the Sellers shall, restrictions under applicable Law to books and shall cause their affiliates to, afford promptly records transferred to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser the preparation of financial statements, Regulatory Filings or any Tax Returns of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; providedAffiliates in respect of periods ending on or prior to Closing, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (b) in connection with any Legal Proceedings. The Sellers shallshall be entitled, at their sole cost and shall cause their affiliates toexpense, maintain to make copies of the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right they are entitled to maintain and/or destroy such books and records in their sole discretion, subject access pursuant to the requirements of applicable Lawthis Section 8.1(b).

Access to Information; Cooperation. The Sellers shallFor a period of five years after the Closing Date, the Purchaser and Target Group Members shall grant the Sellers’ Representative, on behalf of the Seller Parties, and shall cause their affiliates (including Companies) her Representatives, at the Sellers’ Representative’s sole expense and reasonable request, reasonable access during normal business hours and under reasonable circumstances to, during and the right to make copies of (at its sole expense), those records and documents covering any period prior to the Closing (i) afford related to Purchaser the Target Group that are in the Purchaser’s possession or control, as may be reasonably necessary for litigation, tax contests, preparation of financial statements, and its representatives reasonable access, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns and records of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation of the Acquisitionaudits; provided, however, that such access does shall not unreasonably disrupt interfere with the normal business and operations of the Business Target Group and shall not include any sampling of environmental media, including but not limited subject to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies in connection with their compliance with this Section 5.02(a). (a) On and applicable Law. If the Purchaser elects to dispose of any of such records within five years after the Closing Date, subject to Section 5.03(aDate (or longer if required by applicable Law), the Sellers shallPurchaser shall first give the Sellers’ Representative sixty days written notice, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to which period the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates Sellers’ Representative shall have the right to maintain and/or destroy take such books and records in their at the Sellers’ sole discretionexpense, subject but without payment of consideration. Notwithstanding anything to the requirements contrary herein, (a) this provision shall not require the Purchaser or the Target Group to permit any access, or to disclose any information, that in the reasonable judgment of applicable the Purchaser would reasonably be expected to result in (i) the disclosure of any trade secrets of third parties or a violation of any of its obligations with respect to confidentiality, (ii) the loss of attorney-client privilege with respect to such information or (iii) a Governmental Authority alleging that providing such information violates antitrust Law, and (b) the Target Group shall not be required to furnish or otherwise make available competitively sensitive information relating to areas of the Target Group’s businesses in which any Seller Party competes against the Target Group; provided that, the Purchaser shall provide notice of any information so withheld and (A) reasonably cooperate with the Purchaser in good faith to develop substitute arrangements that would not reasonably be expected to result in the loss of privilege or violate such obligation or Law, (B) reasonably cooperate with the Seller’s Representative in good faith to enter into appropriate and customary joint defense or similar arrangements so that the Sellers’ Representative and its Representatives may have reasonable access to such information and (C) use commercially reasonable efforts to obtain any necessary consent or waiver of the counterparty to the Contract prohibiting such access or furnishing of such information, in each case as applicable.

Access to Information; Cooperation. The Sellers shall, From and shall cause their affiliates after the date hereof and until the date that is eighteen (including Companies18) to, during the period prior to months following the Closing (i) afford to Purchaser Date, Seller shall permit Buyer and its representatives reasonable access, upon reasonable notice during normal business hoursand agents, to all make such investigation of the assets, properties, facilities, business and operations of Seller and such examination of the books, Contractsrecords, Tax Returns financial condition and records operations of the Companies Seller and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably requestits Affiliates, in each case, to the extent reasonably related to consummation of the AcquisitionAcquired Assets or the Assumed Liabilities, as Buyer may reasonably request; provided, however, provided that such access does consultation shall not unreasonably disrupt the normal operations Seller’s operations. Any such investigation and examination shall be conducted at reasonable times, on reasonable prior notice and under reasonable circumstances 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 business and shall not include any sampling affairs of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to Seller reasonably cooperate with Purchaser with respect related to the foregoing; providedAcquired Assets or the Assumed Liabilities, howeverSeller shall furnish, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers at Buyer’s cost and the Companies in connection with their compliance with this Section 5.02(a). (a) On and after the Closing Date, subject to Section 5.03(a)expense, the Sellers shall, representatives of Buyer during such period with all such information and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case copies of such documents reasonably related to the extent reasonably necessary for Purchaser Acquired Assets or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, 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 Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliatesAcquired Assets; provided, further, that Seller shall not 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 Transaction. Seller shall use commercially reasonable efforts to cause its officers, employees, consultants, agents, accountants and attorneys to cooperate fully with such access does representatives in connection with such review and examination. Notwithstanding the foregoing, but subject to Section 6.9, Seller shall not unreasonably disrupt be obligated to provide any information, documents or materials or take any other action that would violate the normal operations provisions of the Sellers or their affiliates. any applicable Laws (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and including without limitation those relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Lawexport controls).

Access to Information; Cooperation. The Sellers From the date of this Agreement until the Closing, Seller shall, and shall cause the Company to: (a) afford Purchasers and their Representatives reasonable access to and the right to inspect all of the properties, assets, premises, books and 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; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of the Business. All requests by Purchasers for access pursuant to this Section 5.03 shall be submitted or directed exclusively to Xxxxxxx Xxxxxx or Xxxxx Xxxxxxx or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in 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, without the prior written consent of Seller, which may be withheld for any reason, Purchasers shall not contact any suppliers to, or customers of, the Company. Purchasers shall, and shall cause their affiliates (including Companies) Representatives to, during abide by the period prior to the Closing (i) afford to Purchaser and its representatives reasonable access, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns and records terms of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser Confidentiality Agreement with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies in connection with their compliance with any access or information provided pursuant to this Section 5.02(a). (a) On 5.03. From the date of this Agreement to the Closing, Seller and after the Closing DatePurchasers shall cooperate, subject to Section 5.03(a), the Sellers shall, as and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates requested by the other party, in connection with any auditmatters related to this Agreement and the transactions contemplated hereby, investigationincluding the preparation of financial statements of the Company. Purchasers or Seller, dispute or litigation relating as applicable, shall pay the expenses of the entities that provide such cooperation and of their respective officers, directors, employees and agents reasonably incurred in connection with providing such cooperation, but shall not be responsible to any Company, reimburse the Business, the Purchased Assets, the Assumed Liabilities entities providing such cooperation for their time spent in such cooperation or the Subject Shares (subject to salaries or costs of fringe benefits or similar expenses paid by the entities providing such assurancescooperation to their respective officers, releasesdirectors, indemnities employees or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt agents while assisting in the normal operations of the Sellers or their affiliatesforegoing. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers shall(a) From the date hereof until the Closing Date (or, if earlier, the termination of this Agreement), and shall cause their affiliates (including Companies) tosubject to Applicable Law and the Confidentiality Agreement, during the period prior to the Closing Exxxxxx will (i) afford give Ruby, its counsel and other authorized Representatives reasonable access to Purchaser and its representatives reasonable accessthe assets, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contractsrecords, Tax Returns data, datasets, information, files, papers and records employees of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to PurchaserRuby, at Purchaser’s expense, any its counsel and other authorized Representatives such financial and operating data and other information concerning relating to the Business as Purchaser such Persons may reasonably request, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air request and (iii) instruct the employees, independent accountants, counsel and financial advisors of the Sellers and the Companies Exxxxxx to reasonably cooperate with Purchaser Rxxx in its investigation of the Business. Notwithstanding the foregoing, Ruby and its agents shall not have access (A) prior to the Closing, to any properties of the Business, including the Purchased Assets and Real Property, for purposes of conducting any sampling or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (B) to any information to the extent relating to any Retained Business (provided that, with respect to any Commingled Books and Records, Exxxxxx shall use commercially reasonable efforts to make substitute disclosure arrangements (which may include redacting information to the extent related to the Retained Business) in order to provide Ruby reasonable access to the portion of such Commingled Books and Records related to the Business) or (C) to any Exxxxxx Tax Records. (b) From the Closing Date until the earlier of (x) seven years following the Closing Date, (y) an IPO (as defined in the JV NewCo GP LLC Agreement) and (z) a Change of Control Sale (as defined in the JV NewCo LP Agreement), and subject to Applicable Law and Sections 5.02(b) and 6.05(b), upon request, Exxxxxx will afford promptly to JV NewCo, Ruby and their respective authorized Representatives reasonable access to its assets, properties, books, records and employees (i) to the extent necessary to permit JV NewCo or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date with respect to the foregoing; providedBusiness, howeverthe Emerald Entities, that Purchaser the Purchased Assets or the Assumed Liabilities, (ii) in connection with any Action related to the Business, the Emerald Entities, the Purchased Assets or the Assumed Liabilities, and (iii) reasonably necessary or desirable in order to determine any matter relating to Ruby’s or JV NewCo’s rights and obligations hereunder or otherwise in connection with its tax, regulatory, litigation, contractual or other legitimate matters. (c) From the Closing Date until the earlier of (x) seven years following the Closing Date, (y) an IPO (as defined in the JV NewCo GP LLC Agreement) and (z) a Change of Control Sale (as defined in the JV NewCo LP Agreement), and subject to Applicable Law and Section 5.02(b), upon request, JV NewCo will afford promptly to Exxxxxx and its authorized Representatives reasonable access to its assets, properties, books, records and employees (i) to the extent necessary to permit Exxxxxx or any of its Affiliates to comply with their financial reporting, accounting or auditing obligations with respect to any period ending before the Closing Date with respect to the Business or the Excluded Assets or Excluded Liabilities, (ii) in connection with any Action related to either the Excluded Assets or Excluded Liabilities, and (iii) reasonably necessary or desirable in order to determine any matter relating to Exxxxxx’x rights and obligations hereunder or otherwise in connection with its tax, regulatory, litigation, contractual or other legitimate matters. (d) Any access granted to a party or its Representatives pursuant to this Section 5.10 shall be responsible for conducted in such manner as not to interfere unreasonably with the reasonable conduct of the business of the party granting such access. The party to whom such access or other cooperation is granted pursuant to this Section 5.10 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by Sellers and the Companies other parties or their Representatives in connection with their compliance with this Section 5.02(a)therewith. (ae) On and after Notwithstanding anything to the Closing Datecontrary contained herein, subject nothing in this Section 5.10 shall require (A) Exxxxxx, or Ruby or JV NewCo, as applicable, to Section 5.03(a)provide each other party or its Representatives with access to (i) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in the disclosing party’s good faith opinion, the Sellers shall, and shall cause their affiliates to, afford promptly disclosure of which would violate Applicable Law or other Privacy Requirement or could subject such party or its Affiliates to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditorsrisk of liability or (ii) information the disclosure of which, in each case the disclosing party’s good faith opinion (x) would conflict with confidentiality obligations or Privacy Requirement to the extent reasonably necessary for Purchaser which such party or any of its affiliates Affiliates is bound or (y) would reasonably be expected to result in connection with the forfeiture or waiver of any audit, investigation, dispute attorney-client or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require)similar privilege; provided, howeverthat, in the case of this clause (y), the disclosing party shall use commercially reasonable efforts to provide each other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in the forfeiture or waiver of any such investigationattorney-client or similar privilege, dispute or litigation does not involve (B) any Seller party’s independent accountants to make available to any other party or its Representatives any of their affiliates; provided, further, that work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access does not unreasonably disrupt the normal operations of the Sellers or their affiliatesto work papers in form and substance reasonably acceptable to such independent accountants. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers shall, and shall cause their affiliates (including Companiesa) to, during From the period prior to date hereof until the Closing Date (or, if earlier, the termination of this Agreement), but subject to Applicable Law and the Confidentiality Agreement, Seller and its Affiliates will (i) afford give Buyer, its counsel and other authorized Representatives reasonable access to Purchaser and its representatives reasonable access, upon reasonable notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns books and records of the Companies and the Sellers (but only to the extent they relate to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to PurchaserBuyer, at Purchaser’s expense, any its counsel and other authorized Representatives such financial and operating data and other information concerning relating to the Business as Purchaser such Persons may reasonably request, (iii) in each caseaccordance with Section 5.08, give Buyer and its authorized Representatives reasonable access to the extent related to consummation key Business Employees for purposes of the Acquisition; providedpreparing post-Closing employee retention programs, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iiiiv) instruct the employees, counsel and financial advisors of the Sellers Seller and the Companies its Affiliates to reasonably cooperate with Purchaser Buyer in its investigation of the Business. For the avoidance of doubt, the Confidentiality Agreement shall remain in effect in accordance with respect its terms, and such information, and all information provided pursuant to this Section 7.05 shall be treated as “Confidential Information” pursuant to the terms of the Confidentiality Agreement. Notwithstanding the foregoing; provided, howeverBuyer, that Purchaser its counsel and other authorized Representatives and its other agents shall not have access to (A) any information where such access or disclosure would, in the good faith judgment of Seller, in light of COVID-19 or COVID-19 Events, be responsible unreasonable or jeopardize the health and safety of any Business Employee, (B) any properties of the Business, including the Leased Real Property, for purposes of conducting any sampling or other invasive investigation, including of the reasonable out-of-pocket expenses incurred by Sellers and air, soil, soil gas, surface water, groundwater, building materials or other environmental media, (C) any information to the Companies in connection with their compliance with this Section 5.02(a)extent relating to the Retained Business or (D) Seller Tax Records. (ab) On From and after the Closing Date, and subject to Section 5.03(aApplicable Law, Buyer will preserve and maintain the books and records of the Business transferred from Seller to Buyer pursuant to the transactions contemplated hereby held by it for a period of five (5) years after the Closing Date (other than the books and records related to Taxes, which shall be held by it for a period of seven (7) years), and otherwise in accordance with its internal document retention policies and practices. Notwithstanding the Sellers shallforegoing, Xxxxx may dispose of any such books and records during such five (5) year period if such books and records are first offered in writing to Seller and not accepted by Seller within thirty (30) days of such written offer. Buyer shall not be required to retain such books and records for which Seller has been provided with a copy. Upon prior written request, and shall cause their affiliates toonly for the purposes set forth in this Section 7.05(b), afford promptly to Purchaser Buyer will provide Seller and its representatives, at Purchaser’s expense, authorized Representatives reasonable access, upon reasonable notice during normal business hours, access to their the properties, books, Tax Returns, records, employees and auditorsauditors of the Business to the extent such information is not competitively sensitive (i) to the extent requested to permit Seller or any of its Affiliates to comply with their financial reporting, accounting, tax, litigation, contractual or auditing obligations with respect to the period prior to the Closing with respect to the Business, and (ii) in connection with any Action related to the conduct of the Business prior to the Closing and for which Seller or such Affiliate has retained liability under this Agreement. (c) Any access granted or cooperation provided pursuant to this Section 7.05 shall be conducted during regular business hours and in such manner as not to interfere unreasonably with the conduct of the business of the party granting such access or providing such cooperation. The party to whom such access or other cooperation is granted pursuant to this Section 7.05 shall bear all of the out-of-pocket costs and expenses (including attorneys’ fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred by the other party, its Affiliates or any of their Representatives in connection therewith. (d) Notwithstanding anything to the contrary contained herein, nothing in this Section 7.05 shall require (i) Seller or Buyer, as applicable, to provide the other party or its Representatives with access to (A) personnel records of employees relating to individual performance or evaluation records, medical histories or other information which, in each case the disclosing party’s good faith determination, is sensitive or the disclosure of which would violate Applicable Law or could subject such party or its Affiliates to risk of liability or (B) information the disclosure of which, in the disclosing party’s good faith determination, would conflict with contractual obligations to which such party or any of its Affiliates is bound, violate any Applicable Law or result in the forfeiture or waiver of any attorney-client or similar legal privilege; provided, that the parties hereto shall cooperate in good faith to develop substitute arrangements, to the extent reasonably necessary for Purchaser possible, that do not result in the violation of such Applicable Law, breach of such obligations or loss or reduction of such privilege, or (ii) either party’s independent accountants to make available to the other party or its Representatives any of its affiliates in connection with any audit, investigation, dispute or litigation work papers unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliatesto work papers in form and substance reasonably acceptable to such independent accountants. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers From the date hereof until the Closing, Seller shall, and shall cause their affiliates (including Companies) the Company and each of its Subsidiaries to, during the period prior to the Closing (ia) afford to Purchaser Buyer and its representatives Representatives reasonable access, upon reasonable notice access (which may include day-to-day access during normal business hours) to and the right to inspect all of the Real Property, to all the properties, facilitiesassets, bookspremises, Contractsbooks and records, Tax Returns Contracts and records of the Companies other documents and the Sellers (but only data related to the extent they relate Company and its Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business, the Purchased Assets and the Subject Shares), (ii) furnish promptly to Purchaser, at Purchaser’s expense, Company as Buyer or any information concerning the Business as Purchaser of its Representatives may reasonably request, ; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer and its Representatives in each case, to the extent related to consummation their investigation of the Acquisition; providedCompany and its Subsidiaries. Without limiting the foregoing, however, that such access does not unreasonably disrupt the normal operations Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Business Company and shall not include any sampling of environmental mediathe Real Property, including but not limited to soilthe collecting and analysis of samples of indoor or outdoor air, surface water, groundwatergroundwater or surface or subsurface land on, indoor air at, in, under or ambient air from the Company and (iii) instruct the employees, counsel and financial advisors Real Property. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Sellers and business of Seller or the Companies to reasonably cooperate with Purchaser with respect 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 foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred by Sellers and the Companies contrary in connection with their compliance with this Section 5.02(a). 5.02, nothing in this Section 5.02 shall require Seller to provide Buyer, its Affiliates, or any Representatives of Buyer any Tax Returns (aor supporting work papers and other documents) On and after the Closing Datefiled on a consolidated, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser combined or similar basis with Seller or any of its affiliates in connection with any audit, investigation, dispute or litigation relating Affiliates (except for information pertaining to any Company, tax attributes or tax positions applicable to the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller Company or any of their affiliates; providedSubsidiary), further, that such access does or otherwise not unreasonably disrupt pertaining to the normal operations business or assets of the Sellers or their affiliatesCompany. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. (a) The Sellers shall, and Seller shall cause the Company, the Subsidiaries and their affiliates (including Companies) torespective officers, during directors, representatives, agents and Business Employees to afford, from the period prior date of this Agreement to the Closing (i) afford to Date, the officers, employees, accountants, attorneys and other representatives and agents of the Purchaser and its representatives Purchaser Parent reasonable access, upon reasonable notice prior written notice, during normal regular business hours, to all the premises and designated officers, employees and agents, properties, facilities, books, Contracts, records and work papers of the Company and the Subsidiaries (including any Tax Returns and records of or other Tax-related information pertaining to the Companies Company and the Sellers (but only to Subsidiaries), and shall furnish the extent they relate to the Business, the Purchased Assets Purchaser and the Subject Shares)Purchaser Parent such financial, (ii) furnish promptly to operating and other information and data, as the Purchaser, at Purchaser’s expensethrough its officers, any information concerning the Business as Purchaser accountants, attorneys, and other employees or agents, may reasonably request, all subject to any confidentiality provisions set forth in each caseany contracts or agreements by which the Company or a Subsidiary is bound, and pursuant to Section 5.14(a). (b) No investigation or communication pursuant to this Section 5.02 shall affect or add to any representations or warranties of the parties or the conditions to the extent related to consummation obligations of the Acquisition; providedparties to consummate the Transactions. (c) Without limiting the generality of Section 5.02(a), howeverprior to the Closing, that such access does not unreasonably disrupt the normal operations each of the Business Seller Parent and the Seller shall use, and shall not include any sampling of environmental mediacause the Company and the Subsidiaries to use, commercially reasonable efforts to cause the senior management personnel and advisors, including but not limited to soillegal and accounting advisors and auditors, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers Seller Parent, Seller and the Companies Company to provide such cooperation as is reasonably cooperate requested by the senior management personnel of the Purchaser Parent in connection with the financing by Purchaser Parent of the transactions provided for in this Agreement and the due diligence review of the Company and the Subsidiaries by Purchaser Parent's financing sources, including commercially reasonable efforts to cause senior management personnel of Purchaser Parent, Purchaser and the Company to be available at reasonable times, at reasonable locations in the New York metropolitan area, and on reasonable prior notice to meet with prospective lenders in presentations, meetings, and due diligence sessions with respect to Seller Parent's financing of said transactions, the foregoing; providedpreparation of documents for said financing and the preparation of related marketing material, howeverdisclosure documents, that projections, legal opinions and consents of auditors. The Purchaser Parent shall be responsible for pay all of the Seller Parent's reasonable out-of-pocket expenses incurred by Sellers in connection therewith. (d) Prior to the Closing, each of the Seller Parent and the Companies Seller shall provide, and shall cause the Company and the Subsidiaries to, and shall use its commercially reasonable efforts to cause the respective officers, employees, representatives and advisors of the Seller Parent, the Seller, the Company and the Subsidiaries to, provide such cooperation as is reasonably requested by the Company's nationally recognized independent accounting firm in connection with their compliance with this the audit contemplated by Section 5.02(a7.03(i). (ae) On The Seller shall use commercially reasonable efforts after the Closing Date to cause the auditors referred to in Section 7.03(i) to consent to the inclusion of the audited financial statements referred to in Section 7.03(i) in any registration statement filed by the Purchaser Parent or any of its subsidiaries (the "Issuer") with the Securities and Exchange Commission (the "SEC"), and the Purchaser Parent shall pay all Seller Parent's reasonable out-of-pocket expenses incurred in connection therewith. The Seller Parent shall use commercially reasonable efforts to cause the aforesaid auditors to cooperate with the Issuer in resolving any comments on the audited financial statements referred to in Section 7.03(i) by the staff of the SEC, and the Purchaser Parent shall pay all of the Seller Parent's reasonable out-of-pocket expenses incurred in connection therewith. (f) For a period of at least seven (7) years after the Closing Date, subject to Section 5.03(a), the Sellers shall, and Purchaser shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares either (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (bi) The Sellers shall, and shall cause their affiliates to, maintain retain the books and records retained by them and relating to of the Companies, the Business, the Purchased Assets, the Assumed Liabilities Company and the Subject Shares, for at least five years after which Subsidiaries and shall provide the Sellers Seller and their affiliates shall have the right its representatives and Affiliates with reasonable access to maintain and/or destroy such books and records during normal business hours upon reasonable prior written notice for any reasonable business purpose specified in their such written notice or (ii) shall afford the Seller a reasonable opportunity a the Seller's sole discretion, subject expense to take possession of such books and records. (g) Prior to the requirements Closing, the Seller Parent shall, at its own expense, cause the removal of applicable Lawall liens relating to Taxes on the stock or other equity interests, as the case may be, of the Company or any of the Subsidiaries, if any such liens are then outstanding.

Access to Information; Cooperation. The Sellers (a) Subject to applicable Antitrust Laws, from the date hereof to the Closing Date, P&G shall, and shall cause their affiliates (including Companies) its Affiliates to, during the period prior to the Closing (i) afford to give Purchaser and its representatives Representatives reasonable access, upon reasonable prior notice during normal business hours, to all the properties, facilities, books, Contracts, Tax Returns books and records of the Companies and the Sellers (but only to the extent they relate relating to the Business, Pharmaceuticals Business (other than the Purchased Assets and the Subject SharesExcluded Assets), ; (ii) furnish promptly to PurchaserPurchaser and its Representatives such financial and operating data and other information relating to the Pharmaceuticals Business as such Persons may reasonably request and (iii) use its reasonable best efforts to obtain the assistance of P&G’s employees, at counsel, accountants and financial advisors in connection with P&G’s cooperation with Purchaser’s expense, any information concerning the Business as Purchaser may reasonably request, in each case, to the extent related to consummation investigation of the AcquisitionPharmaceuticals Business; provided, however, that such access does access, information requests and other cooperation do not unreasonably disrupt the normal operations of P&G or its affiliates or the Pharmaceuticals Business). Nothing contained in this Section 5.03(a) shall obligate P&G or its Affiliates to breach any duty of confidentiality owed to any person whether such duty arises contractually, statutorily or otherwise, or to waive any attorney-client privilege. Except as provided in the second sentence of Section 5.21, no investigation by Purchaser or other information received by Purchaser pursuant to this Section or otherwise shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by P&G hereunder. Nothing contained in this Section 5.03(a) shall obligate P&G or its Affiliates to breach any duty of confidentiality owed to any person whether such duty arises contractually, statutorily or otherwise, or to waive any attorney-client privilege. (b) Subject to applicable Antitrust Laws, after the Closing Date, each of the parties shall grant to the other such access to employees, financial records and other information in their possession related to their conduct of the Pharmaceuticals Business and such cooperation and assistance as shall not include be reasonably required to enable each of them to complete their legal, regulatory, stock exchange and financial reporting requirements and for any sampling of environmental mediaother reasonable business purpose, including but not limited to soilin respect of litigation and insurance matters, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser other than with respect to litigation or other disputes between the foregoing; provided, however, that Purchaser parties hereto. Each party shall be responsible promptly reimburse the other for the such other party’s reasonable out-of-pocket expenses incurred associated with requests made by Sellers and such first party under this Section 5.03(b), but no other charges shall be payable by the Companies requesting party to the other party in connection with their compliance such requests. P&G shall provide any consent or waiver reasonably required in order to permit Purchaser to engage the same counsel to represent Purchaser following the Closing in connection with this Section 5.02(a)Pharmaceuticals Business matters on which such counsel had represented P&G and its Affiliates prior to the Closing. (ac) On Purchaser acknowledges and after the Closing Date, subject agrees that (i) certain records may contain information relating to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser P&G and its representativesAffiliates other than the Transferred Subsidiaries, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliatesrespective divisions or businesses other than the Pharmaceuticals Business and that P&G may retain copies thereof and (ii) prior to making any records available to Purchaser, P&G may redact any portions thereof that relate to P&G and its Affiliates other than the Transferred Subsidiaries, or their respective divisions or businesses other than the Pharmaceuticals Business. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.

Access to Information; Cooperation. The Sellers shallFrom the date hereof until the earlier of the Closing or termination of this Agreement, subject to any applicable Legal Requirements, Seller and Seller’s Equityholders shall cause their affiliates (including Companiesa) toafford Buyer and its Representatives reasonable access to and the right to inspect all of the properties, during the period prior Assets, premises, books and records, Contracts and other documents and data related to the Closing (i) afford to Purchaser and Company, its representatives reasonable access, upon reasonable notice 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 all the propertiesCompany, facilities, books, Contracts, Tax Returns its Subsidiaries or the Business as Buyer or any of its Representatives may reasonably request; (c) instruct the Representatives of Seller and records Seller’s Equityholders to cooperate with Buyer in its investigation of the Companies Company, its Subsidiaries or the Business; and the Sellers (but only d) allow Buyer reasonable access to the extent they relate 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 Businessconduct of the Business or any other 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, the Purchased Assets warranty or agreement given or made by Seller or Seller’s Equityholders in this Agreement. The Company and the Subject Shares)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) furnish promptly allowing Buyer to Purchaserprovide its lenders with access to the Financials, at Purchaser’s expensethe information in the data room as of the date hereof established by, for or on behalf of the Company and its Subsidiaries, and any other pertinent information concerning the Business as Purchaser may reasonably requestbe requested by Xxxxx, in each case, to the extent related to consummation of the Acquisition; provided, however, that such access does not unreasonably disrupt the normal operations of the Business and shall not include any sampling of environmental media, including but not limited to soil, surface water, groundwater, indoor air or ambient air and (iii) instruct the employees, counsel obtaining releases of Liens and financial advisors of the Sellers and the Companies to reasonably cooperate with Purchaser with respect to the foregoing; provided, however, that Purchaser shall be responsible for the reasonable out-of-pocket expenses incurred payoff letters as requested by Sellers and the Companies in connection with their compliance with this Section 5.02(a)Buyer or its lenders. (a) On and after the Closing Date, subject to Section 5.03(a), the Sellers shall, and shall cause their affiliates to, afford promptly to Purchaser and its representatives, at Purchaser’s expense, reasonable access, upon reasonable notice during normal business hours, to their properties, books, Tax Returns, records, employees and auditors, in each case to the extent reasonably necessary for Purchaser or any of its affiliates in connection with any audit, investigation, dispute or litigation relating to any Company, the Business, the Purchased Assets, the Assumed Liabilities or the Subject Shares (subject to providing such assurances, releases, indemnities or other agreements as accountants may require); provided, however, such investigation, dispute or litigation does not involve any Seller or any of their affiliates; provided, further, that such access does not unreasonably disrupt the normal operations of the Sellers or their affiliates. (b) The Sellers shall, and shall cause their affiliates to, maintain the books and records retained by them and relating to the Companies, the Business, the Purchased Assets, the Assumed Liabilities and the Subject Shares, for at least five years after which the Sellers and their affiliates shall have the right to maintain and/or destroy such books and records in their sole discretion, subject to the requirements of applicable Law.