Common use of Access to Information Prior to the Closing Clause in Contracts

Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Seller shall use reasonable best efforts to cause AMTG to give the Buyer Representative and its authorized representatives reasonable access during regular business hours to all books and records (including Tax records) related to the Assets as such Buyer may reasonably request; provided, that such Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as the case may be, to schedule such access through a designated officer of Seller or AMTG, as the case may be, and in such a way as to avoid disrupting in any material respect the normal operations of Seller or AMTG, as the case may be. Notwithstanding the foregoing, neither the Seller nor AMTG shall be required by this Section 5.2 to provide any Buyer or its representatives with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate or contravene any Law (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any attorney-client, attorney work product or other legal privilege of such party or its Subsidiaries (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege).

Access to Information Prior to the Closing. During the period from the date hereof of this Agreement through the Closing Date, (i) the Company shall, and Seller shall use reasonable best efforts to cause AMTG to the Company to, give the Buyer Representative and its authorized representatives reasonable access during regular business hours to all offices, facilities, books and records in the possession of any Company Group Entity (including Tax recordsworking papers, data, internal audit reports and “management letters” from such Company Group Entity’s independent public accountants with respect to such Company Group Entity’s systems of internal control), operational and financial information and Contracts of the Outdoor Business as Buyer may reasonably request, (ii) related to the Assets extent prepared by the Company on the date hereof, the Company shall deliver to Buyer (a) weekly pacing reports, (b) bi-weekly lease renewal and lease termination reports and (c) monthly reports on development activities and contract negotiations, key employee additions and departures, litigations and enforcement actions, and operating and financial reports and (iii) the Company shall use commercially reasonable efforts to, and Seller shall cause the Company to use commercially reasonable efforts to, cause their respective independent public accountants to give Buyer and its authorized representatives, at Buyer’s sole cost and expense, reasonable access during regular business hours to all books and records of the Outdoor Business in the possession of such accountants (including working papers, data and “management letters” with respect to the systems of internal control of the Company Group Entities) as such Buyer may reasonably request; provided, in each case, that such (a) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as and the case may be, Company to schedule such access and visits through a designated officer of Seller or AMTG, as the case may be, Company and in such a way as to avoid disrupting in any material respect the normal operations business of the Company or any other Outdoor Group Entity or the applicable independent public accountant, as applicable, (b) none of Seller, the Company or any other Outdoor Group Entity shall be required to take any action, or use commercially reasonable efforts to cause any action to be taken, which would constitute a waiver of the attorney-client or other privilege or would compromise the confidential information of Seller, the Company or any of the other Outdoor Group Entities not related to the Outdoor Business, (c) the Company need not supply Buyer with, or use commercially reasonable efforts to cause Buyer to be supplied with, any information which, in the reasonable judgment of Seller or AMTGthe Company, as Seller, the case may beCompany or any other Outdoor Group Entity is under a contractual or legal obligation not to supply and (d) in no event shall Buyer be permitted to conduct any sampling of soil, sediment, groundwater, surface water or building material. Notwithstanding the foregoing, neither the Seller nor AMTG In no event shall be required by this Section 5.2 to provide any Buyer or any of its representatives with have any right to access to any offices, facilities, books, records or to disclose other information (x) that is subject not primarily related to the terms Outdoor Business or the Outdoor Group Entities. Upon the request of Buyer, Seller shall make available to Buyer on a confidentiality agreement with a third party entered into bi-weekly basis members of senior management of the Outdoor Group Entities to discuss the general operations of the Outdoor Business. Buyer hereby agrees that, prior to the date of this Agreement (providedClosing, howeverwithout the Company’s prior written consent, that Seller Buyer shall usenot, and shall use reasonable best efforts cause its representatives not to cause AMTG to use, (on its reasonable best efforts to obtain the required consent of such third party to such access or disclosurebehalf), (y) the disclosure of which would violate initiate contact or contravene engage in discussions with any Law (providedcustomer, howeveragency, that Seller shall usevendor, and shall use reasonable best efforts to cause AMTG to usesupplier, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any landlord, lessor, lessee, licensor, sublicensee, sublessor, sublessee, labor union, accountant, attorney-client, attorney work product Governmental Authority, or other legal privilege Person having a business relationship with the Company or any of such party or its Subsidiaries regarding the business, operations, prospects or finances of the Company or any of its Subsidiaries, or any of the Contemplated Transactions. Buyer shall promptly reimburse Seller for all reasonable out-of-pocket costs and expenses incurred by Seller or the Company in connection with satisfying their obligations under clause (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss ii) of any such attorney-client, attorney work product or other legal privilege)this Section 5.2.

Access to Information Prior to the Closing. (a) During the period from the date hereof through the Closing Date, Seller the Company shall use reasonable best efforts to cause AMTG to give the Buyer Representative Holdings and its authorized representatives reasonable access during regular business hours to all properties, offices, facilities, books and records (including Tax records) related and personnel of the Company and its Subsidiaries and make available to Holdings such information concerning the Assets Company’s and its Subsidiaries’ business, properties and personnel as such Buyer Holdings may reasonably request; provided, that such Buyer (i) Holdings and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as and the case may be, Company to schedule such access and visits through a designated officer of Seller or AMTG, as the case may be, Company and in such a way as to avoid disrupting in any material respect the normal operations business of Seller or AMTGthe Company and its Subsidiaries, as (ii) the case may be. Notwithstanding the foregoing, neither the Seller nor AMTG Company shall not be required by this Section 5.2 to provide take any Buyer action which would constitute a waiver of the attorney-client or its representatives with access to other privilege or to disclose would compromise Seller’s confidential information (x) that is subject not related to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate or contravene any Law (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any attorney-client, attorney work product or other legal privilege of such party Company or its Subsidiaries (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure after giving due consideration to the maximum extent that does not result in a loss existence of any such attorney-clientcommon interest, attorney work product joint defense or other similar agreement between the parties), (iii) the Company need not supply Holdings with any information which, in the reasonable judgment of Seller or the Company, the Company or its Subsidiaries is under a contractual or legal privilege)obligation not to supply and (iv) in no event shall Holdings be permitted to conduct any sampling of soil, sediment, groundwater, surface water or building material. The Company shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding proviso apply.

Access to Information Prior to the Closing. During the period from From the date hereof through and prior to the Closing DateClosing, Seller the Company shall use reasonable best efforts to cause AMTG to give the Buyer Representative provide Parent, Merger Sub and its authorized their representatives reasonable access during regular business hours to all facilities, books and records (including Tax records) related to and personnel of the Assets Company and its Subsidiaries as such Buyer Parent and Merger Sub may reasonably request; providedprovided that (a) Parent, that such Buyer Merger Sub and its their representatives shall take such action as is deemed necessary in the reasonable judgment of Seller the Company or AMTG, as the case may be, any of its Subsidiaries to schedule such access and visits through a an individual designated officer of Seller or AMTG, as by the case may be, Company and in such a way as to avoid disrupting in any material respect the normal operations business of Seller or AMTGthe Person providing access, as the case may be. Notwithstanding the foregoing, (b) neither the Seller Company nor AMTG any of its Subsidiaries shall be required by this Section 5.2 to provide take any Buyer or its representatives with access to or to disclose information (x) that is subject to the terms of a confidentiality agreement with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of action which would violate or contravene any Law (provided, however, that Seller shall use, and shall use reasonable best efforts adversely affect the ability to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any assert attorney-client, attorney work product or other legal privilege or would compromise its confidential information, (c) neither the Company nor any of such party or its Subsidiaries shall be required to supply any information which, in its reasonable judgment, such Person is under a contractual or legal obligation not to supply or which is a trade secret or commercially sensitive, and (d) in no event shall Parent, Merger Sub or any of their representatives be permitted to conduct any sampling of soil, sediment, ground water, surface water or building material in connection with any such access; provided, however, that Seller shall use, and shall the Company will use reasonable best efforts to cause AMTG make appropriate substitute disclosure arrangements under circumstances in which the restrictions of clauses (b) or (c) shall not apply. Any disclosure during any investigation by Parent, Merger Sub or their representatives shall not constitute an enlargement of the representations or warranties of the Company beyond those specifically set forth in this Agreement. All information and access given to useParent, its reasonable best efforts to allow for such access or disclosure Merger Sub and their representatives shall be subject to the maximum terms and conditions of the Confidentiality Agreement. Subject to the foregoing, the Company shall deliver or cause to be delivered to Parent monthly operating reports regarding the Company and its Subsidiaries, in each case, to the extent that does not result as prepared by the Company in a loss the ordinary course of any such attorney-client, attorney work product or other legal privilege)business consistent with past practice.

Access to Information Prior to the Closing. During Subject to applicable Laws, during the period from the date hereof through the earlier of the Closing DateDate and the date this Agreement is validly terminated pursuant to Article VIII, Seller the Constituent Companies, their Subsidiaries and Largus shall use reasonable best efforts to cause AMTG to give the provide Buyer Representative and its authorized representatives reasonable access during regular business hours to all offices, facilities, assets, books and records (including Tax records) related to of the Assets Constituent Companies, their Subsidiaries and Largus as such Buyer may reasonably request, including the right to inspect the Vessels and conduct or cause to be conducted surveys of the Vessels; provided, that such (a) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller the Constituent Companies, their Subsidiaries or AMTG, as the case may be, Largus to schedule such access and visits through a designated officer of Seller or AMTG, as the case may be, party providing access and in such a way as to avoid disrupting in any material respect the normal operations business of Seller or AMTGthe party providing access, as the case may be. Notwithstanding the foregoing, (b) neither the Seller Constituent Companies nor AMTG their Subsidiaries nor Largus shall be required by to take any action which would constitute a waiver of the attorney-client or other privilege or would compromise such party’s confidential information, (c) the Constituent Companies and their Subsidiaries and Largus need not supply Buyer with any information which, in the reasonable judgment of the Constituent Companies and Largus, the Constituent Companies, any of their Subsidiaries or Largus are under a contractual or legal obligation not to supply and (d) in no event shall Buyer be permitted to conduct any sampling of any environmental media, including soil, sediment, groundwater, surface water, indoor or outdoor air or building material. Prior to the Closing, Buyer shall not (and shall cause its Subsidiaries, representatives and Affiliates not to) use any information obtained pursuant to this Section 5.2 6.2 for any purpose unrelated to provide the Contemplated Transactions. For the avoidance of doubt, any Buyer information provided or its representatives made available in connection with such access pursuant to this Section 6.2 shall be deemed to be, and treated as, “Restricted Information” or to disclose information (x) that is “Confidential Information,” as applicable, in accordance with the terms and subject to the terms conditions of a confidentiality agreement with a third party entered into prior to the date of this Agreement (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain the required consent of such third party to such access or disclosure), (y) the disclosure of which would violate or contravene any Law (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any attorney-client, attorney work product or other legal privilege of such party or its Subsidiaries (provided, however, that Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access or disclosure to the maximum extent that does not result in a loss of any such attorney-client, attorney work product or other legal privilege)Confidentiality Agreement.

Access to Information Prior to the Closing. During the period from the date hereof through the Closing Date, Seller shall, and shall use reasonable best efforts to cause AMTG to the Companies and their Subsidiaries to, give the Buyer Representative and its authorized representatives reasonable access during regular business hours to all books offices, facilities and records (including Tax records) related to personnel, and the Assets Books and Records and the Rx Product Regulatory Documentation, as such applicable, as Buyer may reasonably request; provided, that such (a) Buyer and its representatives shall take such action as is deemed necessary in the reasonable judgment of Seller or AMTG, as the case may be, to schedule such access and visits through a designated officer of Seller or AMTG, as the case may be, and in such a way as to avoid disrupting in any material respect the normal operations of Seller or AMTGthe Transferred Business, as the case may be. Notwithstanding the foregoing, (b) neither the Seller nor AMTG the Companies nor their Subsidiaries shall be required by this Section 5.2 to provide take any Buyer or its representatives with access to or to disclose information (x) that is subject action to the terms extent that such action would constitute a waiver of a confidentiality agreement with a third party entered into prior to the date of this Agreement attorney-client or other privilege (provided, however, that access and information shall be disclosed or granted, as applicable, to external counsel for Buyer to the extent reasonably required for the purpose of complying with applicable Antitrust Laws, subject to prior execution of a common interest or joint defense agreement in customary form) or would compromise Seller’s confidential information not related to the Transferred Business, (c) neither Seller nor the Companies nor their Subsidiaries shall be required to supply Buyer with any information to the extent that doing so would violate any applicable Law or Contract (provided that Seller shall use, and shall use commercially reasonable best efforts to cause AMTG to use, its reasonable best efforts to obtain any third party consents that would permit the required consent supply of such third party to such access or disclosureinformation), (yd) in no event shall Buyer be permitted to conduct any invasive testing of the disclosure Conveyed Sites or the Leased Real Property or the building, or improvements thereon, including without limitation sampling of which would violate soil, sediment, groundwater, surface water or contravene any Law building material, (providede) Buyer’s access to the Tax information, howeverbooks and records of Seller, the Companies, and the Companies’ Subsidiaries shall be governed exclusively by Article VI, (f) in the event that Buyer requests information about a directly or indirectly identified or identifiable individual natural person (“Personal Data”), Buyer shall enter into a Personal Data Transfer Agreement with Seller covering the type and permitted uses and disclosures of the Personal Data, and Seller shall usenot be required to provide any Personal Data to Buyer that is not expressly addressed in a duly executed Personal Data Transfer Agreement, and shall use reasonable best efforts to cause AMTG to use(g) no investigation by, its reasonable best efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Law) or (z) that is subject to any attorney-clientinformation furnished to, attorney work product or other legal privilege of such party Buyer or its Subsidiaries (providedrepresentatives shall affect or be deemed to modify any representation or warranty made by Seller herein, however, that any covenants or agreements by Seller shall use, and shall use reasonable best efforts to cause AMTG to use, its reasonable best efforts to allow for such access hereunder or disclosure the conditions to the maximum extent that does not result obligations of the parties to consummate the Contemplated Transactions set forth in a loss of any such attorney-client, attorney work product or other legal privilege)Article VII.