Common use of Access to Information; Preservation of Records Clause in Contracts

Access to Information; Preservation of Records. (a) Subject to Section 6.03, prior to the Closing Date, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, employees, agents and Representatives and offices of the Company and its Subsidiaries and their respective Books and Records (including such financial and accounting information as the Purchaser reasonably requests); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives of the Company and its Subsidiaries hereunder shall be arranged and supervised by Representatives of the Company, unless the Company otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the Sellers, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any sale process conducted by the Sellers, the Company or any of their Affiliates for the Business or the Sellers’, the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or (ii) if doing so would violate any Contract or Law to which the Sellers, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in the case of this clause (ii), the Company and its Subsidiaries shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). Prior to the Closing, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a) for any purpose unrelated to the Transactions.

Access to Information; Preservation of Records. (a) Subject During the Pre-Closing Period, Seller shall, upon receipt of reasonable prior notice, provide to Section 6.03, prior to the Closing Date, the Purchaser shall be entitled, through Buyer and its officers, employees and designated Representatives, to reasonable access at Buyer’s expense and during normal business hours hours, reasonable access to the officersFacilities and Mill Facilities, employeesbooks and records, agents and Representatives and offices Contracts, the personnel of the Company Entities and the APA Transferred Business that Seller met with prior to June 27, 2024, and applicable senior accounting personnel at Seller who have reviewed the financials related to the Business or the APA Transferred Business (and such other personnel as Seller may determine to be appropriate in its reasonable discretion); provided that such access shall only be requested by Buyer for legitimate business purposes which shall exclude disputes between the Parties arising under any Transaction Document (to which the rules of discovery shall apply). Notwithstanding anything to the contrary, Buyer and its Subsidiaries designated Representatives (other than its outside environmental Representative) shall only be able to access each of the Facilities and their respective Books the Mill Facilities with no more than five (5) attendees per visit, once per month during the Pre-Closing Period. Seller shall provide a list of Material Permits, APA Material Permits and Records Service Contracts within fifteen (15) Business Days following the Execution Date. Notwithstanding the foregoing, Seller shall not be required to provide such access if doing so would be reasonably likely to (a) materially disrupt the operations of any Company Entity or its Affiliates, (b) cause a violation or breach of or default under, or give a third party the right to terminate or accelerate any rights under, any agreement to which any Company Entity or its Affiliates is a party, (c) result in a loss of attorney-client or legal privilege to any Company Entity or its Affiliates, (d) constitute a violation of any applicable Law, (e)(i) require Seller to provide any Tax information (including any Tax Returns) pertaining to Seller or its Affiliates (other than the Company Entities) or any Seller Affiliated Group, provided that Buyer may reasonably request redacted, standalone or pro forma Tax information (including Tax Returns) pertaining to a Seller Affiliated Group to the extent such financial information relates solely to the Company Entities, or (ii) require Seller to provide any Tax information (including any Tax Returns) of Seller or any of its Affiliates (other than the Company Entities) except to the extent such Tax information (including Tax Returns) relate solely to Taxes with respect to the APA Transferred Assets, APA Assumed Liabilities or the APA Transferred Business (which shall include redacted or certain pro forma information related to the APA Transferred Assets, APA Assumed Liabilities or APA Transferred Business, as appropriate and accounting information as reasonably requested by Buyer) or (f) pursuant to the Purchaser reasonably requests)advice of Seller’s counsel, cause any competitive harm to any Company Entity; provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its Subsidiaries, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives of the Company and its Subsidiaries hereunder shall be arranged and supervised by Representatives of the Company, unless the Company otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the Sellers, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any sale process conducted by the Sellers, the Company or any of their Affiliates for the Business or the Sellers’, the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or (ii) if doing so would violate any Contract or Law to which the Sellers, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) (provided that, in the each case of this clause described in clauses (iia) – (f), Seller shall inform Buyer of the Company general nature of the information being withheld and, upon Buyer’s request and its Subsidiaries shall use commercially reasonable efforts at Buyer’s sole cost and expense, reasonably cooperate with Buyer to provide such access as can be provided information, in whole or in part, in a manner that would not result in any of the outcomes described in clauses (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyeda) without violating such privilege, Law or Contract– (f). Prior All information made available pursuant to this Section 6.4 shall be treated as “Evaluation Material” and subject to the ClosingConfidentiality Agreement. All requests for access or information pursuant to this Section 6.4 shall be directed to Seller or its designees. During the Pre-Closing Period, the Purchaser Buyer hereby agrees that it is not authorized to and it shall not (and shall cause its Affiliates and its and their respective Representatives and agents not to) use contact any information obtained pursuant representative of any Governmental Authority having jurisdiction in connection with the Contemplated Transactions or any employee, customer, supplier, distributor or other material commercial counterparty of Seller or any Company Entity regarding any Company Entity, the Business, the APA Transferred Business or the Contemplated Transactions without the prior written consent of Seller. Seller may, as it deems advisable and necessary, reasonably designate any competitively sensitive materials provided to Buyer under this Section 6.02(a) 6.4 as “outside counsel only” or with similar restrictions including clean room procedures, redaction and other customary procedures, and such materials and the information contained therein shall be given only to the outside counsel of Buyer, or otherwise as the restriction indicates. Notwithstanding anything to the contrary, Buyer and its designated Representatives shall have no right to conduct any invasive environmental testing, including conducting any Phase II environmental site assessments, and will indemnify Seller for any purpose unrelated Losses caused as a result of access to the TransactionsFacilities or Mill Facilities.

Access to Information; Preservation of Records. (a) Subject to Section 6.03, prior to during the Pre-Closing DatePeriod, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, key employees, agents and Representatives and offices of the Seller and the Seller Guarantor (in each case, with respect to the Business), the Company and its Subsidiaries and their respective Books books and Records records (including including, for the avoidance of doubt, access to the Business properties and such financial and accounting other information as may be reasonably required in connection with the Purchaser reasonably requestsperformance of any environmental assessments, compliance review, audits, sampling or other investigations, including any Phase I environmental site assessments); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its SubsidiariesBusiness, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to during the ClosingPre-Closing Period. The Purchaser acknowledges and agrees that the Purchaser and its Representatives shall not conduct any interviews of Company Service Providers or any other employees (other than the Key Employees) of the Seller or any of its Affiliates during the Pre-Closing Period and any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives of the Company and its Subsidiaries hereunder Key Employees shall be arranged and supervised by Representatives (including, for purposes of this Section 6.02(a), Xxxxxx Xxxxxxx) of the CompanySeller, unless the Company Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the SellersSeller, the Company or any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any sale process conducted by the SellersSeller, the Company or any of their Affiliates for the Business or the Sellers’, Seller or the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or thereto, (ii) if doing so would reasonably be expected to violate any Contract or Law to which the SellersSeller, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which (iii) that such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, expected to result in (A) the disclosure of competitively sensitive information or (B) a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges); provided, that (x) the determination to withhold information pursuant to clause (provided thatii) or (iii) shall be made by the Company’s outside counsel, (y) the Company shall give notice to the Purchaser that such information is being withheld pursuant to such determination and (z) the Company shall provide any related information (including by redacting or otherwise not disclosing any portion thereof, the disclosure of which would jeopardize such privilege or constitute such a contravention of Law or, in the case of this clause (ii)any competitively sensitive information, the Company and its Subsidiaries shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey making such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). Prior available pursuant to mutually agreed “clean team” procedures to the Closingextent permissible under applicable Law) and discuss such matter to the extent permissible without waiving attorney-client privilege or violating applicable Law. During the Pre-Closing Period, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a) for any purpose unrelated to the Transactions.

Access to Information; Preservation of Records. (a) Subject to Section 6.035.03 hereof, prior to the Closing Date, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, employees, agents and Representatives agents, and offices of the Company and its Subsidiaries Cliffstar Companies and their respective Books books and Records (including records, excluding any income Tax Returns or income Tax records, and the Cliffstar Companies shall furnish Purchaser with such financial data and accounting information of the Cliffstar Companies as the Purchaser reasonably requests); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, shall not unreasonably disrupt personnel, operations and properties of the Company and its SubsidiariesCliffstar Companies, and shall be at the Purchaser’s sole risk and expense; and provided, further, that neither Purchaser nor any agent or Representative of Purchaser shall conduct any subsurface investigation or testing of any environmental media with respect to any property of the Cliffstar Companies prior to Closing. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business Cliffstar Companies prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, employees or agents or Representatives of the Company and its Subsidiaries Cliffstar Companies hereunder shall be arranged and supervised by Representatives of the CompanyCliffstar Companies, unless the Company Cliffstar Companies otherwise expressly consents consent in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, none of the Sellers’ Representative, the Sellers, the Company or Cliffstar Companies nor any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information (i) relating to any income Taxes, (ii) relating to the sale and divestiture process conducted by the Sellers, the Company or any of Cliffstar Companies and their Affiliates for the Business or in 2009 and the Sellers’, the Company’s Cliffstar Companies’ or any of their Affiliates’ (or their Representatives’) evaluation of the Company Purchaser and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto Affiliates and the evaluation and negotiation of this Agreement and the transactions contemplated hereby or (iiiii) if doing so would could violate any Contract or Law to which the Sellers, the Company Cliffstar Companies or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes in good faith would reasonably be expected, based on the advice of outside counsel, to could result in a loss of the ability to successfully assert a claim of privilege (including including, without limitation, the attorney-client and work product privileges) (provided that, in the case of this clause (ii), the Company and its Subsidiaries shall use commercially reasonable efforts to provide such access as can be provided (or otherwise find alternative means to convey such information regarding the applicable matter as can be conveyed) without violating such privilege, Law or Contract). Prior to the Closing, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a) 5.02 for any purpose unrelated to the Transactionstransactions described in this Agreement.

Access to Information; Preservation of Records. (a) Subject to Section 6.035.03 hereof, prior to from the Closing Datedate hereof until the Closing, the Purchaser shall be entitled, through its officers, employees and Representatives, to reasonable access during normal business hours to the officers, employees, agents and Representatives agents, and offices of the Company and its Subsidiaries books and their respective Books records and Records (including Seller shall furnish Purchaser with such financial and accounting information operating data as the Purchaser reasonably requests); provided, however, that such access shall be subject to any applicable Laws relating to privacy or data protection and shall only be upon reasonable notice, notice and shall not unreasonably disrupt the Company’s personnel, operations and properties properties; provided, further, that in no event shall Purchaser be entitled to access of the Company and its Subsidiaries, and shall be at the Purchaser’s sole risk and expense. In exercising its rights hereunder, the Purchaser shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. The Purchaser acknowledges and agrees that any contact or communication by the Purchaser and its agents and Representatives with officers, employees, agents or Representatives offices of the Company and its Subsidiaries hereunder shall be arranged and supervised by Representatives prior to any public announcement concerning this Agreement or the transactions contemplated hereby in accordance with Section 10.14, except with express prior authorization of the Company, unless the Company otherwise expressly consents in writing with respect to any specific contactSeller. Notwithstanding anything to the contrary set forth in this Agreementforegoing, none of the Sellers’ Representative, the Sellersneither Seller, the Company or nor any of their respective Subsidiaries or Affiliates shall be required to disclose to the Purchaser or any agent or Representative thereof any information information: (i) relating to any sale or divestiture process conducted by Seller for the SellersBusiness or Seller’s evaluation of the Company in connection therewith; or (ii) if doing so could violate any Contract or Law to which Seller, the Company or any of their Affiliates for the Business or the Sellers’, the Company’s or any of their Affiliates’ (or their Representatives’) evaluation of the Company and its Subsidiaries in connection therewith, including projections, financial or other information relating thereto or (ii) if doing so would violate any Contract or Law to which the Sellers, the Company or any of their respective Subsidiaries or Affiliates is a party or is subject or which such Person believes subject; provided, that the disclosure limitations set forth in good faith would reasonably be expected, based on the advice of outside counsel, to result this sentence shall in a loss of the ability to successfully assert a claim of privilege (including without limitationno manner limit Seller’s, the attorney-client Company’s and work product privileges) (provided that, their Affiliates’ duties with respect to completeness and accuracy of disclosures pursuant to representations and warranties contained in the case of this clause (ii)Agreement, the Company and its Subsidiaries shall use commercially reasonable efforts to provide disclosure schedules related thereto, or any document delivered by such access as can be provided (or otherwise find alternative means to convey such information regarding Persons in connection with the applicable matter as can be conveyed) without violating such privilege, Law or Contract)Closing. Prior to the Closing, the Purchaser shall not (and shall cause its Representatives and agents not to) use any information obtained pursuant to this Section 6.02(a5.02(a) for any purpose unrelated to the Transactionstransactions described in this Agreement or the analysis, reporting or financing of such transaction.