Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilege.

Access to Information. (a) From the date hereof Prior to the Closing Date or Date, or, if earlier, the earlier termination date this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall, and shall cause the Company Group to, deliver to Buyer copies of the monthly unaudited interim consolidated balance sheets and statements of income and cash flows of the Company (which may be presented in accordance with IFRS) (subject to the absence of footnotes and to normal year-end adjustments) and such other Business information as Buyer may reasonably require to enable it to consummate the transactions contemplated by this Agreement. In addition, prior to the Closing Date, or, if earlier, the Company date this Agreement is terminated pursuant to Section 10.1, if requested by Buyer, Seller shall provide Buyer and Parent shall, its representatives with reasonable access to the extent consistent with applicable Law locations, facilities and employees of the members of the Company Group who have significant responsibility for the Business. Notwithstanding the foregoing, (including antitrust Law)i) Buyer’s review of such information and such access shall only be upon reasonable notice, afford the other party hereto and its Representatives reasonable access shall be during normal business hours, upon reasonable notice, to its officers, employees, agents, properties shall not unreasonably disrupt personnel and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct operations of the business of the other party hereto Company Group, and its Subsidiaries prior shall be conducted in compliance with all applicable Laws and all agreements to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact which Seller or any officers, employees, landlords, tenants, licensees, franchisees, customers or agents member of the other party hereto and its Subsidiaries unless consented to by such other Company Group is a party (which agreements Buyer is advised of by Seller), (ii) all requests for such consent not to be unreasonably withheld or delayed) information and that any contact hereunder such access shall be arranged and supervised by Representatives made to such representatives of the Seller as Seller shall designate, who shall be solely responsible for coordinating all such partyrequests, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, (iii) neither party hereto Buyer nor any of its Affiliates or representatives shall conduct any environmental site assessment, compliance evaluation or investigation with respect to any member of the Company Group without prior consultation with Seller and without ongoing consultation with Seller with respect to any such activity (it being understood and agreed that in no event shall any subsurface investigation or testing of any environmental media be required to disclose to the other party or any agent or Representative thereof any information conducted), and (iiv) if doing so could violate any Contract to which such party or neither Buyer nor any of its Affiliates is a party or Law to which such party representatives shall contact any of the employees, customers, suppliers, parties that have business relationships with or are joint venture partners of any member of the Company Group or any of its their respective Affiliates is subject in connection with the transactions contemplated hereby, whether in person or (ii) which such party by telephone, mail or any other means of its Affiliates believes in good faith could result in a loss communication, without the specific prior authorization of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSeller.

Access to Information. (a) From the date hereof to until the Closing Date or the earlier or, if earlier, termination of this Agreement, Sellers will (i) give, and will cause the Company and Parent shalleach of its Subsidiaries to give, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Buyer and its Representatives such reasonable access access, at reasonable times and during normal business hours, upon reasonable noticeto the senior management, offices, properties, books and records of the Company and its Subsidiaries, as Buyer may reasonably request from time to its officerstime; and (i) furnish, employees, agents, properties and offices cause the Company and the officers, employees, agents, properties and offices each of its Subsidiaries to furnish, to Buyer and its Representatives such financial and operating data and other information relating to their books the Company and records. In exercising its rights hereunderSubsidiaries, each party shall as Buyer may reasonably request from time to time; provided that (and shall cause each A) any actions to be performed by Sellers, the Company or any of its Representatives toSubsidiaries at the request of Buyer pursuant to this Section 5.03(a) conduct itself so shall be performed only following reasonable prior written notice from Buyer to Sellers, in such manner as not to interfere in unreasonably with the conduct of the business and operations of the other party hereto Company and its Subsidiaries, and so as not to unduly burden the management team or resources of the Company and its Subsidiaries (it being agreed that the terms of such access shall be based on reasonable access procedures specified by Sellers or, as applicable, customers or suppliers (after taking into account any proposals made by Buyer in such regard)); and (B) all out-of-pocket costs incurred by the Company and its Subsidiaries in connection with such actions shall be at the expense of Buyer; provided, further, that, without the prior to Closing. From the date hereof to the Closing Datewritten consent of Sellers, the parties hereto acknowledge Buyer and agree that they and their its Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect entitled to any specific contactsuch access, information or documents the disclosure of which is restricted by any Law or Order applicable to any Seller, the Company or any of its Subsidiaries. Notwithstanding anything to the contrary set forth in this Agreementherein, neither party hereto nor any of Buyer is not authorized to and shall not (and shall cause its Affiliates shall be required to disclose to and its and their respective Representatives not to) (s) contact any customer, supplier, or other material business relation of the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Company or any of its Subsidiaries in connection with the Contemplated Transactions; and (y) perform invasive or subsurface investigations of the Premises, in each case, prior to the Closing without the prior written consent of Sellers, which may be withheld for any reason or no reason. Buyer shall, and shall cause its Affiliates is a party and its and their respective Representatives to, abide by the terms of the Confidentiality Agreement with respect to such access and any information furnished to it, its Affiliates or Law its or any of their respective Representatives pursuant to which such party this Section 5.03(a). In connection with the access rights granted by this Section 5.03(a), Buyer covenants and agrees, for itself and on behalf of its Affiliates, that, prior to Closing, it and they will not enter into any agreements with any officers, directors or employees of the Company or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives Subsidiaries without waiving such privilegeSellers’ prior written consent.

Access to Information. (a) From the date hereof until the Closing, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the Closing Date or offices, properties and books and records of the earlier termination of this AgreementBusiness, the Company and Parent shall, (ii) furnish to the extent consistent with applicable Law officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (including antitrust Law)or copies thereof) as Buyer may from time to time reasonably request, afford the other party hereto and its Representatives reasonable in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, upon reasonable noticeunder the supervision of Sellers’ personnel, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to interfere in with the conduct normal operations of the business of the other party hereto Business and its Subsidiaries prior to Closing. From the date hereof may be limited to the Closing Dateextent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the parties hereto acknowledge health and agree that they and safety of any of their Representatives respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall not contact operate as a waiver or otherwise affect any officersrepresentation, employees, landlords, tenants, licensees, franchisees, customers warranty or agents of the other party hereto and its Subsidiaries unless consented to agreement given or made by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactSellers in this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates Sellers shall not be required to disclose to the other party or any agent or Representative thereof any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or the transactions contemplated hereby are not consummated, (ii) which such party or jeopardize any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records of the Transferred Employees relating to individual performance or evaluation records, medical histories or other information that such party shall seek in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to obtain risk of liability, (y) any consent required under real property owned or leased by Sellers for purposes of conducting any such Contract invasive or intrusive environmental sampling or testing or (z) any information to permit such disclosure; providedthe extent relating to any Excluded Asset, further, that if the a party hereto Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates believes in good faith that and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any such disclosure may result in a loss damage to the properties, assets or offices of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSellers.

Access to Information. 1ST BANCORP shall permit German American reasonable access, in a manner which will avoid undue disruption or interference with 1ST BANCORP's normal operations, to its, the Bank's, and the Subsidiaries' properties and shall disclose and make available to German American all books, documents, papers and records relating to its, the Bank's, and the Subsidiaries' assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (a) From including general ledgers), tax records, minute books of directors' and shareholders' meetings, organizational documents, material contracts and agreements, loan files, filings with any regulatory authority, accountants' workpapers, litigation files, plans affecting employees, and any other business activities or prospects in which German American may have an interest in light of the transactions contemplated by this Agreement. During the period from the date hereof of this Agreement to the Closing Date Effective Time, 1ST BANCORP will cause one or more of its, the Bank's, or the earlier termination Subsidiaries' designated representatives to confer on a regular basis with the President of German American, or any other person designated in a written notice given to 1ST BANCORP by German American pursuant to this Agreement, to report the Company general status of the ongoing operations of 1ST BANCORP, the Bank, and Parent shallthe Subsidiaries. 1ST BANCORP will promptly notify German American of any material change in the normal course of the operation of its business or properties and of any regulatory complaints, to investigations or hearings (or communications indicating that the extent consistent with applicable Law (including antitrust Lawsame may be contemplated), afford or the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and institution or the officers, employees, agents, properties and offices threat of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Datelitigation involving 1ST BANCORP, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officersBank, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law the Subsidiaries, and will keep German American fully informed of such events. German American hereby understands and agrees that all books, documents, papers and records relating to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege1ST BANCORP's, the Company Bank's, and Parent the Subsidiaries' assets, stock ownership, properties, operations, obligations and liabilities which it obtains, receives, reviews or has access to pursuant to this Section 4.08 shall use commercially reasonable efforts be subject to cooperate the Confidentiality Agreement between 1ST BANCORP and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeGerman American ("Confidentiality Agreement").

Access to Information. (a) From the date hereof to until the Closing Date --------------------- termination or the earlier termination consummation of this Agreementthe Offer, the Company will, and Parent shallwill cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors, representatives and financing sources (collectively, the "Company Representatives"), to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto provide Purchaser and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents------------------------ counsel, properties advisors, representatives and offices financing sources (collectively, the "Purchaser Representatives") reasonable access (subject, however, to existing -------------------------- confidentiality and similar non-disclosure obligations and the officers, employees, agents, properties and offices preservation of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that , during normal business hours and upon reasonable notice, to its officers and employees and to its offices and other facilities and to the books and records of the Company and its subsidiaries, and will permit Purchaser to make inspections of such party shall seek as Purchaser may reasonably require, and will cause the Company Representatives and the Company's subsidiaries to obtain any consent furnish Purchaser and the Purchaser Representatives to the extent available with such other financial and operating data and other information with respect to the business and operations of the Company and its subsidiaries as Purchaser may from time to time reasonably request. Unless otherwise required under by law, Purchaser will, and will cause the Purchaser Representatives to, hold any such Contract information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Purchaser or the Purchaser Representatives. No investigation pursuant to permit such disclosure; providedthis Section 6.02 shall affect any representations or warranties of the parties ------------ herein or the conditions to the obligations of the parties hereto. In the event of termination of this Agreement for any reason, furtherPurchaser will, that if and will cause the a party hereto Purchaser Representatives to, return to the Company or destroy all copies of written information furnished by the Company or any of its Affiliates believes in good faith that the Company Representatives to Purchaser or the Purchaser Representatives and destroy such portion of all memoranda, notes and other writings prepared by Purchaser or the Purchaser Representatives based upon or including the information furnished by the Company or any such disclosure may result in a loss of the ability Company Representatives to successfully assert a claim of privilege, the Purchaser or the Purchaser Representatives (and Purchaser will certify to the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by that such party or its Representatives without waiving such privilegedestruction has occurred).

Access to Information. (a) From the date hereof to until the Closing Date or the earlier termination of this AgreementDate, the Company Sellers will (and Parent shallwill cause their Affiliates to) (i) give Buyer, to the extent consistent with applicable Law (including antitrust Law)its counsel, afford the financial advisors, auditors and other party hereto and its authorized Representatives reasonable access during normal business hours, upon reasonable noticenotice to the Purchased Real Property offices, preparation plants, mine workings and other facilities and properties of the Purchased Business and the books and records of the Sellers relating to the Purchased Business; (i) furnish to Buyer, its officerscounsel, financial advisors, auditors and other authorized Representatives such financial and operating data and other information relating to the Purchased Business as such Persons may reasonably request; and (i) instruct the employees, agentscounsel and financial advisors of the Sellers and their Affiliates to cooperate with Buyer in its investigation of the Purchased Business; provided that nothing herein will obligate Sellers to take or permit any actions that would result in any waiver of attorney-client privilege or violate any Law or the terms of any Contract to which the Sellers or any of their Affiliates is a party or to which any assets of Sellers or any of their Affiliates are subject or subject Sellers or any of their Affiliates to risk of liability; provided, properties and offices and further, that the officers, employees, agents, properties and offices Parties will use their respective commercially reasonable efforts to obtain the necessary consents or develop an alternative solution so as to not result in the waiver of such privilege or violation of such Law or Contract. Any investigation by Buyer or its Subsidiaries and authorized Representatives pursuant to their books and records. In exercising its rights hereunder, each party this ‎Section 5.03 shall (and shall cause each of its Representatives to) conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto and its Subsidiaries prior to ClosingSellers. From Notwithstanding the date hereof to the Closing Dateforegoing, the parties hereto acknowledge and agree that they and their Representatives Buyer shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents (A) have access to personnel records of the Sellers relating to individual performance or evaluation records, medical histories or other party hereto and its Subsidiaries unless consented information which in the Sellers’ good faith opinion is sensitive or the disclosure of which could subject the Sellers to by such other party risk of liability or (such A) without the prior written consent of the Sellers’ Representative (not to be unreasonably withheld withheld, conditioned or delayed) delayed so long as Buyer has a reasonable and good faith belief that material environmental conditions warranting the following types of investigations are present), conduct or cause to be conducted any contact hereunder shall be arranged and supervised by Representatives sampling, testing or otherwise invasive investigation of the such partyair, unless soil, surface water, groundwater, building materials or other environmental media related to the such party otherwise expressly consents with respect Purchased Business or the Purchased Assets. During any visits to any specific contact. Notwithstanding anything to the contrary set forth in this Agreementoffices, neither party hereto nor any facilities or other properties of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Sellers or any of its their Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client permitted by this Section 5.3, Buyer shall comply, and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or cause its Representatives without waiving such privilegeto comply, with all safety, health and security rules applicable to the premises being visited.

Access to Information. From the Execution Date until the earlier of (a) From the date hereof this Agreement is terminated pursuant to the Closing Date or the earlier termination of this Agreement, the Company Section 13.1 and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives tob) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, subject to the parties hereto acknowledge limitations in Section 9.1(e), Section 9.2, and agree that they Section 14.11, Seller shall grant to Buyer and their Representatives shall not contact any officersits authorized representatives reasonable access, employeesduring normal business hours and upon reasonable advance notice, landlordsto senior management, tenants, licensees, franchisees, customers or agents the properties and the books and records of the other party hereto Company to the extent (and its Subsidiaries unless consented only to the extent) relating to the ownership, operation or transition of the Company’s business to Buyer; provided that (i) such access does not unreasonably interfere with the normal operations of the Company or of Seller, (ii) such access shall occur in such a manner as Seller reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for access shall be directed to Jxxxx Xxxxx (at jxxxxx@xxxxxxx.xxx) or such other party Person as Seller may designate in writing from time to time (such consent not to be unreasonably withheld or delayedthe “Bison Contact”), (iv) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything except to the contrary extent set forth in Section 4.2, such access shall not entitle Buyer to conduct any environmental assessment, including any monitoring, testing or sampling or any Phase I Environmental Site Assessments, and (v) nothing herein shall require Seller or the Company to provide access to, or to disclose any information to, Buyer or any other Person if such access or disclosure (A) would breach any obligations to any Third Party or obligation of confidentiality binding on Seller, the Company or the Oil & Gas Assets, provided that Seller shall use its commercially reasonable efforts to obtain any applicable waivers of confidentiality restrictions, (B) would cause competitive harm to Seller or the Company if the transactions contemplated by this Agreement are not consummated, (C) would be in violation of applicable Laws or regulations of any Governmental Authority or the provisions of any Contract or policy to which the Company is a party, or (D) that would result in the waiver or a potential waiver of attorney-client privilege or attorney work product. Buyer acknowledges that, pursuant to its right of access to the personnel, the properties and the books and records of the Company (including in connection with Buyer’s Independent Title Review and Buyer’s Independent Environmental Review), Buyer will become privy to confidential and other information of Seller and the Company and that such confidential information shall be held confidential by Buyer and Buyer’s representatives in accordance with the terms of the Confidentiality Agreement. If Closing should occur, the foregoing confidentiality restriction on Buyer, including the Confidentiality Agreement and the confidentiality restriction in Section 4.2, shall terminate (except as to information related to any assets other than the assets of the Company, including any assets of Seller or any of its Affiliates other than the Company). For the avoidance of doubt, neither party hereto the Company nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 9.1(d), and none of Buyer, nor any of its Affiliates shall or their respective direct or indirect equityholders or representatives, may rely on the accuracy of any such information, in each case, other than the express representations and warranties of Seller and the Company set forth in Article 6 and Article 7 hereof, as qualified by the Schedules thereto. The information provided pursuant to this Section 9.1(d) will be required to disclose to used solely for the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any purpose of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss effecting the transactions contemplated hereby, and will be governed by all of the ability to successfully assert a claim of privilege (including the attorney-client terms and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss conditions of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeConfidentiality Agreement.

Access to Information. (a) From Subject to the terms of the Confidentiality Agreement, this Agreement and applicable Laws, during the period from the date hereof to of this Agreement through the earlier of the Closing Date or and the earlier termination of date on which this AgreementAgreement is terminated in accordance with Article VII, the Company IASIS Parties shall permit the MPT Parties and Parent shalltheir advisors, lenders, accountants, attorneys and authorized representatives to the extent consistent with applicable Law (including antitrust Law)have reasonable access, afford the other party hereto during regular business hours and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officersthe offices, facilities, assets, properties, certain management-level employees, books and records of the IASIS Parties, and shall furnish, or cause to be furnished, to the MPT Parties, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, agents, properties businesses and offices operations as the MPT Parties shall from time to time reasonably request. All access and the officers, employees, agents, properties and offices of its Subsidiaries and investigation pursuant to their books and records. In exercising its rights hereunder, each party this Section 5.1 shall (be coordinated through IASIS’s Chief Financial Officer and shall cause each of its Representatives to) conduct itself so be conducted at the MPT Parties’ expense and in such a manner as not to interfere in with the conduct normal operations of the business businesses of IASIS and the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactSellers. Notwithstanding anything to the contrary set forth in this Agreementcontained herein or otherwise, neither party hereto IASIS nor any of its Affiliates the Sellers shall be required to provide access to or to disclose to information where such access or disclosure would violate or prejudice the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any rights of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including customers, jeopardize the attorney-client and work product privileges); provided that such party shall seek privilege or other immunity or contravene any Law or any binding agreement entered into prior to obtain any consent required under any such Contract to permit such disclosurethe date of this Agreement; provided, furtherhowever, that if the IASIS Parties will notify the MPT Parties in reasonable detail of the circumstances giving rise to any non-access or non-disclosure pursuant to the foregoing and to permit access or disclosure, to the extent possible, in a party hereto manner consistent with privilege or other immunity or applicable Law or Contract. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, without the prior written consent of the IASIS Parties, the MPT Parties shall not contact any vendor, customer, physician or other healthcare provider of its Affiliates believes in good faith that the IASIS Parties without the written consent of the IASIS Parties, other than any such disclosure may result contact not involving the transactions contemplated by this Agreement and the other Transaction Documents, and provided that IASIS shall have the right to have a representative present during any such contact in a loss of the ability event that its consent is required and it consents to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegecontact.

Access to Information. (a) From the date hereof to until the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hoursDate, upon reasonable notice, to its Parent, Seller, NMT-US and each of the Acquired Companies shall, and shall cause each of their respective officers, directors, employees, agents, properties representatives, accountants and offices and counsel to: (i) afford the officers, employees and authorized agents, accountants, counsel and representatives of the Buyer reasonable access, during normal business hours and without unreasonable interference with business operations, to the offices, properties, plants, other facilities, books and records of the Acquired Companies or NMT-US (with respect to the US-Based Assets), or otherwise related to the Business, and to those officers, directors, employees, agents, properties accountants, counsel, customers and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct suppliers of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof Acquired Companies who have any knowledge relating to the Closing DateAssets or the Business, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) furnish to the officers, employees and authorized agents, accountants, counsel and representatives of the Buyer such additional financial and operating data and other information regarding the Assets, properties and goodwill of the Acquired Companies, NMT-US and the Business (or legible copies thereof) as the Buyer may from time to time reasonably request, and (iii) provide Buyer with (A) all forms, certificates and/or other instruments required to pay the transfer and recording Taxes and charges arising from the transactions contemplated by this Agreement and any Related Agreement, together with evidence satisfactory to Buyer that such transfer Taxes and charges have been paid by the Parent and/or Seller, (B) a clearance certificate or similar document(s) which such party may be required by any Taxing authority to relieve Buyer of any obligation to withhold any portion of the payments to Parent and/or Seller pursuant to this Agreement or any of its Affiliates believes in good faith could result in a loss Related Agreement and (C) all filings, rulings, clearances, interest clearance requests, Group Relief requests, communications with Inland Revenue and other such documentation that affects the Tax or financial position of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeAcquired Companies.

Access to Information. (a) From During the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and Parent shallInterim Period, to the extent consistent permitted by applicable Law, including applicable antitrust and competition Laws, or the requirements of any Governmental Authority, securities exchange or other regulatory organization with applicable Law (including antitrust Law)whose rules Ardagh or GHV is required to comply, afford each of Ardagh and GHV shall provide to the other party hereto and its their respective Representatives reasonable access during normal business hourshours to all books, records, information, documents, personnel, offices, facilities and properties which such Party may reasonably request relating to the AMP Business or GHV’s business, as applicable (including, for the avoidance of doubt, maintaining access to such Party’s electronic data room); provided that such access shall only be upon reasonable noticethe written request of Ardagh or GHV submitted reasonably in advance, to its officersshall not unreasonably disrupt personnel or interfere with the operations and properties of the AMP Business or GHV’s business, employeesas applicable, agents, properties and offices and shall be at the officers, employees, agents, properties and offices of its Subsidiaries and to their books and recordsrequesting Party’s sole expense. In exercising its rights hereunder, each party the requesting Party shall (and shall cause each of its Representatives to) conduct itself so as not to unreasonably interfere in the conduct of the business AMP Business or GHV’s business, as applicable. Each of the other party hereto Ardagh and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto GHV acknowledge and agree that they any contact or communication by it and their its Representatives shall not contact any with officers, employees, landlords, tenants, licensees, franchisees, customers employees or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld AMP Business or delayed) and that any contact GHV’s business, as applicable, hereunder shall be arranged and supervised by Representatives representatives of the such partyParty granting access, unless the such party granting Party otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor none of Ardagh, GHV or any of its their respective Affiliates shall be required to disclose to the other party Parties or any agent or Representative thereof of their Representatives (a) any information (i) if doing so could would violate any Contract or Law to which such party the Party granting access or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates it believes in good faith could would result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that (ii) if the a party hereto requesting Party or any of its Affiliates believes in good faith that Affiliates, on the one hand, and the Party from whom access has been requested or any such disclosure may result of its Affiliates, on the other hand, are adverse parties in a loss litigation and such information is reasonably pertinent thereto, or (iii) if the Party from whom access has been requested reasonably determines that such information is competitively sensitive (provided that in such case such information shall be made available pursuant to mutually agreed “clean team” procedures, to the extent permissible and reasonably requested for the valuation and assessment of the ability AMP Business or GHV’s business (as the case may be)), or (b) any other information relating to successfully assert a claim Taxes or Tax Returns to the extent unrelated to the AMP Business or the AMP Entities or GHV’s business, as applicable. All information made available hereunder prior to the Closing shall be subject to the Confidentiality Agreement, and each of privilegeArdagh and GHV shall not (and shall cause its respective Affiliates and Representatives not to) use any information obtained pursuant to this Section 6.7 or otherwise under this Agreement for any purpose unrelated to the Transactions. No investigation pursuant to this Section 6.7 shall affect any representation or warranty in this Agreement of Ardagh or GHV or any condition to the obligations of Ardagh, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party AMPSA, MergeCo or its Representatives without waiving such privilegeGHV.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the The Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Subsidiaries to, afford to Parent and its Representatives reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, properties (including, for the avoidance of doubt, the Company’s and its Subsidiaries’ Oil and Gas Properties), offices and other facilities of the Company and its Subsidiaries and to their books, records, contracts and documents and shall, and shall cause each of its Subsidiaries to) , furnish as promptly as reasonably practicable to Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business, properties (including, for the avoidance of doubt, the Company’s and its Subsidiaries’ Oil and Gas Properties), contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the Parent. Parent and its Representatives shall conduct itself so any such activities in such a manner as not to interfere in unreasonably with the conduct business or operations of the business Company or its Subsidiaries and there shall be no invasive environmental testing without the prior consent of the other party hereto and its Subsidiaries prior to ClosingCompany. From Notwithstanding the date hereof to foregoing, (i) the Closing Date, the parties hereto acknowledge and agree that they and their Representatives Company shall not contact any officersbe required to, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor cause any of its Affiliates shall be required Subsidiaries to, grant access or furnish information to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Parent or any of its Affiliates Representatives to the extent that such information is a party subject to an attorney-client privilege or Law attorney work-product doctrine (other than title opinions relating to which the Company’s and its Subsidiaries’ Oil and Gas Properties) or that such party access or the furnishing of such information is prohibited by Law; and (ii) Parent shall not have access to personnel records of the Company or any of its Affiliates is Subsidiaries relating to individual medical histories or other information the disclosure of which could subject or (ii) which such party the Company or any of its Affiliates believes in good faith could result in a loss Subsidiaries to risk of the ability to successfully assert a claim of privilege (including the attorney-client significant liability. Parent agrees that it will not, and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or will cause its Representatives without waiving such privilegenot to, use any information obtained pursuant to this Section 5.1 for any purpose unrelated to the Transactions. The Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder.

Access to Information. (a) From the date hereof Subject to the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, prior to its officersthe Effective Date, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party Debtors shall (and shall cause each of its Representatives their Subsidiaries to) conduct itself so as not to interfere in afford (i) the conduct of Investors and their Representatives (including the Ad Hoc Counsel), upon request, reasonable access, during normal business of hours and without unreasonable disruption or interference with the other party hereto Company’s and its Subsidiaries Subsidiaries’ business or operations to the Company’s and its Subsidiaries’ officers, directors and employees, and Representatives, properties, books, contracts and records and, prior to Closing. From the date hereof to the Closing Effective Date, the Debtors shall (and shall cause their Subsidiaries to) furnish promptly to such parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of all information concerning the other party hereto Company’s and its Subsidiaries unless consented to Subsidiaries’ business, properties and personnel as may reasonably be requested by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless provided, that the such party otherwise expressly consents foregoing shall not require the Company (a) to permit any inspection, or to disclose any information, that in the reasonable judgment of the Company would cause the Company to violate any of its obligations with respect to any specific contact. Notwithstanding anything confidentiality to the contrary set forth in this Agreement, neither a third party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of Company shall have used its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate obtain, but failed to obtain, the consent of such third party to such inspection or disclosure, (b) to disclose any legally privileged information of the Debtors or any of their Subsidiaries as determined based on the advice of the Company’s legal counsel, or (c) to violate any Laws. In furtherance of the foregoing, but subject thereto, including the proviso, the Debtors shall, and explore in good faith whether a method could shall cause their Subsidiaries to, provide the Investors with access to all pertinent information, memoranda and documents reasonably requested by the Ad Hoc Counsel or other Representatives of the Ad Hoc Group with respect to (x) any investigation or other Proceeding conducted by the SEC or any other Governmental Entity or (y) or any Proceeding relating to the restatement of the Company and its Subsidiaries’ pre-petition financial statements. All requests for information and access made pursuant to this Section 7.7 shall be used directed to permit disclosure an executive officer of the Company, the Company’s advisors or such person as may be designated by such party the Company’s executive officers. All information acquired by any Investor or its Representatives without waiving pursuant to this Section 7.7 shall be subject to any confidentiality agreement between the Company and such privilegeInvestor. Notwithstanding the foregoing, the Debtors shall use reasonable best efforts to cooperate with the Ad Hoc Counsel to provide the Investors and their Representatives (including the Ad Hoc Counsel) with information subject to any common interest agreements or privilege between the Debtors and the Investors.

Access to Information. (a) From The Company shall, and shall cause its Subsidiaries, on the date hereof one hand, and Parent shall, and shall cause its Subsidiaries, on the other hand, to afford to the Closing Date other Party and to its respective Representatives, reasonable access, during normal business hours and subject to bona fide policies and procedures established by the other Party (including in response to COVID-19), during the Interim Period, in such manner as to not interfere with Parent’s and its Subsidiaries’ business’s or the earlier termination SpinCo Business’s (as applicable) normal operations, the properties, books and records and appropriate senior-level officers and employees of Parent and its Subsidiaries or the Company and its Subsidiaries (including the SpinCo Entities) that are related to the SpinCo Business (as applicable), and shall furnish such Party and its Representatives with such accounting (including accountants’ work papers), financial and operating data and other information concerning the affairs of Parent and its Subsidiaries or the SpinCo Business or the SpinCo Entities (as applicable), in each case, as such Party and its Representatives may reasonably request for the purposes of furthering the Transactions or for purposes of preparing for the operation of Parent and the Surviving Corporation post-Closing; provided, that (x) such investigation shall only be upon reasonable notice and at the sole cost and expense of the investigating Party; and (y) nothing in this Agreement shall require any Party to permit any inspection or disclose any information to any other Party that (i) would unreasonably interfere with the conduct of such Party’s business or result in damage to property (other than immaterial damage), except with such other Party’s prior written consent (which may be withheld or denied at its sole discretion), (ii) would cause a violation of any Law, privacy policy or any confidentiality obligations and similar restrictions that may be applicable to such information, or (iii) would jeopardize the attorney-client privilege or other disclosure privilege or protection to such Party; provided, that the Party that would otherwise be required to disclose information to the other shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege or violation of agreement, policy, Law or other restriction, including through the use of commercially reasonable efforts to obtain any required consent or waiver to the disclosure of such information from any third party and through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to limit any such adverse effect of sharing such information by each Party). Notwithstanding anything in this Section 7.8 to the contrary, (but without limiting the Company’s obligations under this Agreement, including Section 7.4), the Company and Parent shallSpinCo shall not be required to provide access to, or make any disclosure with respect to, any information of or relating to the extent consistent with applicable Law (including antitrust Law)Company, afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law their respective businesses, other than information relating to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilegeSpinCo Business, the Company and Parent SpinCo Entities, the SpinCo Assets or the SpinCo Liabilities. All requests for such access to any Party shall use commercially reasonable efforts be made to cooperate and explore in good faith whether a method could be used to permit disclosure by such party Party or its Representatives without waiving such privilegedesignated Representative.

Access to Information. (a) From the date hereof of the Original Agreement until the Closing, upon reasonable notice, Sellers shall and shall cause their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford Buyer and its authorized representatives reasonable access to the Closing Date or offices, properties and books and records of the earlier termination of this AgreementBusiness, the Company and Parent shall, (ii) furnish to the extent consistent with applicable Law officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (including antitrust Law)or copies thereof) as Buyer may from time to time reasonably request, afford the other party hereto and its Representatives reasonable in each case, solely for purposes of Buyer’s integration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s expense, during normal business hours, upon reasonable noticeunder the supervision of Sellers’ personnel, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to interfere in with the conduct normal operations of the business of the other party hereto Business and its Subsidiaries prior to Closing. From the date hereof may be limited to the Closing Dateextent such access, in light of COVID-19 or COVID-19 Measures, would jeopardize the parties hereto acknowledge health and agree that they and safety of any of their Representatives respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall not contact operate as a waiver or otherwise affect any officersrepresentation, employees, landlords, tenants, licensees, franchisees, customers warranty or agents of the other party hereto and its Subsidiaries unless consented to agreement given or made by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactSellers in this Agreement. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates Sellers shall not be required to disclose to the other party or any agent or Representative thereof any information to Buyer if such disclosure would, in Sellers’ sole discretion, (i) cause significant competitive harm to the Business if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or the transactions contemplated hereby are not consummated, (ii) which such party or jeopardize any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date of the Original Agreement. Notwithstanding the foregoing, (A) Buyer shall not have access to (x) personnel records of the Transferred Employees relating to individual performance or evaluation records, medical histories or other information that such party shall seek in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to obtain risk of liability, (y) any consent required under real property owned or leased by Sellers for purposes of conducting any such Contract invasive or intrusive environmental sampling or testing or (z) any information to permit such disclosure; providedthe extent relating to any Excluded Asset, further, that if the a party hereto Excluded Liability or any Tax Return of Sellers or their Affiliates that do not relate to the Business and (B) Sellers shall have the right to withhold any information relating to the sale process of the Business and information and analysis relating thereto. Buyer shall hold in confidence all information so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates believes in good faith that and their respective Representatives carrying out the activities contemplated under this Section 6.04, Buyer shall exercise reasonable care, and shall cause its Affiliates and their respective Representatives to use reasonable care, and to not cause any such disclosure may result in a loss damage to the properties, assets or offices of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSellers.

Access to Information. (a) From the date hereof of this Agreement until (x) with respect to the Companies other than ALS Financing, the First Closing Date or the earlier termination of this Agreementand (y) with respect to ALS Financing, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hoursSecond Closing Date, upon reasonable prior written notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so except as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes determined in good faith could result in a loss of the ability to successfully assert a claim of privilege be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege), contractual confidentiality obligations and work product privileges)privacy rights of residents, Seller shall, and shall cause each of the Companies and each such Person's respective Representatives to: (i) afford the Representatives of Acquiror reasonable access to the offices, properties, books and records of the Companies; provided (ii) furnish to the Representatives of Acquiror such additional financial and operating data and other information regarding the Companies' businesses conducted by them as Acquiror may from time to time reasonably request; and (iii) afford the Representatives of Acquiror and its Affiliates reasonable access to the employees of Seller and their Affiliates in respect of the Companies (and the businesses conducted by the Companies) and use their reasonable commercial efforts (without any requirement of Seller and the Companies or any of their respective Representatives to incur any expense to a third party) to make available to the Representatives of Acquiror and its Affiliates the employees of third party outsourcing companies who provide services to, and are located on the premises of, the Companies, in each case, whose assistance and expertise is necessary to assist Acquiror in connection with Acquiror's preparation to integrate the Companies and their businesses and personnel into Acquiror's organization following the applicable Closing; provided, however, that such party investigation shall seek to obtain be on a basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any consent required under of the businesses or operations of Seller, the Companies or any such Contract to permit such disclosureof their respective Affiliates; and provided, further, that if the a party hereto auditors and accountants of Seller, the Companies or any of its their respective Affiliates believes shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in good faith that form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Seller or any such disclosure may result in a loss of the ability Companies, Acquiror shall enter into a customary joint defense agreement with any one or more of Seller and the Companies with respect to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts any information to cooperate and explore in good faith whether a method could be used provided to permit disclosure by such party or its Representatives without waiving such privilegeAcquiror pursuant to this Section 5.02(a).

Access to Information. (a) From the date hereof to through the Closing Date or the earlier termination of this AgreementDate, upon reasonable notice and subject to any limitations imposed by applicable Law, the Company and Parent shall, shall afford to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Buyer and its Representatives reasonable access access, during normal business hours, upon reasonable noticeto all its personnel, to properties, books, contracts, commitments and records and all other information concerning its officersbusiness, employeesassets, agents, properties personnel and offices Tax status as Buyer may request; provided that Buyer and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as will not to interfere in disrupt the conduct operations or activities of the business of the other party hereto Company, and its Subsidiaries prior to Closing. From the date hereof to the Closing Dateif applicable Law limits such access, the parties hereto acknowledge and agree Parties will cooperate in good faith to establish an alternative mechanism to provide the information that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented Buyer desires to by obtain in connection with such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactaccess. Notwithstanding anything to the contrary set forth in this Agreementforegoing, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so nothing herein will require any employee or Representative of the Company Seller, the Company or their respective Affiliates to provide any information regarding the Business of the Company in any other format or otherwise to manipulate or reconfigure any data regarding the Business of the Company, (ii) nothing herein will require the Company or their Affiliates to provide Buyer or its Representatives with access to or copies of (A) any information subject to attorney-client or attorney work product privilege or any similar protection, (B) any information the disclosure of which could reasonably be expected to violate any applicable Law or the terms of any Contract or result in the loss of protectable interests in trade secrets (provided that Company Seller will use commercially reasonable efforts to which provide such party information in a manner that does not violate such Law or is in accordance with such Contract), (C) any Tax Returns of Company Seller or any of its Affiliates is a party (other than the Company or Law to the extent related to the Company) and (D) any information relating to the sale process, bids received from other Persons in connection with the transactions contemplated by this Agreement and information and analysis (including financial analysis) relating to such bids; and (iii) nothing contained herein will permit Buyer to conduct any intrusive or invasive environmental sampling (including any soil, sediment and groundwater sampling) without Company Seller’s consent (which may be withheld in Company Seller’s sole discretion). All requests for access will be made to such party Representatives of Company Seller as Company Seller will designate, who will be solely responsible for coordinating all such requests and access thereunder. Notwithstanding the foregoing, prior to Closing, Buyer and Buyer’s Representatives shall not contact or in any of its Affiliates is subject other manner communicate with customers (including clients) or (ii) which such party or any of its Affiliates believes in good faith could result in a loss suppliers of the ability Company in connection with the transactions contemplated by this Agreement without Company Seller’s consent (not to successfully assert a claim of privilege (including the attorney-client be unreasonably withheld, conditioned or delayed) and work product privileges); provided that participation in such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto contact or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegecommunication.

Access to Information. (a) From the date hereof Subject to the Closing Date or the earlier termination of this AgreementSection 4.5, the Company Seller shall cause its officers, directors, employees, auditors and Parent shall, other agents to the extent consistent with applicable Law (including antitrust Law), afford the officers, directors, employees, auditors, providers of financing, counsel, financial advisors and other party hereto and its Representatives agents of Buyer reasonable access during normal business hourshours to the officers, upon reasonable noticedirectors, employees, agents, properties, offices and other facilities of the Acquired Companies and their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Acquired Companies, as Buyer, through its officers, employees, auditors, providers of financing, counsel, financial advisors or other agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and recordsmay reasonably request. In exercising its rights hereunder, each party Buyer shall (and shall cause each of its Representatives to) conduct itself so as not to unreasonably interfere in the conduct of the business of the other party hereto and its Subsidiaries Acquired Companies prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge Buyer acknowledges and agree agrees that they any contact by Buyer and their Representatives shall not contact any its agents and representatives with officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact Acquired Companies hereunder shall be arranged and supervised by Representatives representatives of the such partySeller, unless the such party Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Seller nor any of its Affiliates (including the Acquired Companies) shall be required to disclose to the other party Buyer or any agent or Representative representative thereof any information (i) information (A) relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so so, in Seller’s good faith opinion, could violate any Contract or Law to which such party Seller or any of its Affiliates (including the Acquired Companies) is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates it believes in good faith could 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 such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided) or (ii) consolidated, furthercombined, that if the a party hereto unitary or similar Tax Return of which Seller or any of its Affiliates believes in good faith that (other than any such disclosure may result in a loss of the ability Acquired Companies) is the common parent or any other information relating to successfully assert a claim of privilege, Taxes or Tax Returns other than information relating solely to the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeAcquired Companies.

Access to Information. (a) From the date hereof Subject to the Closing Date or terms of the Confidentiality Agreement, during the period commencing upon the execution and delivery of this Agreement and terminating upon the earlier to occur of the Closing and the termination of this AgreementAgreement pursuant to and in accordance with Section 9.1, the Company upon reasonable notice and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable noticethe Company and its Subsidiaries shall, to its officers, employees, agents, properties and offices and shall cause the officers, employees, agentsauditors and agents of the Company and such Subsidiaries to, (a) afford the officers, employees and agents and representatives of Buyer reasonable access to the offices, properties, books and records of the Company and its Subsidiaries and (b) furnish to the officers, employees and agents and representatives of Buyer such additional financial and operating data and other information regarding the assets, properties and offices business of the Company or its Subsidiaries as Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement and to their books and records. In exercising its rights hereunderfacilitate the consummation of the transactions contemplated by this Agreement; provided, each party however, (i) any such access shall (and shall cause each of its Representatives to) conduct itself so be conducted in such a manner as not to interfere in with the conduct operation of the business conducted by the Company or any of its Subsidiaries; (ii) any intrusive environmental testing or sampling sought to be performed on any Owned Real Property or Leased Real Property (including any tests that involve drilling, excavation, or the collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall require the prior written consent of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party Company (such consent not to be unreasonably conditioned, withheld or delayed); (iii) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor Buyer or any of its Affiliates representatives shall not contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers, distributors, licensors, suppliers or other material business relations of the Company or its Subsidiaries without the prior written consent of the Company (such consent not to be unreasonably conditioned, withheld or delayed); (iv) Buyer shall be required responsible for any material damage to disclose to any Owned Real Property, Leased Real Property and any other assets or property of the other party Company or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party its Subsidiaries caused by Buyer or any of its Affiliates or representatives; and (v) the Company shall not be required to (or cause any Company Subsidiary to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in the breach of any confidentiality or similar agreement to which the Company any of its Subsidiaries is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a the loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); privilege (provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore allow for such access or disclosure in good faith whether a method could be used to permit disclosure by manner that does not result in a breach of such party agreement or its Representatives without waiving such a loss of attorney-client privilege).

Access to Information. (a) From Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the execution and delivery of this Agreement by the parties hereto through the earlier of the Closing and the date hereof to the Closing Date or the earlier termination of on which this AgreementAgreement is terminated in accordance with Article VII, the Company shall permit, and shall cause its Subsidiaries to permit, Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives advisors, accountants, attorneys and authorized representatives to have reasonable access access, during normal business hours, hours and upon reasonable notice, to the offices, facilities, assets, properties, management-level employees and books and records of the Company and its officersSubsidiaries, and shall furnish, or cause to be furnished, to Parent, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, employees, agentsbusinesses and operations as Parent shall from time to time reasonably request; provided, properties that nothing herein shall obligate the Company to produce any such information outside of the ordinary course of business. All access and offices and investigation pursuant to this Section 5.06 shall be coordinated through the officersCompany’s (i) Chief Executive Officer, employees(ii) Chief Financial Officer, agents(iii) Executive Vice President of Finance, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder(iv) Executive Vice President, each party shall President, Global Pharmaceuticals, (v) General Counsel or (vi) any designee thereof and shall cause each of its Representatives to) conduct itself so be conducted at Parent’s expense and in such a manner as not to unreasonably interfere in with the conduct normal operations of the business businesses of the other party hereto Company and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactSubsidiaries. Notwithstanding anything to the contrary set forth in this Agreementcontained herein or otherwise, neither party hereto the Company nor any of its Affiliates Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would reasonably be expected to the other party or any agent or Representative thereof any information (i) if doing so could violate jeopardize the attorney-client privilege or other immunity or protection from disclosure of the Company or its Subsidiaries, (ii) contravene any Law, any Contract entered into prior to which the date hereof or any other obligation of confidentiality, or (iii) result in the disclosure of competitively sensitive information, provided that the Company or its Subsidiaries, as applicable, will attempt in good faith to make such party alternative arrangements as may be reasonably necessary to provide the relevant information in a way that would not risk waiver of such privilege, immunity or protection or contravene such Law or Contract or result in such disclosure. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Affiliates is a party Subsidiaries without the prior written consent of the Company (which consent shall not be unreasonably withheld). The Company shall have the right to have one or Law to which such party or any more of its Affiliates is subject representatives present at all times during any visits, examinations, discussions or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure contacts contemplated by such party or its Representatives without waiving such privilegethis Section 5.06.

Access to Information. (a) From Prior to the date hereof, the Purchaser has conducted due diligence on the Project Company and has had access to or received the properties, books, records and personnel of the Project Company. Between the date hereof to and the Closing Date or the earlier termination of this AgreementClosing, the Seller shall, and shall cause the Project Company to, in response to reasonable requests of the Purchaser and Parent shallits representatives (including its legal advisors and accountants) therefor, provide additional access, during normal business hours and upon reasonable advance notice, to the extent consistent with applicable Law (including antitrust Law)properties, afford books, records and personnel of the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices Project Company and the officersFacility and Real Property; provided, employeesthat in no event shall the Seller or the Project Company be obligated to provide (i) any access to information that is repetitive or duplicative of access previously provided, agents(ii) access or information in violation of Applicable Law, properties (iii) bids, letters of intent, expressions of interest, or other proposals received from others in respect of the Project Company or in connection with the transactions contemplated by this Agreement or otherwise, and offices information and analyses relating to such communications, or (iv) any information, the disclosure of its Subsidiaries and which would jeopardize any privilege available to the Seller, the Project Company or any of their books and recordsrespective Affiliates relating to such information or would cause the Seller, the Project Company or any of their respective Affiliates to breach a confidentiality obligation to which it is bound. In exercising its rights hereunderconnection with such access, each party the Purchaser’s representatives shall (cooperate with the Seller’s and the Project Company’s representatives and shall cause each of its Representatives to) conduct itself so as not use their reasonable best efforts to interfere in the conduct minimize any disruption of the business of the other party hereto Seller and its Subsidiaries prior the Project Company. The Purchaser agrees to Closing. From abide by the date hereof to terms of the Closing DateConfidentiality Agreement and any safety rules or rules of conduct reasonably imposed by the Seller, the parties hereto acknowledge and agree that they and Project Company or their Representatives shall not contact respective Affiliates or the operator of any officerssuch entity, employeesas the case may be, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof such access and any information (i) if doing so could violate any Contract furnished to which such party them or any of its Affiliates is a party or Law their representatives pursuant to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability this Section 7.1. Without regard to successfully assert a claim of privilege (including the attorney-client and work product privilegesSection 10.6(b); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company Purchaser shall indemnify, defend and Parent shall use commercially reasonable efforts to cooperate hold harmless the Seller, the Project Company, their Affiliates and explore in good faith whether a method could be used to permit disclosure their respective officers, directors, employees and agents from and against any and all Liabilities asserted against or suffered by such party them relating to, resulting from, or arising out of, the examinations or inspections made by the Purchaser or its Representatives without waiving such privilegerepresentatives pursuant to this Section 7.1.

Access to Information. (a) From the date hereof Subject to the Closing Date or the earlier termination of this Agreement, the Company Confidentiality Agreement and Parent shall, to the extent consistent with applicable Law (including antitrust Law)Antitrust Laws) relating to the sharing of information, afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, upon reasonable notice to the parties hereto acknowledge Company, the Company shall, and agree that they and their Representatives shall not contact any cause its Subsidiaries to, afford to Parent, upon its reasonable request, through Parent’s officers, employeesemployees and representatives, landlordsreasonable access to the properties (including the Real Property), tenantsbusinesses and operations and to all books, licenseesrecords, franchisees, customers or agents contracts and other assets of the other party hereto Company and its Subsidiaries unless consented (including, for the avoidance of doubt, the Company providing Parent any forward-looking forecasts of cash flows of the Company or its Subsidiaries and other financial forecasts of the Company or its Subsidiaries, in each case, to by the extent prepared in the Ordinary Course of Business) (provided that Parent and its representatives shall have access during normal business hours and in such other party (such consent a manner as not to be interfere unreasonably withheld with the business or delayedoperations of the Company) and, at Parent’s cost and that expense, to make extracts and copies of such books and records. Parent and Parent’s representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any contact hereunder disruption to the business. Notwithstanding anything herein to the contrary, neither the Company nor any of its Subsidiaries shall be arranged and supervised by Representatives required to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege, contravene any Law, or conflict with any confidentiality obligations to which the Company or any of its Subsidiaries is bound (it being agreed that the parties shall use their commercially reasonable efforts to cause such partyinformation to be provided in a manner that would not result in such jeopardy, unless the such party otherwise expressly consents with respect to any specific contactcontravention or conflict). Notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither party hereto nor any prior to the Closing, without the prior written consent of its Affiliates a representative of the Company (who shall be required identified in writing to disclose to Parent as the other party or any agent or Representative thereof any information representative contemplated by this Section 6.1), (i) if doing so could violate Parent shall not contact any Contract to which such party suppliers to, or customers or employees of, the Company or any of its Affiliates is a party Subsidiaries and (ii) Parent shall have no right to perform invasive or Law to which such party subsurface investigations of the properties or facilities of the Company or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSubsidiaries.

Access to Information. (a) From the date hereof of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated in accordance with Article 7, and subject to the Closing Date requirements of any applicable Law, the Company shall, and shall cause each of its Subsidiaries and each of their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Company Representatives”) to, give Parent and Purchaser and their respective directors, officers, employees, counsel, accountants, investment bankers, financial advisors and other representatives (collectively, the “Parent Representatives”) access, in a manner reasonably designed to minimize disruption to the operations of the Company, upon reasonable notice and during the Company’s normal business hours, to the offices and other facilities and to the books and records of the Company and each of its Subsidiaries and shall cause the Company Representatives to furnish or make available to Parent, Purchaser and the Parent Representatives such financial and operating data and such other information with respect to the business and operations of the Company and its Subsidiaries as Parent, Purchaser or the earlier Parent Representatives may from time to time reasonably request. The foregoing notwithstanding, the Company shall not be required to afford such access to the extent that it would unreasonably disrupt the operations of the Company or any of its Subsidiaries, would cause a violation of any agreement to which the Company or any of its Subsidiaries is a party, would likely result in a loss of privilege or trade secret protection to the Company or any of its Subsidiaries or would constitute a violation of any applicable Law. Unless otherwise required by Law, each of Parent and Purchaser shall, and shall cause the Parent Representatives to, hold any such information in confidence in accordance with the terms of the Confidentiality Agreement. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the Company terms and Parent shallprovisions of the Confidentiality Agreement, to dated March 24, 2008 (the extent consistent with applicable Law (including antitrust Law“Confidentiality Agreement”), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices between Parent and the officers, employees, agents, properties and offices of its Subsidiaries and Company shall apply to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect all information furnished to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor Parent Representative by any of its Affiliates shall be required to disclose to the other party Company Representative hereunder or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegethereunder.

Access to Information. (a) From and after the date hereof to until the Closing Date or the earlier termination of this Agreementand subject to applicable Law, the Company and Advisor Parent shall, to the extent consistent with applicable Law (including antitrust Law)and shall direct each of its Affiliates, Subsidiaries and Representatives to, afford the other party hereto to GNL, RTL and its their respective Representatives reasonable access access, during normal business hours, upon reasonable notice, to its officers, employees, agents, properties advance prior written notice and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such manner as will not to unreasonably interfere in with the conduct of the business of the other party hereto Advisor Parties, to all properties, books and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents records of the Target Companies, and all other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents information with respect to any specific contactthe business of the Target Companies or the Business Assets, together with the opportunity to make copies (at GNL’s expense) of such books, records and other documents and to discuss the business of the Target Companies or the Business Assets with such members of management, officers, directors, counsel, accountants and other Representatives for the Advisor Parties as GNL, RTL and their respective Representatives may reasonably request in writing, and the Advisor Parties shall use their commercially reasonable efforts to direct such members of management, officers, directors, counsel, accountants and other Representatives to reasonably cooperate with GNL, RTL and their respective Representatives in connection therewith. Notwithstanding anything the foregoing provisions of this Section 5.9, the Advisor Parties shall not be required to, or to cause any of their Affiliates or Subsidiaries to, grant access or furnish information to GNL, RTL or their respective Representatives to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information extent that (i) if doing so could violate any Contract such access would jeopardize attorney/client or attorney work product privilege, taking into account whether GNL and/or RTL is willing to which such party enter into a customary joint defense agreement or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject similar arrangement or (ii) which such party access or any the furnishing of its Affiliates believes in good faith could result in a loss such information is prohibited by applicable Law. In the event the Advisor Parties do not provide access or information pursuant to clauses (i) or (ii) of the ability preceding sentence, Advisor Parent will provide notice to successfully assert a claim of privilege (including the attorney-client GNL and work product privileges); provided RTL that such party shall seek information is being withheld, and Advisor Parent will cause such entity to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of use its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate communicate, to the extent feasible, the applicable information in a way that will not violate the applicable privilege or applicable Law and, if applicable, seek a waiver of any applicable third-party restrictions. All information provided pursuant to this Agreement shall remain subject in all respects to the letter agreement, dated April 2, 2023, by and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeamong GNL, RTL and Advisor Parent.

Access to Information. (a) From the date hereof to until the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hoursClosing, upon reasonable noticenotice and subject to applicable laws relating to the exchange of information, to its officersBCBSKS shall, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives officers, directors, employees, agents, accountants and counsel to: (i) conduct itself so as not to interfere in afford the conduct officers, employees and authorized agents, accountants, counsel, financing sources and other representatives of Purchaser reasonable access, during normal business hours during the business of the other party hereto and its Subsidiaries period prior to Closingthe Closing Date, to the offices, properties, plants, other facilities, books and records of BCBS, and to those officers, directors, employees, agents, accountants and counsel of BCBS who have any knowledge relevant to BCBS or the Business, (ii) furnish to the officers, employees and authorized agents, accountants, counsel, financing sources and representatives of Purchaser such additional financial and operating data and other information regarding the Business, assets, properties, personnel and goodwill of BCBS as Purchaser may from time to time reasonably request; and (iii) cooperate with and assist Purchaser in planning and preparing for post-Closing operations, including without limitation matters relating to customer and employee retention. From the date hereof until the Closing, each party shall make available to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto a copy of each report, schedule, registration statement, and its Subsidiaries unless consented other document files or received by it during such period pursuant to by such the requirements of federal or state law (other party (such consent than those reports or documents which Purchaser or BCBSKS, as the case may be, is not permitted to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactdisclose under applicable Law). Notwithstanding anything contained in this Agreement to the contrary set forth in this Agreementcontrary, neither party hereto Purchaser nor BCBSKS nor any of its Affiliates their respective Affiliates, shall be required to provide access to or to disclose to information where such access or disclosure would violate or prejudice the other party rights of Purchaser's or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including BCBSKS's customers, jeopardize the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss accountant-client privilege of the ability institution in possession or control of such information or contravene any Law, fiduciary duty or binding agreement entered into prior to successfully assert a claim the date of privilege, this Agreement. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegerestrictions of the preceding sentence apply.

Access to Information. (a) From the date hereof to Until the Closing Date or Time, subject to any Applicable Law, applicable privileges and contractual confidentiality obligations, (i) the earlier termination of this AgreementSellers shall allow and shall cause the QNX Entities to allow the Buyers and their representatives, the Company accountants, legal counsel and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives advisors reasonable access during normal business hours, hours upon reasonable noticeprior notice to the properties, to its officersfiles, employeesbooks, agentsrecords, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries the QNX Entities (and to their books and recordsrecords of the Sellers to the extent related to the QNX Entities) for transition planning purposes, including any and all information relating to taxes, legal advice, commitments, contracts, leases, licenses, personnel, environmental, health and safety, personal property and financial condition and such other information and data as reasonably requested by the Buyers and (ii) the Sellers shall provide reasonable cooperation with the Buyers to arrange meetings during normal business hours between representatives of Buyers and personnel of the QNX Entities for transition planning purposes. In exercising its rights hereunderUntil the Closing Time, each party shall (and subject to the Applicable Law, the Sellers shall cause each of its Representatives to) conduct itself so as not the QNX Entities’ accountants to interfere cooperate with the Buyers and their representatives in making available all financial information reasonably requested; provided, however that the conduct accountants of the business Sellers or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. If so requested by the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing DateSellers, the parties hereto acknowledge Buyers and agree that they the Guarantor shall enter into a customary joint defense agreement with the Sellers and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents QNX Entities with respect to any specific contact. Notwithstanding anything information to be provided to the contrary set forth Buyers pursuant to this Section 5.6(a). No information or knowledge obtained in any investigation pursuant to this Section 5.6(a) or prior to the execution of this Agreement shall affect or be deemed to modify any representation or warranty contained in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Agreement or any of its Affiliates is a party the Transaction Documents or Law to which such party in any document contemplated in this Agreement or any of its Affiliates is subject the Transaction Documents and no investigation made by the Buyers or (ii) which such party their representatives shall affect the Buyers’ right to rely on any representation or warranty in this Agreement or any of its Affiliates believes the Transaction Documents or in good faith could result any document contemplated in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto this Agreement or any of its Affiliates believes in good faith that any the Transaction Documents. All such disclosure may result in a loss access shall be subject to the terms of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeConfidentiality Agreement.

Access to Information. (a) From the date hereof to until the Closing Date Effective Time (or the earlier termination of this Agreement), the Company shall give Parent, its counsel, financial advisors, auditors and Parent shall, other authorized Representatives full access at reasonable times to the extent consistent with applicable Law (including antitrust Law)offices, afford properties, permits, files, books and records of the other party hereto Company and its Subsidiaries, will furnish to Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, such financial and operating data and other information as such Persons may reasonably request and will instruct the Company's employees, agentscounsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company and offices its Subsidiaries, including in connection with any environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section shall affect any representation or warranty given by the officers, employees, agents, properties Company to Parent hereunder and offices nothing herein shall require the Company or any of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall disclose any information that would cause each a violation of its Representatives to) conduct itself so law or any confidentiality agreement in effect as not to interfere in the conduct of the business date of this Agreement. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the other party hereto Confidentiality Agreement previously executed by or on behalf of Parent and its Subsidiaries prior to Closing. From the date hereof to Company (the Closing Date"Confidentiality Agreement"); provided, the parties hereto acknowledge and agree however, that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding notwithstanding anything to the contrary set forth contained in the Confidentiality Agreement or this Agreement, neither party hereto nor any of nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company or its Affiliates shall be required Representatives, in the Schedule TO, the Offer to disclose to Purchase, the other party Tender Offer Documents or any agent or Representative thereof the Proxy Statement, any information (i) if doing so could violate any Contract that is required by law to which such party be disclosed therein in connection with the purchase of Shares or any the solicitation of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes proxies in good faith could result in a loss of connection with the ability to successfully assert a claim of privilege (including Offer and the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; providedMerger, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegerespectively.

Access to Information. (a) From and after the date hereof to until the earlier of the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent Agreement in accordance with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hoursterms, upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall provide to Buyer and its officers, employees, agents, properties authorized representatives during normal business hours reasonable access to all books and offices records of the Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company) and the officersGroup Companies shall furnish promptly to Buyer and its representatives such information concerning their business, employeesproperties, agentsContracts, properties assets, liabilities and offices employees as Buyer and its representatives may reasonably request; provided, that in no event shall the foregoing include any sampling or analysis of its Subsidiaries and soil, air, groundwater, building materials or other environmental media nor may Buyer require that such sampling or analysis be conducted. All of such information shall be treated as confidential information pursuant to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct terms of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing DateConfidentiality Agreement, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents provisions of the other party hereto and its Subsidiaries unless consented to which are by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor during the period from the date hereof until the Closing, none of Seller and any of its Affiliates shall be required to disclose to the other party Buyer or any agent or Representative thereof of its representatives any information (iA) to the extent related to the sale or divestiture process conducted by Seller or its Affiliates for the Group Companies vis-à-vis any Person other than Buyer and its Affiliates, or Seller’s or its Affiliates’ (or their representatives’) evaluation of the business of the Group Companies in connection therewith, including projections, financial and other information relating thereto, (B) if doing so could would violate any Contract or Law to which such party Seller or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any it reasonably determined upon the advice of its Affiliates believes in good faith counsel could result in a the loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that privileges or (C) if the a party hereto Seller or any of its Affiliates believes in good faith that Affiliates, on the one hand, and Buyer or any such disclosure may result of its Affiliates, on the other hand, are adverse parties in a loss of the ability to successfully assert a claim of privilege, the Company litigation and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeinformation is reasonably pertinent thereto.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this AgreementAgreement through the Closing, the Company shall afford to representatives of Buyer and Parent shall, VAB Acquisition Sub access to the extent consistent with applicable Law (including antitrust Law)officers, afford the other party hereto employees, accountants, counsel, offices, properties, books and its Representatives reasonable access records during normal business hours, as Buyer or VAB Acquisition Sub may reasonably request in order that Buyer and VAB Acquisition Sub may have an opportunity to make such investigations as they desire of the affairs of the Company and the Company Subsidiaries (including any investigations reasonably required by Buyer to determine the Tax cost to Buyer and VAB Acquisition Sub of the VAB Purchase) and to facilitate consummation of the Transactions; provided, however, that such investigation shall be upon reasonable notice, shall not unreasonably disrupt the personnel and operations of the Company and shall be subject to its officersApplicable Laws. All requests for access to the offices, employeesproperties, agentsbooks, properties and offices records relating to the Company and the officers, employees, agents, properties and offices of its Company Subsidiaries and shall be made to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct such representatives of the business Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. None of Buyer, VAB Acquisition Sub or their representatives shall contact any of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents suppliers of the Company or its respective Affiliates in connection with the Transactions, whether in person or by telephone, mail or other party hereto and its Subsidiaries unless consented to by means of communication, without the specific prior written authorization of such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives representatives of the such partyCompany as the Company may designate. If, unless in the such party otherwise expressly consents with respect course of any investigation pursuant to this Section 6.1, Buyer becomes aware of any specific contact. Notwithstanding anything to the contrary set forth breach of any representation or warranty contained in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party Agreement or any agent circumstance or Representative thereof any information (i) if doing condition that upon the Closing would constitute such a breach, Buyer covenants that it will promptly so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of inform the ability to successfully assert a claim of privilege (including Company and VAB Acquisition Sub. To the attorney-client extent permitted under Applicable Law, from and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if after the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilegedate hereof, the Company shall reasonably cooperate with Buyer and Parent shall use commercially reasonable efforts to cooperate VAB Acquisition Sub regarding the determination and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeimplementation of an orderly transition following the Merger.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this AgreementUpon reasonable notice, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives the Subsidiaries to) conduct itself so as not afford to interfere in the conduct officers, employees, counsel, accountants, financing sources and other authorized repre- sentatives of the Buyer ("Representatives"), in order to evaluate the transactions contemplated by this Agreement, reasonable access, during normal business of hours throughout the other party hereto and its Subsidiaries period prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any to its officers, directors, employees, landlordsaccountants and other advisors and agents, tenantsproperties, licenseesbooks, franchiseesrecords and Contracts and, customers or agents during such period, it shall (and shall cause each of the Subsidiaries to) furnish promptly to such Representatives all financial, operating and other party hereto data and other information concerning its Subsidiaries unless consented business, properties and personnel as may reasonably be requested. (b) Buyer agrees that it will, and will cause its Repre- sentatives to, use any information obtained pursuant to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives this Section only in connection with the consummation of the such party, unless the such party otherwise expressly consents transactions contem- plated by this Agreement. (c) The Confidentiality Agreement shall apply with respect to any specific contact. Notwithstanding anything Information, as defined therein, furnished to the contrary set forth in Representatives pursuant to this AgreementSection. (d) As reasonably requested by Buyer, neither party hereto nor any of its Affiliates Parent shall be required cause Company to disclose to the other party or any agent or Representative thereof any information provide Buyer with (i) if doing so could violate any Contract a list of all affiliated groups within the meaning of Section 1504(a) of the Code of which the Company or the Subsidiaries have been a member and of which Parent was not the common parent corporation, (ii) a list of all Tax allocation or Tax sharing agreements to which such party or any of its Affiliates the Company and the Subsidiaries is a party or Law with any Person and any agreements that provide for the Company and the Subsidiaries to indemnify any Person with respect to Taxes, (iii) a list of the federal, state and foreign income Tax Returns and other Tax Returns which are material and that were filed by the Company and each of the Subsidiaries during the three year period ending on the date of the latest balance sheet included with the Financial Statements indicating periods for which such party or any Tax Returns were filed that are closed under applicable statutes of its Affiliates is subject or limitation, and (iiiv) which such party or any copies of its Affiliates believes in good faith could result in a loss all United States federal pro forma consolidated income Tax Return information of the ability to successfully assert a claim Company and the Subsidiaries and all material, state, local, and foreign income or franchise Tax Returns of privilege the Company and the Subsidiaries (including only the attorney-client relevant portions of Parent's Tax Returns that relate solely to the Company and work product privileges); provided that such party shall seek the Subsidiaries) for all Tax periods ending on or after the date which is three years prior to obtain any consent required under any such Contract the Closing Date. (e) Prior to permit such disclosure; providedSeptember 1, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege1998, the Company shall provide to Buyer a list of all material services provided to the Company or any Subsidiary by Parent or any Affiliate of Parent (other than the Company or any Subsidiary) or pursuant to Contracts between Parent or any Affiliate of Parent (other than the Company or any Subsidiary) and third parties. If requested by Buyer, Parent shall use enter into an amendment to the Separation Agreement to provide, to the extent feasible and not otherwise prohibited by Law, for the continuation for a reasonable period subsequent to the Closing of any services included on such list, any such services to be provided on commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilege.terms. 5.3

Access to Information. (a) From the date hereof to until the earlier of the Closing Date or the earlier termination of date this AgreementAgreement terminates in accordance with Article XI, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives toSubsidiaries to (a) conduct itself so give the Buyer, its counsel, financial advisors, auditors and other representatives, at the sole expense of the Buyer, reasonable access to the offices, properties, books and records of the Company and its Subsidiaries; (b) furnish to the Buyer, its counsel, financial advisors, auditors and other representatives such information relating to the Company or any of its Subsidiaries as may be reasonably requested, including such information as is necessary for the Buyer to comply with GAAP in respect of the Purchased Interests (including information necessary to determine the value of any intangibles of the Company); and (c) instruct the employees, counsel, accountants and other advisors of the Company or any of its Subsidiaries to cooperate with the Buyer in its investigation of the Company and any of its Subsidiaries provided that any such access and review shall be granted and conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactCompany. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto the Sellers nor any of its Affiliates the Company shall be required to disclose any information to the other party Buyer or any agent its counsel, advisors or Representative thereof any information representatives if doing so would in the written opinion of outside counsel to the Sellers delivered to the Buyer (i) if doing so could violate any Contract agreement or Law to which such party the Sellers the Company or any of its Affiliates Subsidiaries is a party or Law to which such party Sellers, the Company or any of its Affiliates Subsidiaries is subject or (ii) which such party result in the waiver of any legal privilege or work product protection of the Sellers or any of its Affiliates believes in good faith could result in a loss their Affiliates. Any information provided pursuant to this Section 7.3 shall be subject to the terms of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; providedConfidentiality Agreement, furtherdated September 19, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege2011, between the Company and Parent Buyer (the “Confidentiality Agreement”). The Confidentiality Agreement shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure terminate automatically, without any action by such party or its Representatives without waiving such privilegeany party, upon the Closing.

Access to Information. (a) From Following the date hereof Closing, each Party shall afford to the Closing Date or the earlier termination of this Agreementother Party and to such other Party’s Representatives (at reasonable times, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon on reasonable notice, to its officers, employees, agents, properties prior written notice and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself in a manner so as not to interfere in with the conduct of the applicable Party’s and its Affiliates’ business operations) (i) reasonable access and duplicating rights to all Information within the possession or control of such Party and (ii) reasonable access to the personnel of such Party who have knowledge of the other Information or the Business; provided, however, that neither Party (nor its Representatives) shall be required (x) to provide any Information or access (A) that would violate the provisions of any applicable laws or regulations or any agreement to which it is a party hereto and its Subsidiaries prior to Closing. From or, in the date hereof to the Closing Datecase of Information, the parties hereto acknowledge and agree that they and their Representatives shall not contact sharing of which would legally require the consent of any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other third party (including any employee of such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives Party of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to Affiliates), (B) that would cause the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided ) with respect thereto or (C) that would result in the disclosure of any information of such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto Party or any of its Affiliates believes in good faith that unrelated to the Business (and such Party shall be permitted to redact any such disclosure information from any materials provided to the other Party or its Representatives) or (y) to provide any consolidated, combined, affiliated or unitary Tax Return that includes such Party or any of its Affiliates or any Tax-related work papers. Requests may result in a loss be made under this Section 10.1(a) for financial reporting and accounting matters, preparing financial statements, preparing and filing of any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities law or securities exchange filings, prosecuting, defending or settling any litigation, or insurance claim, performing obligations under this Agreement and the ability Ancillary Agreements, and all other proper business purposes. With respect to successfully assert a claim of privilegeany Information, the Company Seller (i) shall not use, and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or cause its Representatives without waiving not to use, such privilegeInformation for any purpose other than to confirm the accuracy of each Revenue Statement and (ii) shall, consistent with Section 10.1(e), keep all such Information confidential and not disclose such Information to any third party (other than its Representatives, each of whom shall not use such Information for any purpose other than to confirm the accuracy of each Revenue Statement).

Access to Information. (a) From the date hereof to until the Closing Date or Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the earlier termination parties), the Seller and the Parent shall, and shall cause each of this Agreement, the Company and Parent shallthe Transferred Subsidiaries and any such Person’s respective Representatives to, to the extent consistent with applicable Law (including antitrust Law), i) afford the other party hereto Acquiror and its the Representatives of the Acquiror reasonable access access, during normal business hours, upon reasonable noticeto the offices, to its officersproperties, employeesbooks, agentsdata, properties files, information, records and offices employees of the Seller, the Parent and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the officersBusiness, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives toii) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof furnish to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the Acquiror such partyadditional financial data, unless investment activity reports and other information regarding the such party otherwise expressly consents Company, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with respect the actions contemplated in Section 7.01 of this Agreement and with the Acquiror’s preparation to any specific contact. Notwithstanding anything integrate the Company, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the contrary set forth extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in this Agreementconnection therewith; provided, neither party hereto nor however, that nothing herein shall require either the Seller, the Parent, the Company or any of its Affiliates shall be required the Transferred Subsidiaries, or any such Person’s respective Representatives, to disclose any information to the other party Acquiror or the Representatives of the Acquiror or take any agent or Representative thereof any information (i) if doing so could violate action that would cause a violation of any Contract to which such the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or Law to which such party information or any of its Affiliates is subject Affiliates, or (ii) which would constitute a violation of applicable Law or obligations to customers, so long as the Seller, the Parent, the Company and/or the Transferred Subsidiary, and/or such party Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or any of its Affiliates believes in good faith could result in a loss of the ability obligations to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosurecustomers; provided, further, that if such investigation shall not unreasonably interfere with any of the businesses or operations of the Seller, the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Seller, the Parent, the Company or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Seller and the Parent shall, and shall cause the Company and the Transferred Subsidiaries, to promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Seller or the Parent, the Acquiror shall enter into a customary joint defense agreement with any one or more of the Seller, the Parent, the Company and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 6.03(a). Any information provided pursuant to this Section 6.03(a) shall be subject to the Confidentiality Agreements. The Acquiror shall reimburse the Seller, the Parent and their respective Affiliates, in cash, promptly for any reasonable and necessary third party hereto out-of-pocket expenses incurred by the Seller and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 6.03(a). The Acquiror shall indemnify and hold harmless the Seller, the Parent, and their respective Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates believes in good faith that or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such disclosure may Losses are the result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party Acquiror’s actions or its Representatives without waiving such privilegeomissions.

Access to Information. (a) From the date hereof until the Effective Time, and subject to the Closing Date or the earlier termination of this AgreementApplicable Law, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives upon reasonable access notice during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party Company shall (and shall cause each its Subsidiaries to) use commercially reasonable efforts to (i) subject to reasonable logistical restrictions as a result of COVID-19 or any COVID-19 Measures, give Parent, its officers, directors, employees, investment bankers, attorneys, lenders, underwriters, accountants, consultants or other agents, advisors or other representatives (“Representatives”) reasonable access to the Company’s Representatives and its offices, properties, assets, books, records, work papers and other documents (including existing financial and operating data) related to the Company and its Subsidiaries and (ii) furnish to Parent and its Representatives such existing information as such Persons may reasonably request within a reasonable time of such request, including, at Parent’s expense, copies of such existing information; provided, that neither the Company nor any of its Representatives toSubsidiaries shall be required to provide access or disclose information where such access or disclosure (x) would, in each case, upon the advice of legal counsel, jeopardize the attorney-client privilege of the Company or any of its Subsidiaries or violate any Applicable Law or Contract, or (y) relates to any Acquisition Proposal (unless such information is required to be disclosed in accordance with Section 6.03). Notwithstanding the foregoing, Parent shall not (A) have access to personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information which is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability, or (B) conduct itself so or cause to be conducted any sampling, testing or other invasive investigation of the air, soil, soil gas, surface water, groundwater, building materials or other environmental media at any real property or facility owned, leased or operated by the Company or any of its Subsidiaries. Any investigation pursuant to this Section shall be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto Company and its Subsidiaries prior Subsidiaries. No information or knowledge obtained in any investigation pursuant to Closingthis Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. From Notwithstanding the date hereof foregoing, in the case of any information that in the reasonable, good faith judgement of the Company is competitively sensitive, such information shall be provided to the Closing Date, Parent pursuant to a “clean room” arrangement agreed between the parties hereto acknowledge and agree that they and their Representatives is intended to permit the sharing of such information in compliance with Applicable Laws. The information provided pursuant to this Section 6.02 shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents be kept confidential by the recipient thereof in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate as of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeEffective Time.

Access to Information. (a) From the date hereof to until the Closing Date or Date, upon reasonable prior notice (or, with respect to access to employees, as may otherwise be agreed to by the earlier termination of this Agreementparties), the Company and Parent shall, to and shall cause each of the extent consistent with applicable Law Sellers, the Companies and the Transferred Subsidiaries and any such Person’s respective Representatives to, (including antitrust Law), i) afford the other party hereto Acquiror and its the Representatives of the Acquiror timely and reasonable access access, during normal business hours, upon reasonable noticeto the offices, to its officersproperties, employeesbooks, agentsdata, properties files, information, records and offices employees of the Parent, the Sellers and their respective Affiliates in respect of the Companies, the Transferred Subsidiaries and the officersBusiness, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives toii) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof furnish to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the Acquiror such partyadditional financial data, unless investment activity reports and other information regarding the such party otherwise expressly consents Companies, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to time reasonably request, and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with respect the Acquiror’s preparation to any specific contact. Notwithstanding anything integrate the Companies, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the contrary set forth extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in this Agreementconnection therewith; provided, neither party hereto nor however, that nothing herein shall require the Parent, any of its Affiliates shall be required the Sellers, any of the Companies or any of the Transferred Subsidiaries, or any of such Person’s respective Representatives, to disclose any information to the other party Acquiror or the Representatives of the Acquiror or take any agent or Representative thereof any information (i) if doing so could violate action that would cause a violation of any Contract to which such the disclosing party or any of its Affiliates is a party, would cause a risk of loss of legal privilege to the party disclosing such data or Law to which such party information or any of its Affiliates is subject Affiliates, or (ii) which would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Seller, the Company and/or the Transferred Subsidiary, and/or such party Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or any of its Affiliates believes in good faith could result in a loss of the ability obligations to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosurecustomers; provided, further, that if such investigation shall not unreasonably interfere with any of the businesses or operations of the Parent, the Sellers, the Companies, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Sellers, the Companies or the Transferred Subsidiaries shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary Auditor’s Letter relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. The Parent shall, and shall cause the Sellers, the Companies and the Transferred Subsidiaries to, promptly provide any consent requested by their respective independent accountants in connection with such access. If so reasonably requested by the Parent, the Acquiror shall enter into a customary joint defense agreement, in form and substance reasonably acceptable to the Acquiror and the Parent, with any one or more of the Parent, the Sellers, the Companies and the Transferred Subsidiaries with respect to any information to be provided to the Acquiror pursuant to this Section 5.02(a). Any information provided pursuant to this Section 5.02(a) shall be subject to the Confidentiality Agreement. The Acquiror shall reimburse the Parent and its Affiliates, in cash, promptly for any reasonable and necessary third party hereto out-of-pocket expenses incurred by the Parent and its Affiliates and any such Person’s Representatives in complying with any request by or on behalf of the Acquiror or its Representatives in connection with this Section 5.02(a). The Acquiror shall indemnify and hold harmless the Parent, and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s use, storage or handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of any of the Companies or any of the Transferred Subsidiaries and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Acquiror or any of its Affiliates believes in good faith that or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such disclosure may Losses are the result in a loss of the ability to successfully assert a claim Acquiror’s actions or omissions. From the date hereof until the Closing Date, Parent shall, and shall cause each of privilegethe Sellers, the Company Companies and Parent shall use commercially reasonable efforts the Transferred Subsidiaries to, deliver to cooperate the Acquiror monthly financial reports and explore quarterly financial statements prepared in good faith whether a method could be used to permit disclosure the Ordinary Course of Business by or on behalf of the Companies or the Transferred Subsidiaries promptly following the preparation of such party reports or its Representatives without waiving such privilegefinancial statements.

Access to Information. (a) From Subject to Section 5.6 and applicable Law, prior to the date hereof to earlier of the Closing Date or and the earlier termination date on which this Agreement is terminated pursuant to ARTICLE VII, upon reasonable prior written notice by Buyer and solely for purposes of the consummation of the transactions contemplated by this Agreement, the Company Seller shall afford Buyer and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Buyer’s Representatives reasonable access during normal business hourshours to the officers, upon reasonable notice, to its officersdirectors, employees, agents, properties and properties, offices and other facilities (including the officers, employees, agents, properties Rolling Mill Real Property) and offices of its Subsidiaries and to their the books and recordsrecords of the Company (including, for the avoidance of doubt, by maintaining Buyer’s and its Representatives’ access to the Project Knight online data room), Seller and the Rolling Mill Affiliates (solely with respect to the Rolling Mill Business), and shall furnish Buyer, at Buyer’s expense, with such existing financial, operating and other data and information with respect to the Rolling Mill Business, as Buyer may reasonably request in writing. In exercising its rights hereunder, each party Buyer shall (and shall cause each of its Representatives to) conduct itself so as not to unreasonably interfere in the conduct of the business of the other party hereto and its Subsidiaries Rolling Mill Business prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge Buyer acknowledges and agree agrees that they any contact by Buyer and their its agents and Representatives shall not contact any with officers, employees, landlords, tenants, licensees, franchisees, customers employees or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact Company hereunder shall be arranged and supervised by Representatives of the such partySeller, unless the such party Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Seller nor any of its Affiliates (including the Company) shall be required to disclose to the other party Buyer or any agent or Representative thereof any information (i) information if doing so could reasonably be expected to (A) violate any Contract or Law to which such party Seller or any of its Affiliates (including the Company) is a party or Law to which such party or any of its Affiliates is subject or subject, (iiB) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided , (C) upon a written opinion of counsel, result in the disclosure of any competitively sensitive information of Seller or of any of its Affiliates unrelated to the Rolling Mill Business or that such party shall seek would violate any Law or (D) breach a confidentiality or other obligation to obtain any consent required under any such Contract to permit such disclosure; provideda Third Party and (ii) consolidated, furthercombined, that if the a party hereto affiliated or unitary Tax Return which includes Seller or any of its Affiliates believes or any Tax-related work papers, except, in good faith each case, for materials that relate solely to the Company, the Rolling Mill Business or the Rolling Mill Assets. Notwithstanding the foregoing, prior to the Closing, Buyer shall have no right to perform or conduct any such disclosure may result in a loss environmental sampling or other invasive environmental investigation on or about any portion of the ability Rolling Mill Real Property (or any other real property) without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). It is further agreed that, subject to successfully assert a claim Section 5.16(b), prior to the Closing, Buyer shall not (and shall cause its Representatives not to) contact any of privilegethe employees, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party customers, distributors, vendors or suppliers of Seller or its Affiliates (including the Company) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). Prior to the Closing, Buyer shall not (and shall cause its Representatives without waiving such privilegenot to) use any information obtained pursuant to this Section 5.7 for any purpose unrelated to the transactions contemplated by this Agreement. Promptly following the Closing, Seller shall deliver to Buyer a CD, USB flash drive or similar electronic media containing the contents of the online data room as of the date hereof and any additional content uploaded prior to Closing.

Access to Information. (a) From the date hereof to until the Closing Date or the earlier termination of this AgreementDate, upon reasonable notice, the Company and Parent shall, and shall cause each Subsidiary (and to the extent consistent with applicable Law it has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel, to (including antitrust Law), i) afford the other party hereto Purchaser and its Representatives authorized representatives reasonable access to the offices, properties, books and records and key employees of the Company, each Subsidiary and any Joint Venture and (ii) furnish to those officers, employees, and authorized agents and representatives of the Purchaser who reasonably have a need to know such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, upon reasonable notice, to its officers, employees, agents, properties under the supervision of the Seller’s personnel and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to unreasonably interfere in with the conduct normal operations of the business Business. The Purchaser acknowledges and agrees that all notices of requests by the Purchaser or its authorized representatives for (i) access to offices, properties or books or records of the Company, any Subsidiary or any Joint Venture or (ii) additional financial and operating data or other party hereto and its Subsidiaries prior to Closing. From information regarding the date hereof Business shall be directed solely to the Closing DateChief Financial Officer of the Company, and the parties hereto acknowledge and agree that they and their Representatives Purchaser shall not contact direct any officerssuch notice to any other officer, employeesdirector, landlordsemployee, tenantsagent, licenseesrepresentative, franchisees, customers accountant or agents counsel of the other party hereto and its Subsidiaries unless consented to by such other party (such Company, any Subsidiary or any Joint Venture without the written consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless Chief Financial Officer of the such party otherwise expressly consents with respect to any specific contactCompany. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates the Seller shall not be required to disclose any information to the other party or any agent or Representative thereof any information Purchaser if such disclosure would, in the Seller’s sole discretion, (i) cause significant competitive harm to the Business if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or the transactions contemplated hereby are not consummated, (ii) which such party or jeopardize any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegedate hereof.

Access to Information. The parties acknowledge that Buyer and the Company have previously executed a confidentiality agreement, dated as of September 7, 2006 (a) From the date hereof to “Confidentiality Agreement”), which Confidentiality Agreement shall continue in full force and effect in accordance with its terms, except as expressly waived or modified as provided herein or therein. During the Pre-Closing Date or the earlier termination of this AgreementPeriod, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law)and shall cause each of its Subsidiaries to, afford the to Buyer’s officers, employees, accountants, counsel, and other party hereto and its Representatives Representatives, reasonable access during normal business hoursaccess, upon reasonable notice, during normal business hours and in a manner that does not unreasonably disrupt or interfere with business operations, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices all of its Subsidiaries properties, books, contracts, commitments, management personnel and to their books and records. In exercising its rights hereunderrecords as Buyer shall reasonably request, each party and, during such period, the Company shall (and shall cause each of its Representatives Subsidiaries to) conduct itself so furnish promptly to Buyer (x) a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (y) all other information concerning its business, finances, operations, properties, assets and personnel as not Buyer may reasonably request, in each case, subject to interfere any restrictions contained in the conduct Confidentiality Agreement; provided that the foregoing shall not require the Company to permit any inspection or disclose any information that, in the reasonable judgment of the business Company, would result in the disclosure of any trade secrets of third parties or otherwise privileged information so long as the existence of such trade secrets of third parties or privileged information and the lack of disclosure thereof is identified to Buyer. Without limiting the generality of any of the foregoing, the Company shall promptly provide Buyer with copies of: (i) any written materials or communications sent by or on behalf of the Company to its stockholders; (iii) any notice, document or other communication relating to the Merger sent by or on behalf of any of the Company or any of its subsidiaries to any customer, supplier, employee, or other party hereto with whom the Company or any of its subsidiaries has a contractual relationship; provided that a form of such notice, document or other communication shall suffice where such notice, document or other communication is substantially identical but for the addressee; (iv) any notice, report or other document filed with or sent to any Governmental Entity on behalf of the Company or any of its subsidiaries in connection with the Merger; and (v) any material notice, report or other document received by the Company or any of its Subsidiaries prior to Closingsubsidiaries from any Governmental Entity. From the date hereof to the Closing DateBuyer will hold, the parties hereto acknowledge and agree that they and their Representatives shall not contact any instruct all such officers, employees, landlordsaccountants, tenantscounsel, licenseesand other Representatives to hold, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, information that if is nonpublic in confidence in accordance with the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeConfidentiality Agreement.

Access to Information. (a) From the date hereof to the Closing Date or until the earlier of Closing or termination of this AgreementAgreement in accordance with Article VIII and subject to compliance with all applicable Antitrust Laws, the Company and Parent Seller shall, to the extent consistent with applicable Law : (including antitrust Law), a) afford the other party hereto Buyer and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officersright to inspect all of the Leased Real Property, employeesproperties, agentsassets, properties premises, Books and offices of Records, Assigned Contracts and other documents and data exclusively related to the Business; and (b) furnish Buyer and its Subsidiaries Representatives with such financial, operating and other data and information exclusively related to their books and records. In exercising its rights hereunder, each party shall (and shall cause each the Business as Buyer or any of its Representatives to) conduct itself so may reasonably request; provided that any such access shall be limited to 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 in with the conduct of the business Business or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to such individual as Seller shall designate in writing from time to time. In furtherance of the other party hereto foregoing, Seller shall, not later than 10 Business Days before the Closing: (i) deliver a list of all current Trade Programs to Buyer; and its Subsidiaries prior (ii) supplement or amend (by written notice to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents Buyer) Section 2.01(a) of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents Seller Disclosure Schedules with respect to any specific contactmatter arising or discovered after the date of this Agreement that, if existing, occurring or known at or prior to the date of this Agreement, should have been set forth or described in such Section 2.01(a) of the Seller Disclosure Schedules; provided that the obligation to provide such list of Trade Programs or to supplement or amend Section 2.01(a) of the Seller Disclosure Schedules shall not be deemed to be a condition to Closing, nor any failure thereof give rise to any breach of any representation, warranty, covenant or agreement by Seller (or any related claim for indemnification). Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates Seller shall not be required to disclose to the other party or any agent or Representative thereof any information or afford access to Buyer if such disclosure or access would, in Seller’s sole discretion be reasonably likely: (ix) if doing so could violate result in the disclosure of information that is competitively sensitive in relation to, or constitutes trade secrets of, Seller and its businesses (including the Business); (y) jeopardize any attorney-client, attorney work-product or other applicable privilege; or (z) contravene any Law, fiduciary duty or Contract to which such party Seller or any of its Affiliates is a party party. Prior to the Closing, without the prior written consent of Seller (which may granted Seller’s sole discretion), Buyer shall not contact any suppliers to, or Law customers of, the Business, and Buyer shall have no right to which such party perform invasive or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss subsurface investigations of the ability to successfully assert a claim of privilege (including Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss terms of the ability Confidentiality Agreement with respect to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts any access or information provided pursuant to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegethis Section 6.02.

Access to Information. (ai) From the date hereof Prior to the Closing Date or Closing, subject to the earlier termination of this restrictions set forth in the Confidentiality Agreement, and to the extent permitted by applicable Law, the Company shall permit Buyer and Parent shallits representatives after the date of execution of this Agreement to have reasonable access, during regular business hours, to the extent consistent with applicable Law (including antitrust Law)properties, afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising records in its rights hereunderpossession or control relating to the Company as Buyer may reasonably request; provided, each party that Buyer shall (and shall cause each not be entitled to any such access to any Owned Real Property for the purposes of its Representatives to) conduct itself so as not to interfere in conducting any environmental audit or assessment without the conduct prior written consent of the business Company and Sellers and in no event shall Buyer be allowed to conduct any intrusive soil or groundwater sampling or investigation. All information provided or obtained pursuant to the foregoing shall be held by Buyer in accordance with and subject to the terms of the Confidentiality Agreement. Buyer hereby agrees that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other party hereto and its Subsidiaries prior to Closing. From the date hereof information relating to the Closing Date, the parties hereto acknowledge Company and agree that they and Sellers provided to Buyer or its Affiliates or any of their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers respective advisers or agents of the other party hereto and its Subsidiaries unless consented employees pursuant to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactthis Agreement. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Sellers nor any of its Affiliates the Company shall be required to disclose to the other party or any agent or Representative thereof any information (i) to Buyer if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result would, in a loss of the ability Sellers’ sole discretion (A) cause significant competitive harm to successfully assert a claim of privilegeSellers, the Company and Parent shall use commercially reasonable efforts their respective businesses if the transactions contemplated by this Agreement are not consummated, (B) jeopardize any attorney-client or other privilege or (C) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegethe date of this Agreement.

Access to Information. (a) From the date hereof time this Agreement is signed by all of the parties hereto until the Closing, Parent shall use its commercially reasonable efforts to cause the Closing Date or the earlier termination of this AgreementCompanies and their respective officers, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officersdirectors, employees, agents, properties representatives, accountants and counsel to (i) afford the Purchasers and their authorized representatives reasonable access, subject to the Confidentiality Agreements and applicable Law and solely to the extent such access is available to Parent in the ordinary course of business and can be provided to the Purchasers without any breach of Contract, to the offices and properties of each Company and, on Parent’s premises, the Books and Records of each Company, and (ii) make available to the officers, employees, agentsand authorized agents and representatives of the Purchasers, properties on Parent’s premises, such additional financial and offices operating data and other information regarding the Companies (or copies thereof) as any Purchaser may from time to time reasonably request, solely to the extent such access is available to Parent in the ordinary course of its Subsidiaries business and can be provided to their books the Purchasers without any violation of Law or breach of Contract; provided, however, that: (A) any such access or availability shall be provided at the expense of the Purchaser(s) requesting such access or available, during normal business hours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to interfere with the normal operations of the Companies; (B) all requests by the Purchasers for access or availability pursuant to this Section 5.02 shall be submitted or directed exclusively to an individual to be designated by Parent; and (C) Parent and the Companies shall not be required to provide any Books and Records or reports based thereon that they do not maintain or prepare in the conduct ordinary course of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactbusiness. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates Parent shall not be required to disclose any information to the other party or any agent or Representative thereof any information Purchasers if such disclosure would, in Parent’s sole discretion, (i) cause significant competitive harm to Parent or the Companies and their respective businesses if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or the transactions contemplated hereby are not consummated, (ii) which such party or jeopardize any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek or other legal privilege or (iii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any date of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegethis Agreement.

Access to Information. (a) From the date hereof to until the Closing Date or First Closing, in the earlier termination case of this AgreementSmooth Bourbon, and the Company and Parent Second Closing, in the case of Nugget Sparks, Seller shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each Company, as applicable, to, (a) afford Buyer and its Representatives, upon reasonable advance notice, reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to such Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to such Company as Buyer and its Representatives may reasonably request; and (c) instruct the Representatives of Seller and each such Company to reasonably cooperate with Buyer in its investigation of the Company Entities; provided, however, that nothing in this Agreement shall require Seller or any Company Entity to, and neither Seller nor any Company Entity shall have any obligation to (until the Second Closing), provide Buyer with any information (A) conduct itself so in the Players Club database of either Company Entity, other than mutually agreed upon aggregated and de-identified information, or (B) guest party information relating to group room reservations or similar booking arrangements or commitments. Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto Seller or either Company, and all requests by Buyer and its Subsidiaries prior Representatives for information and access hereunder will be coordinated through Seller or Seller’s designee. All information acquired by Buyer or any of its Representatives under this Agreement will be subject to Closingthe terms and conditions of the Confidentiality Agreement. Buyer agrees to be bound by the Confidentiality Agreement in the same manner as Guarantor with respect to all matters relating to this Agreement, including the disclosure by Seller of any information to Buyer or its Representatives of any information regarding Seller, the Company Entities or their respective businesses or assets. From the date hereof until the First Closing, Seller shall cooperate with Buyer at Buyer’s expense to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact obtain an update to any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSurveys.

Access to Information. (a) From and after the date hereof of the Closing of and until the seventh anniversary of the date of the Closing, in connection with any reasonable purpose relating to the operation of Seller’s or Group’s respective business prior to the date of the Closing Date or the earlier termination ownership of this Agreement, the Company and Parent shall, Shares prior to the extent consistent with applicable Law date of the Closing (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, preparation of financial statements or tax returns or any legal or administrative action to its officers, employees, agents, properties and offices and which Seller or Group may become subject that relate to periods prior to the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct date of the business Closing) or the rights or obligations of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers Seller or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Group or any of its their respective Affiliates is a party or Law to which such party under this Agreement or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes the Related Agreements, and except as determined in good faith could result in a loss of the ability to successfully assert a claim of privilege be appropriate to ensure compliance with any applicable laws and subject to any applicable privileges (including the attorney-client privilege), the Company shall permit Seller and work product privileges); provided Group and their respective representatives to have reasonable access, upon reasonable notice and during normal business hours, to the Company and all relevant books, records and documents of the Company (including computer records archives and documents stored offsite with any vendors) and shall furnish to Seller or Group or any of their respective Affiliates such financial and other information regarding the Company as Seller or Group may from time to time reasonably request that are reasonably related to such party shall seek to obtain any consent required under any such Contract to permit such disclosurepurposes; provided, furtherhowever, that if the a party hereto foregoing do not unreasonably disrupt the Company’s operation of its business. Seller and Group and their respective representatives shall be given reasonable access, upon reasonable notice and during normal business hours, to executive officers of the Company that have management or oversight responsibility for matters relating to the matters set forth above, including the use of such individuals as witnesses in hearings or trials; provided, that the foregoing does not unreasonably disrupt the business of the Company. Notwithstanding anything herein to the contrary, the Company shall not be required to disclose to Seller or Group or their respective representatives any confidential or proprietary information not relating primarily to the purposes set forth above or to permit Seller or Group or their respective representatives to copy or remove from the properties or offices of the Company or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party confidential or its Representatives without waiving such privilegeproprietary information.

Access to Information. (a) From the date Subject to Section 5.4 hereof and applicable Law, prior to the earlier of Closing Date or the earlier termination of this AgreementAgreement pursuant to Article VII, the Company upon reasonable prior notice, Seller shall cause its officers, managers, directors, employees, auditors and Parent shall, other agents or representatives to the extent consistent with applicable Law (including antitrust Law), afford the officers, managers, directors, employees, auditors and other party hereto and its Representatives agents or representatives (collectively, “Representatives”) of Buyer reasonable access during normal business hourshours to the books and records, upon reasonable noticeofficers, to its officersdirectors, employees, agents, properties and properties, offices and other facilities of the officersSeller Entities and the Transferred Subsidiaries with respect to the Devices & Services Business, employeesand shall furnish Buyer with such financial, agentsoperating and other data and information with respect to the Devices & Services Business, properties and offices of as Buyer, through its Subsidiaries and to their books and recordsRepresentatives, may reasonably request. In exercising its rights hereunder, each party Buyer shall (and shall cause each of its Representatives to) conduct itself so as not to unreasonably interfere in or disrupt the conduct of the business of the other party hereto and its Seller Entities or any of the Transferred Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge Buyer acknowledges and agree agrees that they any contact by Buyer and their its agents and Representatives shall not contact any with officers, employees, landlords, tenants, licensees, franchisees, customers employees or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld Seller or delayed) and that any contact Affiliate hereunder shall be arranged and supervised by designated Representatives of the such partySeller, unless the such party Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Seller nor any of its Affiliates (including the Transferred Subsidiaries) shall be required to disclose to the other party Buyer or any agent or Representative thereof any information (i) if doing so could (A) would violate any Contract Law to which such party Seller or any of its Affiliates (including any Transferred Subsidiary) is a party or Law to which such party or any of its Affiliates is subject or subject, (iiB) which such party or any of its Affiliates it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain ) or (C) would result in the public disclosure of any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto competitively sensitive information of Seller or of any of its Affiliates believes unrelated to the Devices & Services Business; provided, that the parties will make appropriate substitute arrangements under circumstances in good faith that which the foregoing limitations apply. For the avoidance of doubt, no investigation or receipt of information pursuant to this Section 5.5 (or otherwise) shall affect or be deemed to modify any such disclosure may result representation, warranty or covenant of Seller herein or any Person’s right to indemnification, or any other remedy, hereunder with respect to any breaches thereof. Seller shall, promptly upon availability and in a loss any event within fifteen (15) days of the ability end of each month, make available to successfully assert Buyer the monthly internal financial reports and any other management financial reports customarily prepared for management of the Devices & Services Business and a claim report that sets forth the calculation of privilege, Aggregate Cash Earnings as of the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by end of such party or its Representatives without waiving such privilegemonth.

Access to Information. From the Execution Date until the Closing Date, upon the request from ETE, ETP will, and will cause ETC III, ETC II and the Company to: (a) From the date hereof give ETE and its counsel, financial advisors, auditors and other authorized representatives (collectively, “Representatives”) reasonable access to the Closing Date or the earlier termination offices, properties, books and records of this Agreement, the Company and Parent shallto the books and records of ETP, ETC III and ETC II relating to the Company and permit ETE to make copies thereof, in each case (i) during normal business hours and (ii) solely to the extent consistent with applicable Law that ETP either (including antitrust Law)1) has access to such offices, afford properties, books and records and has the other party hereto right, pursuant to the Company LLC Agreement, to provide access to such offices, properties, books and records to such Persons or (2) has the right, pursuant to the Company LLC Agreement, to require the Company to provide such access to such Persons; and (b) furnish to ETE and its Representatives reasonable access during normal business hourssuch financial operating data and other information relating to ETC III, upon reasonable noticeETC II and the Company as such Persons may reasonably request, solely to the extent that ETP either (i) possesses such financial and operating data and other information and has the right, pursuant to the Company LLC Agreement, to its officersfurnish such financial and operating data and other information to such Persons or (ii) has the right, employeespursuant to the Company LLC Agreement, agents, properties to require the Company to furnish such financial and offices operating data and the officers, employees, agents, properties and offices of its Subsidiaries and other information to their books and recordssuch Persons. In exercising its rights hereunder, each party Any investigation pursuant to this Section 5.3 shall (and shall cause each of its Representatives to) conduct itself so be conducted in such manner as not to interfere in with the conduct of the business of ETP, ETC III, ETC II, or the other party hereto and its Subsidiaries prior to ClosingCompany. From Notwithstanding the date hereof to the Closing Dateforegoing, the parties hereto acknowledge and agree that they and their Representatives ETE shall not contact be entitled to perform any officersintrusive or subsurface investigation or other sampling of, employees, landlords, tenants, licensees, franchisees, customers on or agents under any of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives properties of the such party, unless Company without the such party otherwise expressly consents with respect to any specific contactprior written consent of ETP. Notwithstanding anything to the contrary set forth in foregoing provisions of this AgreementSection 5.3, neither party hereto nor any of its Affiliates ETP shall not be required to, or to disclose cause ETC III, ETC II, or the Company to, grant access or furnish information to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party ETE or any of its Affiliates is a party or Law Representatives to which the extent that such party or any of its Affiliates information is subject to an attorney/client or (ii) attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract. To the extent practicable, ETP shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which such party or any of its Affiliates believes in good faith could result in a loss the restrictions of the ability preceding sentence apply. To the fullest extent permitted by Law, ETP and its Representatives and Affiliates shall (1) not be responsible or liable to successfully assert a claim of privilege ETE for personal injuries sustained by ETE’s Representatives in connection with the access provided pursuant to this Section 5.3 and (including the attorney-client 2) shall be indemnified and work product privileges)held harmless by ETE for any losses suffered by any such Persons in connection with any such personal injuries; provided that such party personal injuries are not caused by the gross negligence or willful misconduct of ETP. The Regency Parties and their respective counsel, financial advisors, auditors and other authorized representatives shall seek be deemed to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any be Representatives of its Affiliates believes in good faith that any such disclosure may result in a loss ETP for all purposes of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegethis Section 5.3.

Access to Information. (a) From Subject to the provisions of Section 3.4, from the date hereof to the Closing Date or Effective Time, each of Marshalltown and the earlier termination of this AgreementMarshalltown Subsidiaries will, the Company and Parent shalltheir respective directors, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agentsagents and representatives will, properties and offices and afford the officers, employees, agentsagents and representatives of HMN reasonable access at all reasonable times to the officers, properties employees, representatives, properties, books and offices records of its Subsidiaries Marshalltown and the Marshalltown Subsidiaries, and to their the books and records. In exercising its rights hereunder, each party shall (and shall cause each records of its Representatives to) conduct itself so as not to interfere any predecessors thereof in the conduct possession of Marshalltown or the business of Marshalltown Subsidiaries, and will furnish to HMN all financial, operating and other data and information as HMN and the other party hereto and HMN Subsidiaries, through its Subsidiaries prior to Closingofficers, employees or representatives, may reasonably request. From the date hereof to the Closing DateEffective Time, Marshalltown and the parties hereto acknowledge Bank shall promptly furnish HMN with copies of all monthly and agree other interim financial statements and other information, including information disseminated to the Marshalltown Board, as the same become available. Marshalltown shall promptly notify HMN of any material change in the business or operations of Marshalltown or the Bank and of any governmental complaints, investigations or hearings (or communications indicating that they and their Representatives the same may be contemplated), or the institution or the threat of material litigation involving Marshalltown or the Bank. Two representatives of HMN shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents attend all meetings of the other party hereto Marshalltown Board and its Subsidiaries unless consented committees thereof (except meetings of the Marshalltown Board relating to by such other party (such consent not to be unreasonably withheld or delayedthe Merger and the transactions contemplated hereby) and that any contact hereunder shall be arranged of each of its subsidiaries conducted prior to the Effective Time, and supervised by Representatives give HMN reasonable advance notice of the date, time and place of any such party, unless regularly scheduled meetings and special meetings of the entire Board of Directors of any such party otherwise expressly consents with respect to any specific contactentity. Notwithstanding anything to the contrary set forth in this AgreementSection 3.5(a), neither party hereto nor any nothing in this Section 3.5(a) shall require Marshalltown to provide access to or copies of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) to HMN, pursuant to this Section 3.5(a), if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could access would result in a loss the violation of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that privilege afforded such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeinformation.

Access to Information. (a) From and after the date hereof to Original Agreement Date until the earlier of the Closing Date or the earlier termination of this AgreementAgreement in accordance with its terms, upon reasonable advance notice, and subject to restrictions contained in the confidentiality agreements to which the Group Companies are subject, the Company shall provide to Parent and its authorized representatives reasonable access to all books and records of the Group Companies and all officers, directors, employees and other personnel of the Group Companies, in each case, during normal business hours (in a manner so as to not interfere with the normal business operations of any Group Company). From and after the date immediately following the expiration or termination of the waiting period under the HSR Act (or any other Antitrust Law), (a) the Company shall permit a limited number of authorized representatives of Parent shallto attend any and all meetings of the Company Executive Committee (or any sub-committee thereof) and meetings of the board of directors and any committee thereof (or similar governing body) of each Group Company and to receive all written materials and communications related to such meetings at the same time as (or promptly thereafter) management or the board or committee (or similar governing body) receives such materials or communications, provided that the Group Companies shall be entitled to require that any representative(s) of Parent recuse themselves from any portion of any such meeting, and the Group Companies shall be entitled to redact or withhold any such materials or communications, to the extent consistent with applicable Law (including antitrust Lawthat the representative(s)’ participation in the portion of such meeting, or the provision of such materials or communications to the representative(s), afford would be reasonably likely to (x) jeopardize any attorney-client or other legal privilege, (y) contravene any applicable Laws or (z) breach any confidentiality obligations of the other party hereto Group Companies under contracts with third parties and (b) solely to the extent permitted by applicable Law, Parent and its Representatives reasonable access during normal authorized representatives shall be permitted to offer advice and guidance to the Group Companies on their business hoursoperations, upon reasonable noticewhich the Group Companies shall consider in their respective sole discretion, provided that, for the avoidance of doubt, in no event shall the Group Companies be obligated to its officers, employees, agents, properties and offices and follow or implement any such advice or guidance. All of such information shall be treated as confidential information pursuant to the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct terms of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing DateConfidentiality Agreement, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents provisions of the other party hereto and its Subsidiaries unless consented to which are by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates the Company shall not be required to disclose to the other party or any agent or Representative thereof any information to Parent (iincluding pursuant to Section 6.1) if doing so could violate such disclosure would be reasonably likely to (x) jeopardize any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain or other legal privilege, (y) contravene any consent required applicable Laws or (z) breach any confidentiality obligations of the Group Companies under any such Contract to permit such disclosurecontracts with third parties; provided, furtherhowever, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and shall notify Parent shall use commercially reasonable efforts in writing with a general description of each item not disclosed pursuant to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegethis clause.

Access to Information. (a) From the date hereof Subject to the Closing Date or the earlier termination confidentiality provisions of this AgreementSection 7.4, during the Interim Period, the Company and Parent shall, and shall instruct each Company Subsidiary and each of its and their respective Representatives (collectively, “Company Representatives”) to: (i) provide to the extent consistent with applicable Law Parent and Merger Sub and each of their respective Representatives (including antitrust Law)collectively, afford the other party hereto and its Representatives “Parent Representatives”) access at reasonable access times during normal business hours, upon reasonable prior notice, (x) to its officers, employees, agents, properties and offices and the officers, employees, agents, properties properties, offices and offices other facilities of its Subsidiaries the Company or such Company Subsidiary, and (y) to their the books and records. In exercising its rights hereunderrecords thereof (which access, each party for the avoidance of doubt, shall (include the ability of Parent and shall cause each of its Representatives to) Merger Sub to conduct itself so as not to interfere in the conduct of the business of the other party hereto reasonable transition and its Subsidiaries prior to Closing. From the date hereof to the Closing Dateintegration planning activities), the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate arrange meetings for Parent, Merger Sub and explore any Parent Representative with the Company’s and its Subsidiaries’ customers and suppliers with a Company Representative present or participating; provided, however, that the foregoing shall not limit Parent’s or Merger Sub’s ability to conduct meetings or other communications with the Company’s and its Subsidiaries’ customers and suppliers to the extent such meetings or other communications are conducted in good faith whether the ordinary course of Parent’s or Merger Sub’s respective businesses, and (iii) furnish or cause to be furnished such information concerning the business, properties, Contracts, assets, liabilities, personnel and other aspects of the Company and the Company Subsidiaries as Parent, Merger Sub or any Parent Representative may reasonably request; provided, however, until the Effective Time, the Company shall not be required to (x) furnish, or provide any access to, any information to any Person not a method could be used party to, or otherwise covered by, the NDA or any similar agreement with respect to such information or (y) provide access to or furnish any information (I) that is a trade secret, (II) that the Company reasonably believes constitutes commercially sensitive information for which adequate assurance of permitted uses has not been obtained or (III) if doing so would unduly disrupt Company operations, violate any applicable Law or Company Contract, or where such access to information would constitute the waiver of an attorney-client privilege so long as the Company has taken all reasonable steps to permit disclosure by inspection of or to disclose such party information on a basis that does not compromise the Company’s or its Representatives without waiving any Company Subsidiary’s privilege with respect thereto; provided, however, that such privilegeaccess and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent required for the purpose of complying with applicable Laws, including Antitrust Laws.

Access to Information. (a) From Subject to Section 5.4, until the date hereof to earlier of the Closing Date or and the earlier termination of this AgreementAgreement in accordance with the terms of ARTICLE VII, the Company each of Seller Parent and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and each Seller shall cause its Representatives to afford Representatives of Buyer reasonable access during normal business hours, upon to the extent permitted by applicable Law and in accordance with the reasonable noticeprocedures established by Seller Parent or such Seller, in furtherance of the consummation of the Sale and the other transactions contemplated by this Agreement, to its the officers, directors, employees, agentsMSOs, properties and properties, offices and other facilities of the officersBusiness and the Acquired Assets (including all Business Real Property) and the books and records relating thereto (in each case solely to the extent relating to the Business, employeesthe Acquired Assets, agentsAssumed Liabilities or Acquired Entities or in connection with the Separation Activities); provided that such access shall only be upon the reasonable advance request of Buyer and shall not unreasonably disrupt personnel, operations and properties of the Business; provided, further, that Seller Parent and offices of each Seller shall make available, or cause its Subsidiaries to make available, to the extent required or requested by Buyer, Business Employee or Former Business Employee personnel files or other information relating to the Business Employees and Former Business Employees that is relevant to their books any Acquired Entity Plan (provided that, unless required by Buyer to satisfy its obligations under Section 5.2, no Seller shall make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and recordsthat Buyer shall indemnify, defend and hold each Seller and its Affiliates (including the other Subsidiaries of such Seller (other than Acquired Entities)) harmless from any Liabilities arising out of or relating to Buyer’s and its Affiliates’ use of such personnel files). In exercising its rights hereunderunder this Section 5.3(a), each party Buyer shall (and shall cause each of its Representatives to) conduct itself so as not to unreasonably interfere in the conduct of the business of Business prior to the other party hereto Closing. Buyer acknowledges and agrees that any contact or communication by Buyer and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any with officers, employees, landlords, tenants, licensees, franchisees, customers employees or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact Business hereunder shall be arranged and arranged, and, if so determined in Seller Parent’s reasonable judgement, supervised (provided that Buyer shall have the right to reasonably request that such contact or communication be unsupervised and, upon such request, Seller Parent or such applicable Seller shall not unreasonably withhold, condition or delay its consent), by Representatives of the such partyapplicable Seller or Seller Parent, unless the such party Seller or Seller Parent otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this AgreementAgreement but subject to Sellers’ obligations pursuant to Section 5.22, neither party hereto no Seller nor any Affiliates of its Affiliates any Seller (including the Acquired Entities) shall be required to disclose to the other party Buyer or any agent or Representative thereof any information of its Representatives any: (i) if information to the extent: (A) relating to any acquisition, sale or divestiture process conducted by such Seller or its Affiliates for the Business or such Seller’s or its Affiliates’ (or their Representatives’) evaluation of the Business in connection therewith, or any information concerning the Sale Process, in each case, including projections, financial or other information relating thereto; (B) doing so could reasonably be expected to violate any Contract (provided that each Seller shall use reasonable efforts to obtain consents or waivers from third parties under any such Contract in order to disclose such information to Buyer (it being understood that in no event shall any Seller or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which such party any Seller or any of its Affiliates (including the Acquired Entities) is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates it believes in good faith could would reasonably be expected to result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges)privilege; provided that such party shall seek to obtain or (C) if any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto Seller or any of its Affiliates believes Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, however, that in the event the restrictions of this clause (i) apply, such Seller shall provide Buyer with a reasonable description of the information not provided, to the extent permitted by applicable Law, and such Seller shall cooperate in good faith that to design and implement alternative disclosure arrangements to enable Buyer to evaluate any such disclosure may result information without resulting in a loss any such violation; or (ii) Tax Return or any other information relating to Taxes or Tax Returns (other than information relating solely to the Business and the Acquired Entities). Notwithstanding anything herein to the contrary, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on or underneath any Business Real Property prior to the Closing without the prior written consent of Sellers, which consent shall not be unreasonably withheld, delayed or conditioned, if such sampling or testing is reasonably requested by an insurance underwriter in connection with the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeEnvironmental Insurance Policy.

Access to Information. (a) From Subject to applicable Laws, from the date hereof to the Closing Date or the earlier termination of this AgreementAgreement until the Closing, the Company Seller will, and Parent shallwill cause its Subsidiaries to, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto give Buyer and its Representatives reasonable access during normal business hoursto (i) all of the Acquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing Subsidiaries, Real Property, the Transferred FH Books and Records and to such personnel, offices and other facilities and properties of the Transferred FH Companies and their Closing Subsidiaries and to furnish such other information in respect of the operation of the FH Business as Buyer may reasonably request; provided, that all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with the Vice President, Investor Relations, Colfax Corporation, or such person or persons as he/she shall designate; provided, further, that any such access shall be conducted at a reasonable time, upon reasonable noticeadvance notice to Seller, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to interfere in unreasonably with the conduct operation of any business conducted by any Transferred FH Company or its Closing Subsidiaries; provided, further, that any such access or information request shall not involve any Phase 2 environmental assessment or other invasive sampling, investigation or work of any kind. All such information and access shall be subject to the terms and conditions of the business of confidentiality agreement dated May 8, 2017 between Buyer and Seller (the other party hereto “Confidentiality Agreement”). Notwithstanding the foregoing, Seller and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or provide any agent or Representative thereof any such information (i) as and to the extent it relates to the Excluded Businesses, the Excluded Assets or the Retained Liabilities, (ii) if doing so could violate any Contract to which such party the Seller or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates Subsidiaries believes in good faith could result that doing so presents a significant risk, based on advice of outside counsel of resulting in a loss of the ability to successfully assert a claim of privilege Privilege or (including iii) if Seller or any of its Subsidiaries, on the attorney-client one hand, and work product privileges); provided that Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation (other than a litigation with respect to this Agreement) and such party shall seek to obtain any consent required under any such Contract to permit such disclosureinformation is reasonably pertinent thereto; provided, further, that if that, in the case of clause (ii) above, the parties hereto shall reasonably cooperate in seeking to find a party hereto or any way to allow disclosure of its Affiliates believes in good faith that any such disclosure may result information without resulting in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegePrivilege.

Access to Information. During the Interim Period, DLQ Parent, the Company, and Parent shall each, use its commercially reasonable efforts to, (a) From upon reasonable prior written notice and during regular business hours, continue to give the date hereof other party, its legal counsel and its other Representatives reasonable access to the Closing Date or offices, properties and Books and Records, (b) furnish to the earlier termination other party, its legal counsel and its other Representatives such information relating to the business of this Agreement, the Company Group and Parent shallas such Persons may reasonably request and (c) cause its employees, legal counsel, accountants and other Representatives to the extent consistent reasonably cooperate with applicable Law (including antitrust Law), afford the other party hereto and in its Representatives reasonable access during normal investigation of the Business (in the case of the Company Group) or the business hoursof Parent (in the case of Parent); provided, upon reasonable notice, that any investigation pursuant to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party this Section 6.3 shall (and shall cause each of its Representatives to) conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business Business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactCompany Group. Notwithstanding anything to the contrary set forth expressed or implied in this Agreement, neither party hereto nor any of its Affiliates shall be required to provide the access described above or disclose any information to the other party or any agent or Representative thereof any information if doing so is, in such party’s reasonable judgement, reasonably likely to (i) if doing so could result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (ii) violate any Contract contract to which such party or any of its Affiliates it is a party or Law to which such party or any of its Affiliates it is subject or any applicable Law. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require the Company Group to disclose (iia) which due diligence questions, lists or investigations conducted by others, names, bids, letters of intent, expressions of interest, or other proposals received from others in connection with the transactions contemplated hereby or otherwise information and analyses relating to such party communications, (b) information related to the analysis of the transactions contemplated hereby by DLQ Parent or any of its Affiliates believes in good faith could result in a loss member of the ability Company Group, (c) any document or information prohibited to successfully assert a claim of privilege be shared by Law until such time as such documents are not prohibited to be shared, and (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, d) the Company and DLQ Parent shall use commercially reasonable efforts must approve, in its sole discretion, and an officer of the Company and DLQ Parent must be present and included in any communications with customers or employees of the Company. Parent agrees to cooperate abide by the confidentiality terms of the Confidentiality Agreement and explore in good faith whether a method could be used to permit disclosure by will treat such party or its Representatives without waiving such privilegeinformation as Confidential Information under the Confidentiality Agreement.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the The Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Subsidiaries to, afford the Representatives to) conduct itself so as not of Parent reasonable access during normal business hours to interfere its and its Subsidiaries’ properties, books and records (including Tax records and information to the extent reasonably necessary to confirm disclosures in the conduct Proxy Statement) and personnel, and shall furnish, and shall cause to be furnished, as promptly as reasonably practicable to Parent consistent with its legal obligations and obligations pursuant to Contracts all other information concerning the Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that (a) such access shall not unreasonably interfere with the business or operations of the business of the other party hereto Company and its Subsidiaries prior to Closing. From Subsidiaries, (b) the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives Company shall not contact any officersbe obligated to provide such access or information if the Company determines, employeesin its reasonable judgment, landlords, tenants, licensees, franchisees, customers that doing so would violate applicable Law or agents a Contract or obligation of the other party hereto and its Subsidiaries unless consented confidentiality owing to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such a third party, unless jeopardize the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any protection of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); or any other privilege, or expose such party to risk of liability for disclosure of sensitive or personal information (any such information, the “Restricted Information”) (provided that in such party instances the Company shall seek inform Parent of the general nature of the access or information being withheld and, upon Parent’s request, reasonably cooperate with Parent to obtain provide such access or information in a manner that would not result in any consent required under of the outcomes described in the foregoing clause (b)) and (c) the Company will be permitted to redact any information or documentation provided to the extent that such Contract to permit such disclosureinformation or documentation includes competitively or commercially sensitive information; provided, further, that if the Company may restrict the foregoing access to those Persons who have entered into or are bound by a party hereto confidentiality agreement with it or who are Representatives of Parent that are permitted to have access to such information in accordance with the terms of the Confidentiality Agreement, and to the extent required by applicable Law or Contract to which the Company or its respective Subsidiaries is a party. In conducting any inspection of any properties of the Company and its Subsidiaries, Parent and its Representatives shall not (i) unreasonably interfere with the business conducted at such property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Parent and its Representatives shall not have the right to conduct environmental testing or sampling at any of the facilities or properties of the Company or any of its Affiliates believes Subsidiaries. All information obtained pursuant to this Section 6.4 (or otherwise pursuant to this Agreement) shall continue to be governed by the Confidentiality Agreement which shall remain in good faith that full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Company to permit the inspection of, or to disclose, any such disclosure may result in a loss Acquisition Proposals (except as required by Section 6.3) or any information regarding or related to the deliberations of the ability Board of Directors of the Company with respect to successfully assert a claim of privilegethe transactions contemplated by this Agreement, the entry into the Agreement or any materials provided to the Board of Directors of the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeconnection therewith.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this AgreementAgreement until the Effective Time, upon reasonable advanced notice and during normal business hours, the Company shall and shall cause each other Acquired Company to (i) give Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hoursto the offices, upon reasonable noticeproperties, books and records of the Acquired Companies, (ii) furnish to Parent and its officers, Representatives such financial and operating data and other information relating to the Acquired Companies as such Persons may reasonably request and (iii) instruct the employees, agentscounsel and financial advisors of the Acquired Companies to cooperate with Parent in its investigation of the Acquired Companies; provided, properties and offices and however, that the officersCompany may restrict or otherwise prohibit access to any documents or information to the extent that (a) any Applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, employees(b) access to such documents or information would, agentsin the Company’s good faith opinion after consultation with outside legal counsel, properties and offices result in the loss of attorney-client privilege, work product doctrine or other applicable legal privilege applicable to such documents or information or (c) access to a Contract to which the Company or any of its Subsidiaries and to their books and recordsis a party or otherwise bound would violate or cause a default under, or give a third party the right terminate or accelerate the rights under, such Contract. In exercising the event that any of the Company or its rights hereunderSubsidiaries does not provide access or information in reliance on the preceding sentence, each party it shall (use its commercially reasonable efforts to communicate the applicable information to Parent in a way that would not violate the applicable Law, Contract or obligation or waive such a privilege. The terms and conditions of the Confidentiality Agreement shall cause each apply to any information obtained by Parent or any of its Representatives to) conduct itself so financial advisors, business consultants, legal counsel, accountants and other agents and representatives in connection with any investigation conducted pursuant to the access contemplated by this Section 6.04. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto Acquired Companies and its Subsidiaries prior to Closing. From the date hereof any access to the Closing Dateproperty of any Acquired Company must comply with Company’s reasonable security and insurance requirements, may not unreasonably interfere with any Acquired Company’s use of the parties hereto acknowledge and agree that they and their Representatives property. Notwithstanding the foregoing, Parent shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents have access to personnel records of the Acquired Companies relating to individual performance or evaluation records, medical histories or other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld information which in the Company’s good-faith opinion is sensitive or delayed) and that any contact hereunder shall be arranged and supervised by Representatives the disclosure of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so which could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegerisk of liability.

Access to Information. (a) From Subject to Applicable Law, from the date hereof to the Closing Date or the earlier termination of this AgreementAgreement until the Effective Time, the Company upon reasonable notice and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable noticethe Company shall, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Subsidiaries to, (a) give Parent and its Representatives toreasonable access to the offices, properties, books, contracts and records of the Company and its Subsidiaries, (b) conduct itself so furnish to Parent and its Representatives such financial and operating data and other information relating to the Company and its Subsidiaries and their properties and businesses as Parent and its Representatives may reasonably request and (c) instruct the Representatives of the Company and its Subsidiaries to cooperate with Parent in its investigation of the Company and its Subsidiaries; provided, however, that no investigation pursuant to this Section 7.04 shall affect or be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the Company and its Subsidiaries shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company (i) breach any Contract with any Person, (ii) constitute a waiver of the attorney-client privilege held by any of the Company or its Subsidiaries, (iii) violate Applicable Law or (iv) unreasonably interfere with the business and operations of the Company and its Subsidiaries (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clauses (i) through (iv) above, and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to cause a breach, waiver, violation or interference). Any investigation pursuant to this Section 7.04 shall be conducted in such manner as not to unreasonably interfere in with the conduct of the business of the other party hereto Company and its Subsidiaries. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company and its Subsidiaries prior relating to Closing. From the date hereof individual performance or evaluation records, medical histories or other information, in each case to the Closing Date, extent the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative disclosure thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could would result in a loss the violation of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeApplicable Law.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and Parent Sellers shall, to and shall cause the extent consistent with applicable Law Acquired Companies to, during ordinary business hours and upon reasonable advance written notice (including antitrust Law), afford the other party hereto i) give Purchaser and its Representatives reasonable access during normal business hoursto the personnel, upon reasonable noticeassets, to its officers, employees, agents, properties facilities and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause records of each of the Acquired Companies and (ii) permit Purchaser and its Representatives toto make such reasonable inspections thereof as Purchaser may reasonably request; provided, however, that (A) conduct itself so any such inspection shall be conducted in such a manner as not to materially interfere in with the conduct operations of the business Sellers, the applicable Acquired Company or any other member of the other party hereto Seller Group, and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayedB) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Sellers nor any of its Affiliates an Acquired Company shall be required to disclose to the other party take any action which would constitute or any agent result in a waiver of its attorney-client privilege or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosureapplicable Law; provided, further, that if any event set forth in clauses (A) and (B) in the a party hereto or any of its Affiliates believes foregoing proviso would be reasonably likely to occur, the Sellers shall collaborate with Purchaser in good faith to make alternative arrangements to allow for such inspection in a manner that any such disclosure may does not result in a loss such event. Purchaser shall indemnify and hold harmless Sellers from and against any Losses incurred by Sellers, their Affiliates or its or their Representatives to the extent resulting from any action of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party Purchaser or its Representatives without waiving while present on any premises to which Purchaser is granted access hereunder. Notwithstanding anything in this Section 4.2(a) to the contrary, (x) Purchaser shall not have access to personnel records if such privilegeaccess could, in the applicable Seller’s good-faith judgment, violate applicable Law, including the Health Insurance Portability and Accountability Act of 1996, and (y) any inspection relating to environmental matters by or on behalf of Purchaser shall be strictly limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Purchaser shall not have the right to collect any air, soil, surface water or ground water samples or perform any invasive or destructive air sampling on, under, at or from any of the Real Property.

Access to Information. (a) From Subject to Section 4.4 hereof, until the date hereof to earlier of the Closing Date or the earlier termination of this Agreement, the Company Seller shall cause its officers, directors, employees and Parent shall, other agents to the extent consistent with applicable Law (including antitrust Law), afford the officers, directors, employees and other party hereto and its Representatives agents of Buyer reasonable access during normal business hourshours to the officers, upon reasonable notice, to its officersdirectors, employees, agents, properties and properties, offices and other facilities of the officers, employees, agents, properties Company and offices of its Subsidiaries and to their books and records, and shall furnish Buyer with such financial, operating and other data and information with respect to the Company and its Subsidiaries, as Buyer, through its officers, employees or agents, may reasonably request. In exercising its rights hereunder, each party Buyer shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto Company and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge Buyer acknowledges and agree agrees that they any contact by Buyer and their Representatives shall not contact any its agents and representatives with officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto Company and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives representatives of the such partySeller, unless the such party Seller otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Seller nor any of its Affiliates (including the Company and its Subsidiaries) shall be required to disclose to the other party Buyer or any agent or Representative representative thereof any (i) information (iA) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which such party Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates it believes in good faith could 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 such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided) or (ii) consolidated, furthercombined, that if the a party hereto unitary or similar Tax Return of which Seller or any of its Affiliates believes in good faith that (other than the Company or any such disclosure may result in a loss of its Subsidiaries) is the ability common parent or any other information relating to successfully assert a claim of privilege, Taxes or Tax Returns other than information relating solely to the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSubsidiaries.

Access to Information. (a) From the date hereof to until the Closing Date or the earlier termination of this AgreementClosing, Seller shall, and shall cause the Company and Parent shall, to the extent consistent with applicable Law to: (including antitrust Law), a) afford the other party hereto Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours, hours upon reasonable noticeadvance notice to Seller, to its officers, employees, agents, properties under the supervision of Seller’s personnel and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to interfere in with the conduct normal operations of the business of the other party hereto and its Subsidiaries prior Company. All requests by Buyer for access pursuant to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder this Section 5.02 shall be arranged and supervised by Representatives of the submitted or directed exclusively to such party, unless the such party otherwise expressly consents with respect individuals as Seller may designate in writing from time to any specific contacttime. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Seller nor any of its Affiliates the Company shall be required to disclose to the other party or any agent or Representative thereof any information (i) to Buyer if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result would, in a loss of the ability Seller’s sole discretion: (w) cause significant competitive harm to successfully assert a claim of privilegeSeller, the Company and Parent their respective businesses if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or other privilege; (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall use commercially reasonable efforts not contact any suppliers to, or customers of, the Company and Buyer shall have no right to cooperate perform invasive, destructive or subsurface investigations of the Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and explore in good faith whether a method could be used to permit disclosure by such party or shall cause its Representatives without waiving such privilegeto, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.02.

Access to Information. (a) From During the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hoursInterim Period, upon reasonable notice, and subject to restrictions contained in any confidentiality agreement to which the Company is subject, the Company shall provide to Purchaser and its officersauthorized representatives during normal business hours reasonable access to all the offices, employeesproperties, agentsbooks and records, financial information and Contracts of the Company (in a manner so as to not interfere with the normal business operations of the Company) and, during such period, promptly furnish such information concerning the businesses, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct personnel of the business Company as Purchaser shall reasonably request. All of such information shall be treated as “Confidential Information” pursuant to the terms of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing DateConfidentiality Agreement, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents provisions of the other party hereto and its Subsidiaries unless consented to which are by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactthis reference hereby incorporated herein. Notwithstanding anything to the contrary set forth in this Agreement, during the Interim Period, neither party hereto the Sellers nor any of its their Affiliates (including the Company) shall be required to disclose to the other party Purchaser or any agent or Representative thereof of its representatives any (i) information (iA) to the extent related to the sale or divestiture process conducted by the Sellers or their Affiliates for the Company vis-à-vis any Person other than Purchaser and its Affiliates, or the Sellers’ or their Affiliates’ (or their respective representatives’) evaluation of the business of the Company in connection therewith, including projections, financial and other information relating thereto (subject to the provisions of Section 6.4), (B) if doing so could would violate any Contract contract or law to which such party any Seller or any of its Affiliates (including the Company) is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any it reasonably determined upon the advice of its Affiliates believes in good faith counsel could result in a the loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain , (C) if any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto Seller or any of its Affiliates believes in good faith that Affiliates, on the one hand, and Purchaser or any such disclosure may result of its Affiliates, on the other hand, are adverse parties in a loss of the ability to successfully assert a claim of privilegelitigation and such information is reasonably pertinent thereto, or (D) if any Seller or the Company and Parent shall use commercially reasonable efforts reasonably determines upon the advice of outside counsel that such information should not be so disclosed due to cooperate and explore in good faith whether a method could be used its competitively sensitive nature, or (ii) information relating to permit disclosure by such party Taxes or its Representatives without waiving such privilegeTax Returns other than information relating to the Company.

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to Agreement until the Closing Date, the parties hereto acknowledge upon reasonable prior written notice, and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes except as determined in good faith could result in a loss of the ability to successfully assert a claim of privilege be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege), contractual confidentiality obligations and work product privileges)privacy rights of residents, Seller shall, and shall cause the Company and each of the Company Subsidiaries and each such Person's respective Representatives to: (i) afford the Representatives of Acquiror reasonable access to the offices, properties, books and records of the Company and the Company Subsidiaries; provided (ii) furnish to the Representatives of Acquiror such additional financial and operating data and other information regarding the Company's and the Company Subsidiaries' businesses conducted by them as Acquiror may from time to time reasonably request; and (iii) afford the Representatives of Acquiror and its Affiliates reasonable access to the employees of Seller and their Affiliates in respect of the Company and the Company Subsidiaries (and the businesses conducted by the Company and the Company Subsidiaries) and use their reasonable commercial efforts (without any requirement of Seller, the Company and the Company Subsidiaries or any of their respective Representatives to incur any expense to a third party) to make available to the Representatives of Acquiror and its Affiliates the employees of third party outsourcing companies who provide services to, and are located on the premises of, the Company and the Company Subsidiaries, in each case, whose assistance and expertise is necessary to assist Acquiror in connection with Acquiror's preparation to integrate the Company and the Company Subsidiaries and their businesses and personnel into Acquiror's organization following the Closing; provided, however, that such party investigation shall seek to obtain be on a basis and follow procedures that the parties shall mutually agree, and shall not unreasonably interfere with any consent required under of the businesses or operations of Seller, the Company, the Company Subsidiaries or any such Contract to permit such disclosureof their respective Affiliates; and provided, further, that if the a party hereto auditors and accountants of Seller, the Company, the Company Subsidiaries or any of its their respective Affiliates believes shall not be obligated to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in good faith that form and substance reasonably acceptable to such auditors or accountants. If so reasonably requested by Seller, Indemnitor, the Company or any such disclosure may result in a loss of the ability to successfully assert Company Subsidiaries, Acquiror shall enter into a claim customary joint defense agreement with any one or more of privilegeSeller, the Company and Parent shall use commercially reasonable efforts the Company Subsidiaries with respect to cooperate and explore in good faith whether a method could any information to be used provided to permit disclosure by such party or its Representatives without waiving such privilegeAcquiror pursuant to this Section 5.02(a).

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the The Company and WW shall afford Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives accountants, counsel and other representatives, reasonable access during normal business hourshours during the period prior to the Effective Time to (a) all properties, upon reasonable noticebooks, to its officerscontracts, employeescommitments, agentsrecords and auditors of the Company, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and offices personnel of the Company, WW and the officersSubsidiaries (subject to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or similar costs of such access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, employeesunder the supervision of the Stockholder's, agents, properties the Company's or WW's personnel and offices in such a manner as to maintain the confidentiality of its Subsidiaries this Agreement and to their books the transactions contemplated hereby and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in unreasonably with the conduct normal operation of the business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other party hereto and its Subsidiaries representatives, access during normal business hours during the period prior to Closing. From the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date hereof of this Agreement; provided that any photocopying or similar costs of such access shall be incurred at Stockholder's expense and that such access will conducted at a reasonable time, under the supervision of Parent's personnel and in such a manner as to maintain the Closing Date, confidentiality of this Agreement and the parties hereto transactions contemplated hereby and not to interfere unreasonably with the normal operation of the business of Parent. Parent and the Stockholder acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers all information received from or agents on behalf of the other party hereto and its Subsidiaries unless consented Parent, Company, WW or any Subsidiary in connection with the transactions contemplated hereby prior to by such other party (such consent not the Closing shall be deemed to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything received pursuant to the contrary set forth in this AgreementConfidentiality Agreement dated as of May 19, neither party hereto nor any of its Affiliates shall be required to disclose to 2000 and Parent, Metal Merger Sub, WW Merger Sub, the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilegeStockholder, the Company and Parent WW shall, and shall use commercially reasonable efforts cause their respective affiliates and representatives, to cooperate and explore comply with the provisions of such Confidentiality Agreement with respect to such information. No information or knowledge obtained in good faith whether a method could any investigation pursuant to this Section 5.4 shall affect or be used deemed to permit disclosure by such party modify any representation or its Representatives without waiving such privilegewarranty contained herein.

Access to Information. After the Closing, Buyer shall, and shall cause its Affiliates to, preserve, in accordance with Buyer’s, or its applicable Affiliates’, standard document retention policies and until such date as may be required by Buyer’s or its applicable Affiliates’ standard document retention policies (abut for not less than six (6) From the date hereof to years from the Closing Date or such later date as may be required by applicable Law) (the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law“Retention Period”), afford all pre-Closing Date books and records of the other party hereto Acquired Companies and the Business possessed or controlled by such Person. During such period, upon any reasonable request from Parent, Seller or any of their Representatives, Buyer or any of its Affiliates holding such books and records shall (i) provide to Parent, Seller or any of their Representatives reasonable access to such books and records during normal business hours; provided, upon reasonable noticehowever, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party that such access shall (and shall cause each of its Representatives to) conduct itself so as not to unreasonably interfere in with the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Buyer or any of its Affiliates is a party holding such books and records and (ii) permit Parent, Seller or Law any of their authorized Representatives to which make copies of such party books and records, in each case, at no cost to Seller or its applicable Representatives (provided that Seller will reimburse Buyer for reasonable out-of-pocket costs or expenses incurred by Xxxxx). Nothing herein shall require Buyer or any of its Affiliates is subject to disclose any information to Parent or Seller if such disclosure would (A) jeopardize any applicable attorney-client privilege, the work product immunity or any other applicable legal privilege or similar doctrine, (B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Buyer or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (iiD) which result in competitive harm to Buyer or any of its Subsidiaries (it being understood that Buyer shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Parent, Seller or their Representatives to occur without so jeopardizing any such party privilege or immunity or contravening such applicable Law or contractual confidentiality obligation, or jeopardizing health and safety or resulting in competitive harm) or (E) (except as provided in Section 9.6(b)) require Buyer or any of its Affiliates believes to disclose its Tax records (except for Tax records of, or with respect to, the Business Subsidiaries). Such books and records may be requested under this Section 9.4 for any reasonable business purposes, including to the extent reasonably required in good faith could result in a loss connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; providedParent, further, that if the a party hereto Seller or any of its their Affiliates believes in good faith that any such disclosure may result in a loss or performance of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeExcluded Liabilities.

Access to Information. (a) From the date hereof Prior to the Closing Date or and subject to applicable Laws and Section 8.05, Purchaser shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the earlier termination properties, businesses and operations of this Agreement, the Company and Parent shallsuch examination of the books and records of the Company, as it reasonably requests upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the extent consistent Transactions. Any such access and examination shall be conducted during regular business hours and under circumstances that do not unreasonably interfere with the normal operations of the business and shall be subject to restrictions under applicable Law (including antitrust Law), afford the other party hereto . The Company shall cause its and its Representatives reasonable access during normal business hours, upon reasonable notice, to its Subsidiaries’ respective officers, employees, agents, properties and offices and the officers, employeesconsultants, agents, properties accountants, attorneys and offices of other Representatives to cooperate with Purchaser and Purchaser’s Representatives in connection with such access and examination, and the Company and its Subsidiaries Representatives, as the case may be, shall cooperate with Purchaser and to their books and records. In exercising its rights hereunderRepresentatives, each party shall (as the case may be, and shall cause each of its Representatives to) conduct itself so as not use their reasonable best efforts to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof minimize any disruption to the Closing Date, Business. Any disclosure during such investigation by the parties hereto acknowledge and agree that they and their Company or its Representatives shall not contact constitute any officersenlargement or additional representation or warranty of any Seller-Side Party beyond those specifically set forth in Article IV, employeesArticle V or Article VI, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactas applicable. Notwithstanding anything herein to the contrary set forth in this Agreementcontrary, neither party hereto nor any of its Affiliates no such access or examination shall be required to disclose permitted to the other party or any agent or Representative thereof any information extent that it (i) if doing so could violate relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the Transactions, (ii) would unreasonably disrupt the operations of any Contract Seller, the Company or any of their respective Subsidiaries, or (iii) would require any Seller, the Company or any of their respective Subsidiaries to disclose information that, in the reasonable judgment and good faith of counsel to such Seller or the Company, is subject to attorney-client privilege or may conflict with any applicable Law or confidentiality obligations to which such party Seller or the Company or any of its Affiliates their respective Subsidiaries is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegebound.

Access to Information. (a) From Between the date hereof to the Closing Date or the earlier termination of this Agreement, the Company Agreement and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge Initial Members shall, and agree shall cause the Company to, provide Purchaser and its Representatives full access during normal business hours to all personnel, properties, customers, Books and Records, Corporate Records, Contracts, Permits and other documents of or relating to the Company to make such investigation as shall reasonably be deemed desirable; provided that they access to customers and their Representatives employees shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents be subject to the prior written consent of the other party hereto and its Subsidiaries unless consented to by such other party (Company, such consent not to be unreasonably withheld or delayed) . The Initial Members shall furnish or cause to be furnished to Purchaser and that any contact hereunder shall its Representatives all data and information concerning the Company and its business, assets and properties as may reasonably be arranged requested, including access to officers and supervised by Representatives employees and representatives of the Company. Notwithstanding any such partyinvestigation, unless whether occurring before or after the date of this Agreement, Purchaser has the unqualified right to rely upon, and has relied upon, each of the representations, warranties and covenants made by the Initial Members in this Agreement, subject to the disclosures in the Disclosure Schedules, and no such party otherwise expressly consents investigation performed or information received by Purchaser or its Representatives shall affect in any way the Liability of the Initial Members with respect to any specific contactrepresentations, warranties or covenants contained herein. Notwithstanding anything to Without limiting the contrary generality of the foregoing, the Initial Members shall, as promptly as practicable, inform Purchaser in writing of any change or event which renders any representation or warranty or any Disclosure Schedule inaccurate or incomplete in any material respect, it being understood that no such disclosure after the date hereof shall in any way limit the Initial Members’ Liability for any breach of any representation or warranty set forth in this Agreement, neither party hereto nor any . For the avoidance of its Affiliates doubt all such access shall be required to disclose subject to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilegeConfidentiality Agreement, the Company terms and Parent shall use commercially reasonable efforts to cooperate conditions of which survive the execution and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegedelivery of this Agreement.

Access to Information. (a) From the date hereof to until the Closing Date or Date, upon reasonable prior notice, the earlier termination Parent shall, and shall cause each of this Agreement, the Company and Parent shallthe Transferred Subsidiaries and use commercially reasonable efforts to cause each such Person’s respective Representatives to, to the extent consistent with applicable Law (including antitrust Law), x) afford the other party hereto Acquiror and its the Representatives of the Acquiror reasonable access access, during normal business hours, upon reasonable noticeto the offices, to its officersproperties, employeesbooks, agentsdata, properties files, information and offices records of the Company and the officers, employees, agents, properties and offices of its Transferred Subsidiaries and to their books and records. In exercising its rights hereunderthe Business, each party shall (and shall cause each of its Representatives toy) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof furnish to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the Acquiror such additional financial data and other information regarding the Company and the Transferred Subsidiaries and the Business as the Acquiror may from time to time reasonably request in connection with the consummation of the transactions contemplated hereby and (z) make reasonably available to the Representatives of the Acquiror the employees of the Parent and its Affiliates in respect of the Company and the Transferred Subsidiaries, the Business and the businesses conducted by them whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and their businesses and personnel into the Acquiror’s organization following the Closing; provided, however, that the reasonableness of such access and requests shall be determined by taking into account, among other considerations, the competitive positions of the parties and the sensitive nature of the transactions contemplated by this Agreement; provided, further, that nothing herein shall require either the Parent, the Company or any of the Transferred Subsidiaries, or any such Person’s respective Representatives, to disclose any information to the Acquiror or the Representatives of the Acquiror or take any action that would (1) cause a violation of any Contract to which the disclosing party or any of its Affiliates is a party, unless would cause a risk of loss of legal privilege to the party disclosing such party otherwise expressly consents data or information or any of its Affiliates, would constitute a violation of applicable Law or obligations to customers, so long as the Parent, the Company and/or the Transferred Subsidiary, and/or such Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information and protect such privacy and any personal data without violation of applicable Law or (2) would involve any environmental sampling or invasive testing; provided, further, that such investigation shall not unreasonably interfere with respect any of the businesses or operations of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates; provided, further, that the auditors and independent accountants of the Parent, the Company, the Transferred Subsidiaries or any of their respective Affiliates shall not be obligated to make any work papers available to any specific contact. Notwithstanding Person 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 auditors or independent accountants; and provided, further, that notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither party hereto the Parent nor any of its Affiliates shall be required to disclose to the other party Acquiror or any agent Representative of the Acquiror any consolidated, combined, affiliated or Representative thereof any information (i) if doing so could violate any Contract to unitary Tax Return which such party includes the Parent or any of its Affiliates is or any tax-related work papers, except, in each case, for materials or portions thereof that relate solely to the Company or any of the Transferred Subsidiaries. If so reasonably requested by the Acquiror or the Parent, the Acquiror and the Parent shall, and shall cause their respective Affiliates (as applicable) to, enter into a customary joint defense agreement with any one or more of the Acquiror, the Parent, the Company and the Transferred Subsidiaries, as applicable, with respect to any information to be provided to the Acquiror pursuant to this Section 5.03(a). The Acquiror shall reimburse the Parent promptly for any reasonable third party out-of-pocket expenses incurred by the Parent and its Affiliates in complying with any request by or Law to which such party on behalf of the Acquiror or any of its Affiliates in connection with this Section 5.03(a). The Acquiror shall indemnify and hold harmless the Parent and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to the Acquiror’s or its Representatives’ use, storage or handling of (A) any personally identifiable information relating to employees, Producers, policyholders or customers of the Company or any of the Transferred Subsidiaries and (B) any other information that is subject protected by applicable Law (including privacy Laws) or (ii) Contract and to which such party the Acquiror or any of its Affiliates believes in good faith could or Representatives is afforded access pursuant to the terms of this Agreement, solely to the extent any such Losses are the result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto Acquiror’s actions or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeomissions.

Access to Information. (a) From During the date hereof period from the Effective Date to the earlier of the Closing Date or the earlier termination of this AgreementAgreement in accordance with ARTICLE VII, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Seller shall give Buyer and its Designated Representatives reasonable access during normal business hourshours to all books, upon reasonable noticerecords, to its officers, employees, agents, properties and offices and other facilities and properties of the officersCompanies and GMMV as Buyer or its Designated Representatives may from time to time reasonably request for purposes of consummating the transactions contemplated by this Agreement and the Related Agreements; provided, employeeshowever, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party that (i) any such access shall (and shall cause each of its Representatives to) conduct itself so as be conducted in a manner not to unreasonably interfere in with the conduct business or operations of the business Companies and GMMV and Buyer shall not conduct any sampling, testing or investigations of the other party hereto Improvements and its Subsidiaries Tangible Personal Property without the prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents consent of the other party hereto and its Subsidiaries unless consented to by such other party Seller (such consent not to be unreasonably withheld withheld, conditioned or delayed), (ii) the auditors and that accountants of the Companies and GMMV shall not be obligated to make any contact hereunder work papers (to the extent extant) available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants; (iii) if the Parties are in an adversarial relationship in litigation or arbitration, the furnishing of information, documents or records in accordance with this Section 5.10 shall be arranged subject to applicable rules relating to discovery; (iv) any access to the Companies’ properties shall be subject to the Companies’ reasonable security and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactinsurance measures. Notwithstanding anything to the contrary set forth in this Agreement, (i) Seller shall not be required to disclose any information to Buyer or their respective Designated Representatives, if doing so would reasonably be expected to (A) violate any applicable Law, Order or privacy policy or notice to which Seller, the Companies or GMMV are subject, as applicable, (B) result in the waiver of any legal privilege or work product protection of Seller, the Companies or GMMV, (C) reveal information related to the Acquisition, including valuations and materials related to the negotiation of this Agreement, or (D) reveal commercially sensitive or competitive information such as pricing or certain technical information (“Sensitive Information”); and (ii) during the period from the Effective Date to the earlier of the Closing Date and the termination of this Agreement in accordance with ARTICLE VII, neither party hereto Buyer nor any of its Affiliates shall be required contact any of the employees, customers or suppliers of Seller, the Companies or GMMV, whether in person or by telephone, mail or other means of communication, with respect to the Acquisition, the Companies, GMMV or their businesses without the specific written authorization of Seller. Seller may, in its sole discretion, agree to disclose Sensitive Information, in which case, the Parties will enter into an addendum to the Confidentiality Agreement satisfactory to Seller that may specify the individuals to whom such disclosure can be made (such as a clean team) and other party terms or any agent or Representative thereof any information (i) if doing so could violate any Contract conditions pursuant to which such party disclosure will be made. No provision of this Agreement shall be construed to require Seller or Buyer to provide to any of its Affiliates is a party Person any right to access or Law to which such party review any Seller Combined Returns or any of its Affiliates is subject Buyer Combined Returns, as applicable, or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeTax workpapers related thereto.

Access to Information. Before Closing, Seller shall permit, and shall use its commercially reasonable efforts to cause Xxxxx Holdings and XXXXX to permit, Purchaser and its representatives (aincluding its legal advisors and accountants) From the date hereof to the Closing Date or the earlier termination of this Agreementhave reasonable access, the Company during normal business hours and Parent shallupon reasonable advance notice, to the extent consistent with properties, books, records and personnel of XXXXX; provided, that in no event shall Seller, Xxxxx Holdings or XXXXX be obligated to provide (i) access or information in violation of applicable Law or XXXXX’x LLC Agreement, (including antitrust Law)ii) bids, afford letters of intent, expressions of interest, or other proposals received from others in connection with the other transactions contemplated by this Agreement or otherwise and information and analyses relating to such communications, (iii) any information, the disclosure of which would jeopardize any privilege available to Seller, Xxxxx Holdings, XXXXX or any of their respective Affiliates relating to such information or would cause Seller, Xxxxx Holdings, XXXXX or any of their respective Affiliates to breach a confidentiality obligation by which it is bound or (iv) any of Seller’s or Xxxxx Holding’s internal valuations of the industry of XXXXX, Xxxxx Holdings, XXXXX or the XXXXX Membership Interest. Purchaser’s access to the properties, books, records and personnel of XXXXX shall be subject to applicable third party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and recordsmanager/operator approvals. In exercising its rights hereunderconnection with such access, each party Purchaser’s representatives shall (cooperate with Seller’s, Xxxxx Holding’s and XXXXX’x representatives and shall cause each of its Representatives to) conduct itself so as not use their commercially reasonable efforts to interfere in the conduct minimize any disruption of the business of Seller, Xxxxx Holdings, XXXXX and the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents manager/operator of the other party hereto and its Subsidiaries unless consented assets of XXXXX, as the case may be. Purchaser agrees to abide by such other party (such consent not to be unreasonably withheld any safety rules or delayed) and that any contact hereunder shall be arranged and supervised rules of conduct reasonably imposed by Representatives Seller, Xxxxx Holdings, XXXXX or the manager/operator of the such partyassets of XXXXX, unless as the such party otherwise expressly consents case may be, with respect to Purchaser’s access and any specific contactinformation furnished to Purchaser or its representatives pursuant to this Section 6.1. Purchaser shall indemnify, defend and hold harmless Seller, Xxxxx Holdings and XXXXX and their respective officers, directors, employees and agents from and against any and all Losses asserted against or suffered by them relating to, resulting from, or arising out of, examinations or inspections made by Purchaser or its representatives pursuant to this Section 6.1, except to the extent such Losses relate to, result from or arise out of, the gross negligence or willful misconduct of Seller. Notwithstanding anything to the contrary set forth in this Agreementcontained herein, neither party hereto nor before Closing, without the prior written consent of Seller, which may be withheld for any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information reason, (i) if doing so could violate Purchaser shall not contact any Contract to which such party suppliers to, or any of customers of, XXXXX or its Affiliates is a party or Law to which such party or any of its Affiliates is subject or and (ii) which such party Purchaser shall have no right to perform invasive or any of its Affiliates believes in good faith could result in a loss subsurface investigations of the ability to successfully assert a claim properties or facilities of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeXXXXX.

Access to Information. (a) From the date hereof to the Closing Date or Closing, CTI shall cause the earlier termination Company and the Subsidiaries to, (i) give Buyer and its Representatives (collectively, “Buyer’s Representatives”) reasonable access to the books, records, plants, offices and other facilities and properties and personnel (including independent accountants and outside counsel) of this Agreementthe Company and the Subsidiaries, and, to the extent related to the Company and the Subsidiaries, to the books and records of CTI and its Affiliates, during normal business hours and upon reasonable prior notice, (ii) permit Buyer and Buyer’s Representatives to make such inspections thereof as such Persons may reasonably request, (iii) furnish to Buyer and Buyer’s Representatives such financial, operating data and other information regarding the respective businesses, agreements, commitments, liabilities, personnel and properties of the Company and the Subsidiaries as such Person may reasonably request, and (iv) instruct the Representatives of CTI, the Company and Parent shall, each Subsidiary to reasonably cooperate with Buyer and Buyer’s Representatives in their investigation of the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices Company and the officersSubsidiaries. Buyer shall request that its Affiliates and Representatives agree to comply with Buyer’s undertakings in Section 8.1 with respect to any confidential information of or relating to CTI, employeesits Affiliates, agents, properties the Company and offices the Subsidiaries obtained pursuant to this Section 7.4; provided that Buyer shall be responsible for any breach of this Section 7.4 by its Subsidiaries Affiliates and Representatives to their books and recordswhom or to which such confidential or proprietary information was disclosed by Buyer or any Buyer Representative. In exercising its rights hereunder, each party Any inspections pursuant to this Section 7.4 shall (and shall cause each of its Representatives to) conduct itself so be conducted in such a manner as not to interfere in unreasonably with the conduct of the business of CTI, the other party hereto and its Company, the Subsidiaries prior to Closingor any of their Affiliates. From Notwithstanding the foregoing, from the date hereof until the Closing, Buyer shall not have access to personnel records of any Listed Employee relating to individual performance or evaluation records, medical histories, any Personally Identifiable Data or other information the Closing Datedisclosure of which, in CTI’s good faith judgment, would subject CTI, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officersCompany, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of their Affiliates to any risk of liability, and Buyer shall not have access to the personnel records of any employee of CTI or its Affiliates who is not a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeListed Employee.

Access to Information. (a) From During the date hereof to the Pre-Closing Date or the earlier termination of this AgreementPeriod, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives Subsidiaries to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof afford to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any Buyer’s officers, employees, landlordsaccountants, tenantscounsel, licenseesFinancing Sources, franchiseesprospective Financing Sources and other representatives, customers reasonable access, upon reasonable notice, during normal business hours and in a manner that does not materially disrupt or agents interfere with business operations, to all of its properties, books, contracts, commitments, management personnel and records as the Buyer shall reasonably request, and, during such period, the Company shall (and shall cause each of its Subsidiaries to) furnish promptly to the Buyer the information concerning its business, properties, assets and personnel (other than personnel or medical records) as the Buyer may reasonably request, subject in all events to appropriate confidentiality restrictions. Any access provided to the Buyer or its representatives, its Financing Sources or prospective Financing Sources, or information provided by the Company or its Subsidiaries, shall not constitute any expansion of or additional representations or warranties of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary Company beyond those specifically set forth in this Agreement. The Buyer and its representatives, neither Financing Sources, and prospective Financing Sources shall hold any such information which is nonpublic in confidence in accordance with the Confidentiality Agreement (or, in the case of persons not party hereto nor to the Confidentiality Agreement, such persons shall be made aware of such confidentiality obligations and the Buyer shall be responsible for any of breaches thereof). Notwithstanding the foregoing, but subject to Section 6.12(d), the Company and its Affiliates Subsidiaries shall not be required to provide the Buyer access to or disclose to information where such access or disclosure would result in the other party loss of any attorney-client privilege or any agent be prohibited under applicable Law or Representative thereof any information (i) if doing so could violate by the terms of any Contract to which such party the Company or any of its Affiliates Subsidiaries is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss as of the ability to successfully assert a claim date of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under this Agreement. In any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilegeevent, the Company and Parent its Subsidiaries shall use commercially its reasonable efforts to cooperate and explore communicate, to the extent feasible, the applicable information in good faith whether a method could be used to permit disclosure by way that would not risk waiver of such party privilege or violate such applicable Law or Contract, including entering into a joint defense agreement, common interest agreement or other similar arrangement. To the extent the Company or its Representatives without waiving Subsidiaries conducts any physical count of Inventory during the Pre-Closing Period, the Company shall and shall cause its Subsidiaries to afford the Buyer’s designated employees or other representatives the opportunity to be present and observe such privilegephysical count of Inventory and shall provide the Buyer with at least 72 hours’ prior notice of any such physical counts of Inventory.

Access to Information. (a) From the date hereof to of this Agreement until the Closing Date Date, or the earlier termination of this AgreementAgreement in accordance with its terms, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each other Acquired Company, and the Purchaser shall, and shall cause its subsidiaries, to (a) give Purchaser or Company, as the case may be, and their respective Representatives reasonable access to the offices, properties, books and records of its their respective companies, (b) furnish to Purchaser and Company, as the case may be, and their respective Representatives tosuch financial and operating data and other information relating to their respective companies as such Persons may reasonably request and (c) conduct itself so instruct their respective employees, counsel and financial advisors to cooperate with Purchaser and the Company, as the case may be, in their investigation of the Acquired Companies and the Purchaser, as the case may be; provided, however, that neither Seller nor Purchaser shall be required to comply with this Section 6.03 if such compliance would result in a violation of Applicable Law. Any investigation pursuant to this Section 6.03 shall be conducted in such manner as not to interfere in unreasonably with the conduct of the business businesses of the other party hereto Acquired Companies and the Purchaser, as the case may be. Each Selling Shareholder, on behalf of itself and its Subsidiaries prior to Closing. From Representatives, and the date hereof to the Closing DateAcquired Companies, the parties hereto acknowledge on behalf of each of themselves and each of their respective Representatives, agree that they it may learn of material, non-public information of Purchaser during this period and that the United States securities laws prohibit any persons who have material, nonpublic information concerning Purchaser from purchasing or selling securities of Purchaser or from communicating such information to any person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities in reliance upon such information. Accordingly, each Selling Shareholder, on behalf of itself and its Representatives, and the Company, on behalf of itself and each of the Acquired Companies and their Representatives respective Representatives, agree that it shall not contact purchase or sell or otherwise trade in any officersmanner in Purchaser’s securities until such time as it is no longer in possession of material, employees, landlords, tenants, licensees, franchisees, customers or agents non-public information of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegePurchaser.

Access to Information. (a) From During the date hereof Interim Period, Seller, on reasonable prior written notice (but in no event less than three (3) Business Days’ prior notice) by Purchaser to the Closing Date or the earlier termination of this AgreementSeller, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto will give Purchaser and its Representatives reasonable access during normal business hourshours to the offices, Assets, books and records of the Acquired Companies and to the extent available, furnish to Purchaser and its Representatives such financial and operating data and other information concerning such Acquired Company as such persons may reasonably request; provided that such access shall only be upon reasonable notice, to its officers, employees, agents, properties shall not unreasonably disrupt personnel and offices and operations of the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (Projects and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto be at Purchaser’s sole cost and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosureexpense; provided, further, that if the a party hereto or neither Purchaser, nor any of its Affiliates believes in good faith that or its or their respective Representatives shall conduct any environmental site assessment, compliance evaluation or investigation without reasonable ongoing consultation with Seller with respect to any such disclosure may result activity, and in a loss no event shall any subsurface investigation or testing of any environmental media be conducted. All requests for access to the offices, Assets, books and records of the ability Acquired Companies shall be made to successfully assert a claim such Representatives of privilegeSeller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor its Representatives may contact and communicate with any of the employees, customers, suppliers, contractors, lenders or other Persons that have business relationships with the Acquired Companies or their Affiliates (or Representatives of any of the foregoing Persons) in connection with the transactions contemplated hereby, without the specific prior written authorization of Seller. Any access to the offices, Assets, books and records of the Acquired Companies shall be subject to the following additional limitations: (i) such access shall not violate any Applicable Law or Contract to which Seller, the Company Acquired Companies or any of their respective Affiliates is a party or otherwise expose Seller, the Acquired Companies or any of their respective Affiliates to a material risk of liability; (ii) Purchaser shall give Seller notice at least two (2) Business Days before conducting any inspections or communicating with any third party relating to any property of the Acquired Companies, and Parent a Representative of Seller shall use commercially reasonable efforts have the right to cooperate and explore in good faith whether a method could be used to permit disclosure by such party present when Purchaser or its Representatives without waiving conducts its or their investigations on such privilegeproperty; (iii) none of Purchaser, its Affiliates, or its or their respective Representatives shall damage the offices, property, books and records accessed or any portion thereof; and (iv) Purchaser shall: (A) use its Commercially Reasonable Efforts to perform all on-site due diligence reviews and all communications with any Person on an expeditious and efficient basis; and (B) indemnify, defend and hold harmless Seller, its Affiliates (including the Acquired Companies) and each of their respective Representatives from and against all damages caused directly as a result of the actions of Purchaser, its Affiliates or its or their respective Representatives under this Section 4.3(a). The foregoing indemnification obligation shall survive the Closing or termination of this Agreement for six (6) months. Any information obtained by Purchaser pursuant to this paragraph shall be held in confidence by Purchaser and its Representatives in accordance with the provisions of Section 4.2.

Access to Information. (a) From During the date hereof to the Pre-Closing Date or the earlier termination of this AgreementPeriod, the Company and Parent shall, to the extent consistent with applicable Law shall each (including antitrust Law), i) afford the other party hereto and its Representatives designated representatives reasonable access and the right to inspect all of the real property, properties, assets, premises, books and records, Contracts and other documents and data (including Tax Returns, internal working papers, client files, client Contracts and director service agreements) related to such party, in each case, during normal business hours, hours upon reasonable notice; (ii) upon the other party’s request, furnish the other party and its designated representatives with such financial, operating and other data and information related to its officers, employees, agents, properties and offices and such party as the officers, employees, agents, properties and offices other party or any of its Subsidiaries representatives may reasonably request; and (iii) instruct such party’s representatives to their books and recordsreasonably cooperate with the other party in its investigation provided herein. In exercising its rights hereunder, each party Any investigation pursuant to this Section 4.9 shall (and shall cause each of its Representatives to) conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such investigated party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything herein to the contrary set forth in this Agreementcontrary, neither party hereto nor any of its Affiliates no such investigation or examination shall be required permitted to the extent that it would require Parent to disclose (a) information that is (i) material non-public information of Parent under applicable securities laws, (ii) subject to attorney-client privilege, (iii) which would conflict with any confidentiality obligations to which the Parent is bound, or (iv) related to the analysis of the Transactions by the Parent, and (c) any document or information prohibited to be shared by Legal Requirements until such time as such documents are not prohibited to be shared. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company to disclose (a) due diligence questions, lists or investigations conducted by others, names, bids, letters of intent, expressions of interest, or other party proposals received from others prior to the parties’ entry into that certain Letter of Intent dated as of October 21, 2020, in connection with the transactions contemplated hereby or any agent or Representative thereof any otherwise information and analyses relating to such communications, (b) information (i) if doing so could violate any Contract subject to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or attorney-client privilege, (ii) which such party would conflict with any confidentiality obligations to which the Company or any of its Affiliates believes in good faith could result in a loss Equityholder is bound, or (iv) related to the analysis of the ability to successfully assert a claim of privilege (including Transactions by the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto Company or any of Equityholder, and (c) any document or information prohibited to be shared by Legal Requirements until such time as such documents are not prohibited to be shared. Notwithstanding anything herein to the contrary, the Company must approve, in its Affiliates believes in good faith that any such disclosure may result in a loss sole discretion, and an officer of the ability to successfully assert a claim Company must be present and included in any communications with customers or employees of privilege, the Company and Parent and Merger Subs shall use commercially reasonable efforts to cooperate not, and explore in good faith whether shall cause their affiliates not to, and shall direct their representatives not to, contact or communicate with any employees, customers, suppliers, distributors or licensors of the Company or any other persons having a method could be used to permit disclosure by business relationship with the Company regarding the Transactions without the prior written consent of the Company. Parent will treat such party or its Representatives without waiving such privilegeinformation as Confidential Information under the Non-Disclosure Agreement.

Access to Information. (ai) From the date hereof to the Closing Date or the earlier termination of this Agreement, the Company The Seller Parties shall provide Buyer and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Buyer’s authorized agents and its Representatives representatives reasonable access during normal business hoursat reasonable times, and upon reasonable notice, to its officersmanagement-level employees of the Seller Parties (solely in connection with the Business), employees, agents, properties Companies and offices and the officers, employees, agents, properties and offices of its their Subsidiaries and to all books, records, Contracts and documents of the Companies and their books Subsidiaries, and records. In exercising its rights hereunder, each party (ii) the Seller Parties shall furnish (and shall cause each of its Representatives tothe Companies and their Subsidiaries to furnish) conduct itself so as not to interfere in Buyer such reasonable information concerning the conduct businesses, properties, financial performance, assets and personnel of the business Companies and their Subsidiaries and the Business as Buyer or its representatives shall reasonably request; provided, that (a) all such access shall be coordinated in advance through Rxxxx Xxxx Xxxx-Xxxx Xx. and Nxxxxxxx Xxxxxx or their designees, (b) such access does not unreasonably interfere with the operation of the other party hereto Companies’ and their Subsidiaries’ business and shall be subject to the Seller’s, the Companies’ and their Subsidiaries’ reasonable security measures and insurance requirements, (c) in connection with the Transactions, Buyer and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge authorized agents and agree that they and their Representatives representatives shall not contact any officers, or otherwise communicate with the employees, landlordscustomers, tenantssuppliers, licenseesproviders, franchiseespayors, customers brokers, producers, consultants, or agents other third party service providers of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Companies or any of its Affiliates is a party or Law to which such party their Subsidiaries unless, in each instance, approved in writing in advance by the Seller and (d) nothing herein shall require the Seller, the Companies or any of its Affiliates is subject or their Subsidiaries to (iix) which such party violate any agreement binding on the Seller, the Companies or any of its Affiliates believes in good faith could result in a loss their Subsidiaries or applicable requirement of the ability Law or (y) furnish to successfully assert a claim Buyer or any of privilege (including the Buyer’s authorized agents or representatives or provide Buyer or any of Buyer’s authorized agents or representatives with access to information that is competitively sensitive, is subject to attorney-client privilege or is the subject of any applicable information privacy, security or other Laws (provided, however, that the Seller and work product privileges); provided that such party the Companies shall seek reasonably cooperate with Buyer to obtain any consent required under attempt to find a way to allow disclosure of any such Contract information and/or documents to permit the extent doing so would not (in the judgment of the Seller after consultation with outside counsel) reasonably be likely to (A) result in the loss of such disclosure; provided, further, that if the a party hereto attorney-client privilege or any of its Affiliates believes in good faith that (B) violate any such disclosure may result Law or applicable order of a Governmental Authority, in a loss of the ability to successfully assert a claim of privilegeeach case, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeas applicable).

Access to Information. (a) From Subject to confidentiality obligations and similar restrictions that may be applicable to information furnished to the Acquired Companies by Third Parties that may be in the Acquired Companies’ possession from time to time, from the date hereof to the Closing Date or until the earlier of the Effective Time and the valid termination of this AgreementAgreement pursuant to Article VIII, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law)and shall cause its Subsidiaries to, afford the other party hereto to Parent and its Representatives and Debt Financing Sources reasonable access access, during normal business hours, in such manner as to not interfere in any material respect with the normal operation of the Acquired Companies, to their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of the Acquired Companies, and shall furnish such Representatives with existing financial and operating data and other information concerning the affairs of the Acquired Companies as such Representatives may reasonably request; provided, that such investigation shall only be upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (notice and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto be at Parent’s sole cost and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosureexpense; provided, further, that if nothing herein shall require the a party hereto or Acquired Companies to disclose any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability information to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving if such disclosure would, in the reasonable judgment of the Company, (i) cause significant competitive harm to any Acquired Company if the Transactions are not consummated, (ii) violate Applicable Law or the provisions of any Contract (including any confidentiality agreement or similar agreement or arrangement) to which any Acquired Company is a party or (iii) jeopardize any attorney-client or other legal privilege, in each case, so long as that the Company provides Parent written notice of any information so withheld and reasonably cooperates with Parent in seeking to allow disclosure of such information in a manner that is not reasonably likely to violate Applicable Law, breach such confidentiality obligations, cause such competitive harm, breach such confidentiality obligations or jeopardize such attorney-client or other legal privilege; provided, further, that nothing herein shall authorize Parent or its Representatives to undertake any environmental testing involving sampling of soil, groundwater or building materials, or other similar invasive techniques at any of the Acquired Companies’ properties. All information obtained by Parent, Merger Sub and their respective Representatives shall be subject to the Confidentiality Agreement. No investigation or access permitted pursuant to this Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company hereunder.

Access to Information. (a) From the date hereof until the Effective Time and subject to applicable Law and the Closing Date or the earlier termination of this Confidentiality Agreement, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the Company and its Subsidiaries, (ii) furnish to Parent, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request, (iii) give Parent shalland other authorized representatives access to the facilities of the Company and its Subsidiaries for the purpose of conducting Phase I environmental site assessments and, to the extent consistent such site assessments reasonably recommend further environmental investigations, such further environmental investigations, including Phase II environmental site assessments (in the case of such further environmental investigations, to the extent reasonably necessary in connection with applicable Law (including antitrust Lawany financing of the transactions contemplated by this Agreement and to the extent permitted by the terms of any lease agreement relating to any such facility), afford the other party hereto and (iv) instruct its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agentscounsel, properties financial advisors, auditors and offices and the officers, employees, agents, properties and offices of other authorized representatives to cooperate with Parent in its Subsidiaries and investigation. Any investigation pursuant to their books and records. In exercising its rights hereunder, each party this Section shall (and shall cause each of its Representatives to) conduct itself so be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto Company and its Subsidiaries. Notwithstanding the foregoing, no such Person shall have access to personnel records of the Company and its Subsidiaries prior relating to Closing. From individual performance or evaluation records, medical histories or other employee information which, in the date hereof to the Closing DateCompany’s good faith opinion, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents disclosure of which would subject the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party Company or any of its Affiliates is a Subsidiaries to liability. No information or knowledge obtained in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by any party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegehereunder.

Access to Information. (a) From and after the date hereof to of this Agreement until the Closing Date or the earlier termination of this AgreementDate, the Company and Parent shall, TDCC shall afford to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Purchaser and its Representatives reasonable access access, upon reasonable advance written notice (which in no event shall be less than forty-eight (48) hours’ notice), during normal business hours, upon reasonable notice, to its officers, employees, agents, the personnel and properties and offices of AgroFresh and the officerspersonnel, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct records of the Business (other than Tax Returns of AgroFresh, TDCC and its Affiliates and all notes, worksheets, files and documents relating thereto) to the extent relating to AgroFresh or the Business Assets; provided, however, that nothing herein will obligate TDCC to take or permit any actions that would (a) unreasonably interrupt the normal course of the Business or any other business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers AgroFresh or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld TDCC or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to Affiliates; (b) result in any waiver of attorney-client privilege or violate any Law or the other party or any agent or Representative thereof any information (i) if doing so could violate terms of any Contract to which such party AgroFresh or TDCC or any of its Affiliates is a party or Law to which such party any of their respective assets are subject; or (c) subject AgroFresh or TDCC or any of its Affiliates is subject or (ii) which such party or any to risk of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosureLiability; provided, further, that if prior to the expiration of any waiting period under any Competition Law applicable to the transactions contemplated by this Agreement, Purchaser and its Representatives shall only be permitted such reasonable access that, in TDCC’s sole discretion, after consultation with counsel, is appropriate during such review process. During any visits to any offices, facilities or other properties of or leased by AgroFresh permitted by this Section 5.1, Purchaser shall comply, and shall cause its Representatives to comply, with all safety, health and security rules applicable to the premises being visited. TDCC shall have the right to have a party hereto Representative present at all times during any such inspections, interviews and examinations conducted at or on the offices or other facilities or properties of or leased by AgroFresh. From and after the date of this Agreement until the Closing Date, Purchaser shall not have access to or communicate with any customers, suppliers or other counterparties of the Business without the prior written Consent of TDCC and then only on such terms to which TDCC Consents. Notwithstanding anything to the contrary in this Section 5.1, Purchaser shall not be allowed to sample and analyze any soil or groundwater or other environmental media, or any building material, without the express written Consent of its Affiliates believes TDCC, which may be withheld in good faith that any such disclosure may result in a loss the sole discretion of TDCC. All access and information contemplated by this Section 5.1 shall be subject to the terms and conditions of the ability Confidentiality Agreement and the provisions of this Section 5.1 are subject to successfully assert a claim of privilege, the Company Section 5.17 and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSection 5.21.

Access to Information. (a) From the date hereof to until the Closing Date or the earlier termination Closing, Seller shall, and shall cause each of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law Company’s Subsidiaries to: (including antitrust Law), a) afford the other party hereto Buyer and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officersright to inspect all of the Real Property, employeesproperties, agentsassets, properties and offices of its Subsidiaries and to their premises, books and records. In exercising its rights hereunder, each party shall contracts, agreements and other documents and data and, with Seller’s prior written consent (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company and the Company’s Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company and the Company’s Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller, the Company, and the Company’s Subsidiaries to cooperate with Buyer in its investigation of the Company and the Company’s Subsidiaries; provided, however, that any contact hereunder such investigation shall be arranged conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and supervised by Representatives in such a manner as not to materially interfere with the normal operations of the Company and the Company’s Subsidiaries; provided, further, that for purposes of this sentence, Buyer’s Representatives shall include the Debt Financing Sources and their Representatives. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to such party, unless the such party otherwise expressly consents with respect individuals as Seller may designate in writing from time to any specific contacttime. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Seller, the Company, nor any of its Affiliates the Company’s Subsidiaries shall be required to disclose to the other party or any agent or Representative thereof any information to Buyer if such disclosure would: (ix) cause material competitive harm to Seller, the Company, the Company’s Subsidiaries, and their respective businesses if doing so could violate the transactions contemplated by this Agreement are not consummated; (y) jeopardize any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges)or other legal privilege; provided that such party or (z) contravene any applicable Law. Prior to the Closing, without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall seek to obtain not contact any consent required under any such Contract to permit such disclosure; providedsuppliers to, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilegecustomers of, the Company or the Company’s Subsidiaries. Prior to Closing, Buyer shall have no right to perform invasive or subsurface investigations of the Real Property without the prior written consent of Seller. Buyer shall, and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or cause its Representatives without waiving such privilegeto, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.02.

Access to Information. (a) From the date hereof of this Agreement to the Closing Date or the earlier termination of this AgreementClosing, the Company and Parent each of its Subsidiaries shall: (a) provide to Parent, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Merger Sub and its their respective Representatives reasonable access during normal business hourshours in such a manner as not to interfere unreasonably with the operation of any business conducted by the Company and its Subsidiaries, upon reasonable noticeprior written notice to the Company or its Subsidiaries, as applicable, to its officers, employees, agents, properties and offices and the officers, employees, agentsproperties, properties offices and offices other facilities of the Company and its Subsidiaries and to their the books and records. In exercising records thereof; (b) provide to Parent, Merger Sub and their respective Representatives non-exclusive access credentials to online portals and databases for all Alcohol Beverage Authorities, and all third party compliance companies, with which the Company has, or has had, and account, solely for the purpose of providing required information regarding Parent or Merger Sub in connection with the Transactions, and in no event, shall Parent, Merger Sub or their respective Representatives make any representations regarding the Company or its rights hereunderSubsidiaries in such portals and databases; and (c) furnish promptly such information concerning the business, each party shall (properties, Contracts, assets and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct Liabilities of the business of the other party hereto Company and its Subsidiaries prior to Closing. From the date hereof to the Closing Dateas Parent, the parties hereto acknowledge and agree that they and Merger Sub or their Representatives shall not contact any officersmay reasonably request; provided, employeeshowever, landlords, tenants, licensees, franchisees, customers or agents of that the other party hereto Company and its Subsidiaries unless consented to by such other party (such consent shall not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose afford such access or furnish such information to the other party or any agent or Representative thereof any information extent that the Company and its Subsidiaries believe in good faith that doing so would: (i) if doing so could result in the loss of attorney-client privilege; (ii) violate any Contract to which such party obligations of the Company or any of its Affiliates is a Subsidiaries with respect to confidentiality to any third party or Law otherwise breach, contravene or violate any then effective Contract to which such party the Company or any of its Affiliates Subsidiaries is subject party; or (iiiii) which such party breach, contravene or violate any of its Affiliates believes applicable Law in good faith could result in a loss of the ability to successfully assert a claim of privilege any material respect (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent its Subsidiaries shall use commercially reasonable efforts to cooperate allow for such access or disclosure in a manner that does not result in the events set out in clauses (i) through (iii)). Parent and explore Merger Sub shall, and shall cause each of their respective Representatives, to hold all information provided or furnished pursuant to this Section 6.3 confidential in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeaccordance with the terms of the Confidentiality Agreement.

Access to Information. (a) From and after the date hereof to of this Agreement until the Closing Date or the earlier termination of this AgreementDate, the Company Seller, Marconi IP and the Parent shallshall afford, and, to the extent consistent with applicable Law (including antitrust Law)reasonably necessary, afford cause each of its Affiliates to afford, to the other party hereto Purchaser and its Representatives Representatives, on a reasonably timely basis, reasonable access access, upon reasonable notice during normal business hours, upon reasonable noticeto all the personnel (other than external professional advisors), work papers, information systems, properties, books, contracts, commitments, Tax Returns and records of, or relating to (and then only to the extent relating to), the Access Business and during such period shall furnish to the Purchaser and its officersRepresentatives any information relating to (and then only to the extent relating to) the Access Business, employees, agents, properties and offices the Assets and the officersAssumed Obligations, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunderRetained Obligations that arise from, each party shall (and shall cause each of relate to or affect, the Access Business, as the Purchaser or its Representatives to) conduct itself so as not may reasonably request (including all information reasonably necessary for purposes of transition planning and preparation for post-Closing integration purposes); provided, that, nothing herein will obligate the Seller, Marconi IP or the Parent to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could take any actions that would unreasonably interrupt the normal course of the Access Business or (ii) violate any Law or the terms of any Contract to which such party the Seller, Marconi IP, or the Parent or any of its their Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client their respective assets are subject; and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, if any particular item of the Seller, Marconi IP or the Parent that the Purchaser has the right of access to pursuant to this Section 6.1 contains both information related to the Access Business and other information, then the Seller, Marconi IP and the Parent (as applicable) can, at its option either (A) provide a copy of such information to the Purchaser subject to the Purchaser’s obligations contained herein to keep such other information confidential or (B) create a new form of such Table of Contents information and provide the Purchaser with access to such new form of information (which new form of information shall incorporate all information that the Purchaser has the right to access to pursuant to this Section 6.1) (it being understood that, notwithstanding the foregoing, the Seller shall make available to the Purchaser the original complete copy of any particular item of information if the Purchaser has a party hereto or any of its Affiliates believes in good faith reasonable need to review such original copy, subject to reasonable redaction that any is not inconsistent with such disclosure may result in a loss reasonable need of the ability Purchaser). The Purchaser’s right of access to successfully assert a claim of privilegeTax Returns pursuant to this Section 6.1 shall be limited to Tax Returns relating to real estate, personal property or ad valorem Taxes payable with respect to the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeAssets.

Access to Information. (a) From Subject to Section 5.4 hereof, from the date hereof to the Closing Agreement Date or until the earlier of the Effective Time and the termination of this Agreement, the Company and Parent shall, and shall cause each of the Company Subsidiaries to, afford the Representatives and other agents of Parent (provided, that Parent shall cause such Representatives and other agents to treat any information gained thereby as confidential) reasonable access, during normal business hours and upon reasonable advance written notice, and subject to reasonable rules and regulations of the Company, to (a) the Specified Company Employees and, with the prior written consent of a Specified Company Employee (such consent not to be unreasonably withheld, delayed or conditioned), any of the other employees of the Company and the Company Subsidiaries to which any Specified Company Employee provides his consent, (b) the properties, offices and other facilities of the Company and the Company Subsidiaries and (c) to the extent consistent with applicable Law (including antitrust not prohibited by Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their all books and records, and all financial, operating, Tax and other data and information, with respect to the Business that are in the possession of the Company or any of the Company Subsidiaries, in each case, as Parent may reasonably request; provided, however, (i) if the Company so requires, Parent’s representatives conducting any physical inspection of the properties, offices or other facilities of the Company or one of the Company Subsidiaries shall be accompanied by one or more representatives of the Company and (ii) the Company shall not be required to provide any such access to the extent that it would require the Company or any of the Company Subsidiaries to (A) disclose information subject to attorney-client privilege as advised by the Company’s outside counsel (after taking into account the potential for a “continuity of interest” or similar agreement; provided, that, in any event, the Company will disclose to Parent that it is withholding information in reliance upon this Section 5.5), (B) disclose information that would cause significant competitive harm to the Company or the Company Subsidiaries if the transactions contemplated by this Agreement are not consummated, (C) violate applicable Law, or (D) violate any confidentiality obligations to which the Company or any of the Company Subsidiaries is bound; provided, that the Company shall use reasonable best efforts to provide any such information in a manner and to the maximum extent such clauses (A) through (D) shall not apply. All requests for such access shall be directed to a Specified Company Employee or such other Person as the Company may designate in writing to Parent from time to time. Anything herein to the contrary notwithstanding, prior to the Closing, without the express prior written consent of the Company, which consent shall not be unreasonably withheld, neither Parent nor Merger Sub, nor any of their Representatives or other agents shall contact any customers to, or vendors or suppliers of, the Company, or shall have any right to perform sampling or any invasive or subsurface investigations of any properties or facilities of the Company or any of the Company Subsidiaries. In exercising its rights hereunder, each party shall (Parent shall, and shall cause each of its Representatives to) advisors, representatives, officers, directors, employees, auditors and other agents to conduct itself themselves so as not to unreasonably interfere in the conduct of the business Business of the other party hereto Company and its the Company Subsidiaries prior to the Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilege.

Access to Information. (a) From During the date hereof to period from the Closing Agreement Date or and continuing until the earlier of the termination of this AgreementAgreement and the Effective Time, upon reasonable notice, (i) the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), shall afford the other party hereto Buyer and its Representatives reasonable access to the properties, personnel, books, Contracts and records (other than client and customer records) of the Company and each of its Subsidiaries during normal business hours, upon reasonable notice, hours (in a manner so as to not unreasonably interfere with the normal business operations of any Acquired Company); and (ii) the Company shall provide to Buyer and its officers, employees, agents, properties Representatives correct and offices complete copies of the Company’s and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives toSubsidiaries’ Tax Returns and work papers relating to Taxes; provided, that no such access (or related activities or investigations) conduct itself so as not shall include any environmental or other intrusive or subsurface sampling, testing, investigation or analysis; provided, further that the Company may restrict or otherwise prohibit access to interfere any documents or information to the extent that (1) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (2) access to such documents or information would give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; (3) access would, in light of Outbreak Measures, jeopardize the conduct health and safety of any officer or employee of the business Company; (4) such documents or information are reasonably pertinent to any adverse Legal Proceeding between the Company and its Affiliates, on the one hand, and Buyer and its Affiliates, on the other hand, or (5) any documents specifically concerning the transactions contemplated by this Agreement or the sale process relating to such transactions. In such event, the Company shall give notice to Buyer of the other party hereto fact that it is withholding such information or documents and thereafter the Company shall reasonably cooperate with Buyer to allow the disclosure of such information (or as much of it as possible) in a manner that would not violate any of clauses (1) through (5). Notwithstanding the foregoing, the Company shall provide Buyer and its Subsidiaries prior Representatives reasonable access to Closing. From client and customer records, but only in accordance with the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents terms of the other party hereto and its Subsidiaries unless consented to by Clean Team Agreement. All of such other party (such consent not to be unreasonably withheld or delayed) and that any contact information contemplated hereunder shall be arranged and supervised by Representatives treated as confidential information pursuant to the terms of the Confidentiality Agreement and the Clean Team Agreement, as applicable, the provisions of which are incorporated herein by reference. The Company may elect to limit, or cause any Acquired Company to limit, based on advice of counsel that disclosure of the applicable information would be in violation of Contract or if the Acquired Company reasonably determines that the applicable information is competitively sensitive, disclosure of such party, unless the such party otherwise expressly consents with respect information to any specific contact. Notwithstanding anything certain Persons designated as a “clean team” by Buyer pursuant to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall Clean Team Agreement (which Persons must be required to disclose reasonably acceptable to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract Company pursuant to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privilegesClean Team Agreement); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilege.

Access to Information. (a) From and after the date hereof of this Agreement until the Closing Date, each Seller shall (and shall request its accountants and environmental consultants to), and Chemtura shall cause the Chinese Joint Venture (and shall request its accountants and environmental consultants) to, afford to the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Purchaser and its accountants, counsel and other Representatives reasonable access access, upon reasonable notice during normal business hours, upon reasonable noticeto all the personnel, properties, books, contracts, commitments, Tax Returns and records of the Business that relate to its officers, employees, agents, properties the Assets (but not including Tax Returns in respect of income generated by such Assets) and offices and during such period shall furnish to the officers, employees, agents, properties and offices Purchaser any information of its Subsidiaries and the Business relating to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives then only to the extent relating to) conduct itself so the Assets which is reasonably available to the Sellers or the Chinese Joint Venture as not the Purchaser may reasonably request; provided that nothing herein will obligate any Seller or the Chinese Joint Venture to interfere in (a) take any actions that would unreasonably interrupt the conduct normal course of the business of the Business (including conducting, or permitting the Purchaser to conduct, any environmental sampling or testing) or (b) violate any Law or the terms of any Contract to which any Seller or the Chinese Joint Venture or any Affiliate of any Seller is a party or to which any assets of any Seller or the Chinese Joint Venture or any Affiliate of any Seller are subject, and provided, further, that if any particular document or other party hereto and its Subsidiaries prior item containing information to Closing. From which the date hereof Purchaser has the right of access pursuant to this Section 6.1 contains both (y) information related to the Closing DateBusiness and (z) other information, then the parties hereto acknowledge and agree that they and their Representatives shall not contact any officersapplicable Seller or the Chinese Joint Venture may, employeesat its option, landlords, tenants, licensees, franchisees, customers either (i) provide a copy of such document or agents of item to the other party hereto and its Subsidiaries unless consented Purchaser subject to by the Purchaser’s obligations contained herein to keep such other party information confidential or (ii) redact (with reasonable promptness) such consent not document or item and provide the Purchaser with access to be unreasonably withheld such redacted form of document or delayed) and item (which redacted form of document or item shall incorporate all information that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless Purchaser has the such party otherwise expressly consents with respect right to any specific contactaccess pursuant to this Section 6.1). Notwithstanding anything to the contrary set forth contained in this AgreementSection 6.1, neither nothing in this Section 6.1 shall require any party hereto nor to provide any of its Affiliates shall be required to disclose to the other party with books and records or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeconstitute Privileged Documents.

Access to Information. (a) From the date hereof to the Closing Date or until the earlier of the Rights Offering Closing and the termination of this AgreementAgreement in accordance with its terms, the Company and Parent shall, to and shall cause its Subsidiaries to, (a) give the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Sponsor and its counsel, advisors, auditors and other Representatives reasonable access during normal business hourshours to the offices, upon reasonable noticeproperties, to its officersassets, employees, agentsdirectors, properties counsel, advisors and offices books and records of the officersCompany and its Subsidiaries, including all minute books of the Board of Directors and all other material communications and information provided to the Board of Directors (excluding, for the avoidance of doubt, all board materials related to this Agreement); (b) furnish to the Sponsor and its Affiliates and its and their respective Affiliates’ counsel, advisors, auditors and other Representatives such information relating to the Company and its Subsidiaries as may be reasonably requested (including all communications with equityholders, holders of the Senior Secured Indebtedness and holders of the Senior Unsecured Notes Indebtedness); and (c) instruct the employees, agentscounsel, properties directors, accountants and offices other advisors and Representatives of the Company and its Subsidiaries to make themselves reasonably available during normal business hours to, and reasonably cooperate with, the Sponsor and their respective counsel, advisors, auditors and other Representatives on matters relating to the operation of the Company and its Subsidiaries; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information, (ii) access to such documents or information would give rise to a waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or (iii) access to a Contract to which the Company or any of its Subsidiaries and is a party or otherwise bound would breach, violate or cause a default under, or give rise to their books and records. In exercising any right of termination, cancellation, amendment or acceleration under, such Contract or any other Contract to which the Company or any of its rights hereunderSubsidiaries is bound or (iv) subject to the terms of Section 5.12, each party shall (and shall cause each until the 60th day after the date of this Agreement, such documents or information relate directly or indirectly to the exploration of strategic, recapitalization or restructuring alternatives potentially available to the Company undertaken by the Board of Directors or any Competing Proposal that the Company or any of its Representatives tomay have received from any Person or any discussions or negotiations by the Company or any of its Representatives with respect to any Competing Proposal or any other proposals that could lead to a Competing Proposal. Notwithstanding the foregoing, neither the Sponsor nor any of its Representatives shall (i) conduct itself so contact or have any discussions with any of the Company’s customers, suppliers, other business partners, employees or consultants, except for any such contacts or discussions by the Transaction Committee or as otherwise expressly contemplated in this Agreement (including the Interim Operating Plan) or unless in each case the Sponsor obtains the prior written consent of the Company (which shall not to be unreasonably withheld, conditioned or delayed), (ii) unreasonably interfere in the conduct of with the business of the other party hereto Company and its Subsidiaries or (iii) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. The Sponsor shall schedule and coordinate all site visits with the Company and shall give the Company at least three Business Days prior written notice thereof, setting forth the purpose of such visit and the facilities, documents or materials to which the Sponsor requests access. The Company shall be entitled to have Representatives present at all times during any such site visit. Any information provided pursuant to this Section 5.5 shall be subject to the terms of that certain letter agreement by and between the Company and Standard General L.P. dated June 12, 2014, signed in connection with the Contemplated Transactions (the “Confidentiality Agreement”). The Confidentiality Agreement shall terminate automatically, without any action by any party, upon the Rights Offering Closing. From the date hereof to until the Rights Offering Closing Date, the parties hereto acknowledge and agree that they and their Representatives Confidentiality Agreement shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything remain in effect subject to the contrary permitted communications set forth in this AgreementSection 5.9. Notwithstanding the foregoing, neither party hereto nor any the Confidentiality Agreement is hereby waived by the Company, on behalf of itself and its Subsidiaries, to allow the Sponsor and its Affiliates shall be required and its and their respective Affiliates’ counsel, advisors, auditors and other Representatives to disclose make such communications as it deems reasonably necessary in connection with attempting to cause the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss satisfaction of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeconditions specified herein.

Access to Information. (a) From the date hereof until the Closing and, in respect of the Mexico Deferred Business and the India Deferred Business, until the Mexico Deferred Closing and the India Deferred Closing, respectively, Seller shall, and shall cause the Seller Companies to (a) afford Buyer reasonable access to and the right to inspect all of the Transferred Assets and other documents and data related to the Closing Date or the earlier termination of this AgreementBusiness; (b) furnish Buyer with such financial, the Company operating and Parent shall, other data and information related to the extent consistent Business as Buyer may reasonably request; and (c) cooperate with applicable Law (including antitrust Law)Buyer in its investigation of the Business; provided, afford the other party hereto and its Representatives reasonable access however, that any such investigation shall be conducted during normal business hours, hours upon reasonable noticeadvance notice to Seller, to its officers, employees, agents, properties under the supervision of Seller’s personnel and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to interfere in with the conduct of the business Business or any other businesses of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactSeller. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates Seller shall not be required to disclose to the other party or any agent or Representative thereof any information to Buyer if such disclosure would, in Seller’s sole discretion: (ix) if doing so could violate any Contract cause significant competitive harm to which such party or any of Seller and its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (businesses, including the Business, 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, Buyer shall not contact any suppliers to, or customers of, the Business with respect to any matter related to the Business or the Contemplated Transaction; provided, however, that Buyer shall have the right to conduct phone meetings and/or telephone conference calls with the Business’s customers and work product privilegessuppliers with the consent of Seller and so long as Seller is permitted to participate in such meetings or calls (which consent shall not be unreasonably withheld, delayed or conditioned); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if to the extent a party hereto or condition to any of its Affiliates believes in good faith that any such disclosure may result in a loss Financing Source’s provision of the ability Debt Financing is their participation in calls with the Business’s customers, such Financing Source may participate on a listen-only basis in customer phone meetings and/or telephone conference calls that are conducted by Buyer. Buyer shall have no right to successfully assert perform invasive or subsurface investigations of any Leased Real Property; provided that nothing herein shall prevent Buyer from undertaking, following the Closing, any investigations reasonably necessary for the Buyer to complete a claim of privilege, Baseline Environmental Assessment in compliance with the Company MI Part 201 Law and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeregulations.

Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement or the Effective Time, Parent shall during normal business hours and upon reasonable prior notice, (a) give to the Closing Date Company, its counsel, financial advisors, auditors and other Representatives reasonable access to the personnel, advisors, agents, offices, properties, Contracts and books and records of Parent and its Subsidiaries and (b) cause its Subsidiaries, and instruct its employees, counsel, financial advisors, auditors and other Representatives, to reasonably cooperate with the Company in such access; provided, however, that (i) the foregoing shall not require Parent or any of its Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or similar privilege or the earlier termination work product doctrine, (B) any information that in the reasonable opinion of Parent would violate any Applicable Law (provided, however, that, in the case of subclause (A) and this subclause (B), Parent shall use its reasonable best efforts to communicate the applicable information to the Company in a way that would not violate the Applicable Law or waive such privilege or work-product doctrine), (C) such documents or information that are reasonably pertinent to any litigation, suit, action or proceeding between Company and its Affiliates, on the one hand, and the Parent and its Affiliates, on the other hand, or (D) any information related to the negotiation and execution of this Agreement and the actions of Parent’s Board of Directors (or any committee thereof) with respect to the foregoing, whether prior to or after execution of this Agreement, (ii) any such access shall be provided under supervision of appropriate personnel of Parent and in such a manner as not to unreasonably interfere with the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices or operations of Parent or its Subsidiaries and (iii) any access to their books and records. In exercising its rights hereunder, each party shall (and shall cause each the properties of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto Parent and its Subsidiaries prior will be subject to Closing. From Parent’s reasonable security measures and policies and will not include the date hereof right to the Closing Datesample soil, the parties hereto acknowledge and agree that they and their Representatives shall not contact sediment, groundwater, surface water, air or building materials or conduct any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeenvironmental sampling.

Access to Information. (a) From the date hereof to until the Closing Date or the earlier termination of this AgreementDate, the Company will (a) give, and Parent shallwill cause each of the Company's Subsidiaries to give, to the extent consistent with applicable Law (including antitrust Law)Buyer, afford the its counsel, financial advisors, auditors and other party hereto and its Representatives authorized representatives reasonable access during normal business hourshours to the offices, upon reasonable noticeproperties, books and records, contracts, agreements, accountants, consultants and other personnel of the Company and its Subsidiaries, (b) permit, and will cause each of the Company's Subsidiaries to permit, Buyer and its authorized representatives to conduct the inspections set forth on Exhibit K attached hereto, (c) furnish, and will cause each of the Company's Subsidiaries to furnish, to Buyer, its officerscounsel, employeesfinancial advisors, agents, properties auditors and offices other authorized representatives such financial and operating data and other information relating to the officers, employees, agents, properties and offices Company or any of its Subsidiaries as such Persons may reasonably request including but not limited to, assessments, reports, audits, studies, and data not previously provided to their books the Buyer concerning the existence of Hazardous Materials at facilities or properties presently or formerly owned, operated, leased, or used by the Company or any present or former Subsidiary of the Company, or concerning compliance by the Company and records. In exercising its rights hereunderSubsidiaries with, each party shall or liability under, any Environmental Laws and (d) instruct the employees, counsel and shall cause each financial advisors of the Company or any of its Representatives to) conduct itself so Subsidiaries to cooperate with Buyer in their investigation of the Company or any of its Subsidiaries. All such information and access shall be subject to the Confidentiality Agreement dated as of April 11, 2002, between the Sellers and Buyer in accordance with its terms (the "Confidentiality Agreement"). Any investigation pursuant to this Section 6.3 shall be conducted in such manner as not to interfere in unreasonably with the conduct of the business of the other party hereto and Company or its Subsidiaries prior to ClosingSubsidiaries. From the date hereof Buyer's obligations pursuant to the Closing Date, Confidentiality Agreement shall survive the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents termination of the other party hereto and its Subsidiaries unless consented this Agreement pursuant to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilege.Article X.

Access to Information. (a) From the date hereof Prior to the Closing Date or Date, upon reasonable notice to the earlier termination Company (and, with respect to competitively sensitive information of this Agreement, the Company and its Subsidiaries with respect to their respective operations or business opportunities directly competitive with Parent shallor any of Parent’s Subsidiaries, upon the consent of the Company, not to the extent consistent with applicable Law (including antitrust Lawbe unreasonably withheld, delayed or conditioned), afford the other party hereto and its Representatives reasonable access during normal business hoursParent shall be entitled, upon reasonable notice, to through its officers, employeesemployees and representatives (including its legal advisors and accountants), agentsto make such investigation of the properties, properties businesses and offices operations of the Company and its Subsidiaries and such examination of the books and records of the Company and its Subsidiaries as it reasonably requests and, at Parent’s cost and expense, to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause the officers, employees, consultants, agents, properties accountants, attorneys and offices other representatives of the Company and its Subsidiaries to cooperate with Parent and Parent’s representatives in connection with such investigation and examination, and Parent and its representatives shall cooperate with the Company, its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (respective representatives and shall cause each of its Representatives to) conduct itself so as not use their reasonable efforts to interfere in minimize any disruption to the conduct businesses of the business of the other party hereto Company and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactSubsidiaries. Notwithstanding anything to the contrary set forth in this Agreementforegoing, neither party hereto the Company nor any of its Affiliates Subsidiaries shall be required to provide access to or to disclose to the other party information where such access or any agent or Representative thereof any information disclosure would (i) if doing so could violate or prejudice the rights of its customers, (ii) waive the attorney-client privilege of the institution in possession or control of such information, (iii) contravene any Contract Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to which such party the date of this Agreement in the Ordinary Course of Business or (iv) be adverse to the interests of the Company or any of its Affiliates is a party Subsidiaries in any pending or Law to which such party or any threatened litigation between the parties hereto over the terms of its Affiliates is subject or this Agreement; provided that for purposes of clauses (i), (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege and (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilegeiii) above, the Company and Parent shall use has used its commercially reasonable efforts to cooperate and explore provide the requested information in good faith whether a method could be used to permit disclosure by way that would not result in such party violation, waiver or its Representatives without waiving such privilegecontravention, as applicable.

Access to Information. After the date hereof until the Final Closing and subject to applicable Law and the Confidentiality Agreement, dated as of June 18, 2014 between the Buyer and Excel Holding (the "Confidentiality Agreement"), the Buyer and the Seller shall (a) From the date hereof to the Closing Date or the earlier termination of this Agreementgive each other and their respective counsel, the Company financial advisors, auditors and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto and its Representatives reasonable access during normal business hoursauthorized representatives, upon reasonable notice, reasonable access to its officersthe offices, employeesproperties, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunderrecords of the Buyer, each party the Seller and their respective Subsidiaries, as applicable; provided, however, that any such access shall (and shall cause each of its Representatives to) conduct itself so as be conducted during normal business hours in a manner not to interfere in with the conduct businesses or operations of the Buyer, the Seller or their respective Subsidiaries, as applicable, and, without the prior written consent of the other applicable party, none of the Buyer, nor the Seller nor any of their Affiliates will contact any employee, customer, landlord, supplier, distributor or other material business relation of the other party hereto and or its Subsidiaries (in each case, in their capacity as such) prior to Closing. From the date hereof Final Closing (other than contacts (i) in the ordinary course of business unrelated to the Closing Datetransactions contemplated hereby or (ii) by the Buyer or its Subsidiaries in connection with any Chartered Company or Vessel that is transferred to a Buyer SPV or the Buyer Borrower, as applicable, hereunder), (b) furnish to each other and their respective counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (c) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of the Buyer, the parties hereto acknowledge and agree that they Seller and their Representatives shall not contact any officersrespective Subsidiaries to cooperate with the Seller, employeesthe Buyer and their respective Subsidiaries, landlordsas applicable, tenants, licensees, franchisees, customers or agents of in the other party hereto and its Subsidiaries unless consented to by such other party matters described in clauses (such consent not to be unreasonably withheld or delayeda) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact(b) above. Notwithstanding anything to the contrary set forth in this Agreement, neither no party hereto nor any of its Affiliates shall be required to provide such access or disclose to the other party or any agent or Representative thereof any information (i) if doing so could is reasonably likely to (A) result in a waiver of attorney-client privilege, work product doctrine or similar privilege or (B) violate any Contract contract to which such party or any of its Affiliates it is a party or Law to which such party or any of its Affiliates it is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeapplicable Law.

Access to Information. (a) From and after the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, Seller shall give to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Buyer and its Representatives reasonable representatives, auditors and counsel full and continuous access during normal business hourshours to all of the properties, upon reasonable noticeoperations, books, records, tax returns, contracts, licenses, franchises and all oft he documents of Seller related to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (Assets and shall cause each of its Representatives to) conduct itself so as not furnish to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents Buyer all information with respect to any specific contactthe Assets, affairs and properties of Seller as Buyer xxx from time to time request and Seller will instruct all of its personnel to give full and complete access to and cooperation to Buyer and its representatives. Notwithstanding anything to the contrary set forth in Promptly upon execution of this Agreement, neither party hereto nor Seller shall use its best efforts to obtain all consents (including, without limiting the generality of the foregoing, consents of any of its Affiliates shall be required to disclose government or governmental agency) necessary to the assignment and transfer to Buyer to effect the sale, delivery, transfer and conveyance contemplated herein. From time to time after the Closing, at Buyer's request and without further consideration, Seller agrees to execute and deliver at Buyer's expenses such other party or instruments of conveyance and transfer and take such other actions as Buyer may reasonably require to more effectively convey, transfer to, vest in buyer, and to put Buyer in possession of any agent or Representative thereof any information (i) property to be sold, conveyed, transferred and delivered hereunder, and in the case of contracts and rights, if doing so could violate any Contract any, that have not at the Closing been transferred effectively due to which such party or any the lack of its Affiliates is a party or Law to which such party or any consent of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek third parties, endeavor to obtain any such consent required under promptly, and if any such Contract consents be unobtainable, to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate provide Buyer with the benefits thereof in some other manner. Whether or not he Closing shall occur, each of the parties hereto shall treat in confidence and explore shall not use to the detriment of the other party, all documents, materials and other information which it shall have obtained regarding such other party, whether during the course of the negotiations leading to the execution of this Agreement or thereafter, in good faith whether a method could be used the investigation of the other, and in the preparation of agreements and other documents relating to permit disclosure by the consummation of such party transactions, excepts such documents, materials or information which are otherwise available to the industry in general or the general public or which any of the parties is obligated to make available to any regulatory or judicial authority. In the event the transactions contemplated hereby are ont consummated, each of the parties hereto shall use its Representatives without waiving such privilegecommercially reasonable efforts to return to the other all originals and copies of non-public documents and materials of the type provided for in this Section which have been furnished in connection therewith.

Access to Information. (a) From the date hereof Upon reasonable notice and subject to the Closing Date or terms of the earlier termination of this Confidentiality Agreement, dated December 1, 2006, between the Company and Parent (as assignee of the rights and obligations of Xxxxxxx, Dubilier & Rice, Inc.), as amended, supplemented or modified (the “Confidentiality Agreement”), the Company shall, to the extent consistent with applicable Law (including antitrust Law)and shall cause each of its Subsidiaries to, afford the other party hereto to Parent and its Representatives reasonable access during normal business hours, upon reasonable notice, to its officers, employees, agents, properties and offices and the officers, employees, agentsaccountants, properties counsel and offices other representatives of its Subsidiaries Parent reasonable access, during normal business hours during the period prior to the Effective Time, to all their respective properties, books, contracts, commitments and to their books records (including customary management reports and records. In exercising its rights hereunderfinancial information), each party and during such period, the Company shall (and shall cause each of its Representatives Subsidiaries to) conduct itself so as not make available and known to interfere in Parent and its representatives (a) a copy of each report, schedule, registration statement and other document filed, furnished or received by it during such period pursuant to the conduct requirements of the business of federal or state securities laws or the federal Tax laws (other party hereto than routine reports, schedules, registration statements and documents) and (b) all other information concerning its Subsidiaries prior to Closing. From the date hereof business, properties and personnel as Parent may reasonably request; provided, however, that such access and information shall only be provided to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided extent that such party shall seek to obtain any consent required under any access or the provision of such Contract to permit such disclosureinformation would not violate applicable law; and provided, further, that the foregoing shall not require the Company (i) to permit any inspection, or to disclose any information, that (x) in the reasonable good faith judgment of the Company would result in the disclosure of any trade secrets of third Persons or (y) violate any of the Company’s obligations with respect to confidentiality if the a party hereto Company shall have used its reasonable efforts to obtain the consent of such third Person to such inspection or disclosure, (ii) to disclose any privileged information of the Company or any of its Affiliates believes in good faith that Subsidiaries or (iii) to permit invasive testing of any such disclosure may result in a loss of the ability Company’s or its Subsidiaries’ real property. All requests for information made pursuant to successfully assert a claim this Section 7.4 shall be directed to the Vice President — Mergers and Acquisitions of privilege, the Company or such Person as may be designated by him. In no event shall the Company be required to supply to Parent, or Parent’s officers, employees, accountants, counsel or other representatives, any information relating to indications of interest from, or discussions with, any other potential acquirors of the Company, except to the extent necessary for use in the Proxy Statement or as required under Section 6.2. In the event of a termination of this Agreement for any reason, Parent shall, in accordance with the terms of the Confidentiality Agreement, return or destroy, or cause to be returned or destroyed, all nonpublic information so obtained from the Company or any of its Subsidiaries and Parent any copies made of such documents for Parent, except to the extent that, in Parent’s reasonable judgment, retention of such information is required to assert any of its rights under this Agreement or to defend itself or Sub against any liability asserted against them, in which case such information shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by returned or destroyed promptly following the resolution of such party or its Representatives without waiving such privilegematter.

Access to Information. (a) From the date hereof Seller shall afford to the Closing Date or the earlier termination of this AgreementPurchaser and its Representatives reasonable access, the Company and Parent shallupon reasonable notice during normal business hours, to the extent consistent with applicable Law (including antitrust Lawincluding, for the avoidance of doubt, applicable Laws relating to privacy, data protection and the collection, retention, protection, transfer, use and processing of Personal Data), afford in furtherance of the other party hereto consummation of the transactions contemplated hereby and its Representatives reasonable access in accordance with the procedures established by Seller, during normal business hours, upon reasonable noticethe period prior to the Closing, to its officersthe properties, employeesbooks, agentsContracts, properties records and offices personnel of Seller and the officers, employees, agents, properties and offices of its Seller Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof primarily related to the Closing DateBusiness; provided, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officershowever, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party that: (such consent not to be unreasonably withheld or delayedi) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto Seller nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract obligation of confidentiality to which such party it or any of its Affiliates is may be subject or provide access to classified properties, books, Contracts or records in discharging their obligations pursuant to this Section 5.2(a); (ii) Seller shall make available, or cause the Seller Subsidiaries to make available, Business Employee personnel files only after the Closing Date and, with respect to any Business Employees, if and when Purchaser provides Seller with notice that the applicable Business Employee has provided Purchaser with a party release permitting transfer of those files (provided that Seller shall not make, or Law cause to which be made, available medical records, workers’ compensation records or the results of any drug testing; and provided that Purchaser shall indemnify and hold Seller and its Affiliates harmless from any Liabilities arising out of or relating to the transfer of such party personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on any property of Seller or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeAffiliates.

Access to Information. From the date of this Agreement until the Closing, SEE will, and will cause each of its Subsidiaries (including the other Sellers and the Transferred Diversey Companies) to, (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto give Buyer and its Representatives reasonable access during normal business hoursto the Transferred Diversey Books and Records (including Tax Returns and Tax work papers) and to such personnel, offices and other facilities and properties of the Transferred Diversey Companies and their Subsidiaries and to furnish such other information in respect of the operation of the Diversey Business as Buyer may reasonably request; and (b) furnish to Buyer and its Representatives such additional financial and operating data regarding the Diversey Business as Buyer or its Representatives may from time to time reasonably request for purposes of consummating the transactions contemplated hereby, reviewing the Estimated Closing Statement, and preparing to operate the Diversey Business following the Closing (provided that such requested information is already in existence or capable of being produced without undue burden in the possession of SEE); provided that all requests for access pursuant to this Section 5.2 shall be made in writing and shall be directed to and coordinated with Sxxxxx Xxxxxx of SEE or such person or persons as he may designate; provided, further, that any such access shall be conducted at a reasonable time, upon reasonable noticeadvance notice to SEE, to its officers, employees, agents, properties and offices and the officers, employees, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so in such a manner as not to interfere in unreasonably with the conduct operation of any business conducted by SEE or any of its Subsidiaries; provided, further, that any such access or information request shall not involve any invasive or intrusive sampling, testing, investigation, or similar work without reasonable justification therefor and the express written consent of SEE prior to any such sampling, testing, investigation, or work. All such information and access shall be subject to the terms and conditions of the business of the other party hereto confidentiality agreement dated December 15, 2016, between Buyer and its Subsidiaries prior to Closing. From the date hereof to the Closing DateSEE (as amended, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact“Confidentiality Agreement”). Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto SEE nor any of its Affiliates Subsidiaries (including the Transferred Diversey Companies) shall be required to disclose to the other party Buyer or any agent or Representative thereof its Representatives any information (i) to the extent related to the Sale Process or SEE’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, and financial or other information prepared in the ordinary course of the Diversey Business and not prepared for the Sale Process, (ii) if doing so could violate presents a reasonable risk of violating any Contract to which such party SEE or any of its Affiliates Subsidiaries is a party or any Law to which such party SEE or any of its Affiliates Subsidiaries is subject or (ii) which such party or any of its Affiliates SEE believes in good faith could result in a loss of the ability to successfully assert a claim of privilege Privilege (provided that SEE shall use its reasonable best efforts to provide such disclosure in a manner (including the attorney-client and work product privileges); provided in a redacted copy) that such party shall seek to obtain any consent required under any does not result in a violation of such Contract or Law or waiver of such privilege, as applicable), (iii) reasonably pertinent to permit such disclosure; provided, further, that if the a party hereto any litigation in which SEE or any of its Affiliates believes Subsidiaries, on the one hand, and Buyer or any of its Subsidiaries, on the other hand, are adverse parties, or (iv) that SEE or any of its Subsidiaries reasonably determines in good faith that is competitively sensitive. Notwithstanding the foregoing, SEE and its Subsidiaries shall not be required to provide any such disclosure may result in a loss of information as and to the ability extent it relates solely to successfully assert a claim of privilegethe Excluded Businesses, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party Excluded Assets, or its Representatives without waiving such privilegethe Retained Liabilities.

Access to Information. (a) From Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the date hereof to of this Agreement through the earlier of the Closing Date or and the earlier termination of date on which this AgreementAgreement is terminated in accordance with Article VIII, the Company shall permit, and Parent shallshall cause the Subsidiaries to permit, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Purchaser and its advisors, accountants, attorneys and authorized Representatives to have reasonable access access, during normal regular business hours, hours and upon reasonable notice, to its officersthe offices, facilities, assets, properties, certain management-level employees, agents, properties books and offices records of the Company and the officersSubsidiaries, employeeswhich access shall be virtual at the discretion of the Company, agents, properties and offices of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall furnish, or cause each of its Representatives to) conduct itself so to be furnished, to Purchaser, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, businesses and operations as Purchaser shall from time to time reasonably request. All access and investigation pursuant to this Section 6.04 shall be coordinated through Xxxx Xxxxxx and shall be conducted at Purchaser’s expense and in such a manner as not to interfere in with the conduct normal operations of the business businesses of the other party hereto Company and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contactSubsidiaries. Notwithstanding anything to the contrary set forth contained herein or otherwise, prior to the Closing, (i) all such access, and information relating thereto, shall constitute “Confidential Information” under, and be governed by, the terms and conditions of the Confidentiality Agreement, (ii) without the prior written consent of the Company, Purchaser shall not contact any employee, customer, vendor, supplier, licensor, distributor or broker of the Company or any Subsidiary solely with respect to the Company Group or the transactions contemplated herein (provided, for the avoidance of doubt, that nothing herein shall limit Purchaser or its Affiliates from (x) contacting any such party in the ordinary course of business, unrelated to the Company Group or the transactions contemplated herein and, (y) to the extent that, during such ordinary course of business communications unrelated to the Company Group or the transitions contemplated by this Agreement, neither such party hereto nor inquires about the transactions contemplated by this Agreement, disclosing to such party publicly available information on the transactions contemplated by this Agreement following any press announcements in accordance with Section 6.05), and provided that the Company shall have the right to have a representative present during any such contact in the event that it consents to such contact, and (iii) Purchaser shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of its Affiliates shall the Subsidiaries without the prior written consent of the Company (which consent may be required to disclose withheld for any reason). In addition, and notwithstanding anything contained in this Agreement to the other party contrary, the Company shall not have any obligation to provide Purchaser with any such access or any agent or Representative thereof any information which the Company concludes in good faith cannot be disclosed without (i) if doing so could violate any Contract to which such party violating applicable Law or any other obligation of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or confidentiality, (ii) which such party contravening any Contract entered into by the Company or any the Subsidiaries prior to the date of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege this Agreement, or (including iii) violating the attorney-client and work privilege or attorney work-product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosureprivilege from disclosure of the Company or the Subsidiaries; provided, furtherhowever, that if the a party hereto Company shall (x) notify Purchaser, as applicable, that such information cannot be disclosed without (i) violating applicable Law or the Company’s or any of its Affiliates believes the Subsidiaries’ obligations of confidentiality, (ii) contravening any Contract entered into by the Company or the Subsidiaries prior to the date of this Agreement, or (iii) violating the attorney-client privilege or attorney work-product privilege from disclosure of the Company or the Subsidiaries, (y) communicate to Purchaser in good faith that reasonable detail (A) the facts giving rise to such notification and (B) the subject matter of such information (to the extent it is able to do so in accordance with the foregoing proviso) and (z) use reasonable best efforts to identify and pursue a legally permissible method of providing such disclosure, including in the case where such disclosures are reasonably likely to violate the Company’s or any of the Subsidiaries’ obligations of confidentiality, using reasonable best efforts to seek a waiver of any such disclosure may result in a loss obligations of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeconfidentiality.

Access to Information. (a) From the date hereof to until the Closing Date earlier of the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company and Parent shall, shall afford to the extent consistent with applicable Law (including antitrust Law)officers, afford the employees, accountants, counsel, financial advisors and other party hereto and its Representatives representatives of Buyer reasonable access during normal business hours, upon reasonable noticeto the Company's and its Subsidiaries' properties, to books, contracts, commitments and records located at its corporate headquarters in Schaumburg, Illinois and its corporate-level officers, management employees, agentsaccountants and representatives and, properties during such period, the Company shall furnish promptly to Buyer, consistent with its legal obligations (and offices subject to existing confidentiality and similar non-disclosure obligations and the officers, employees, agents, properties and offices preservation of its Subsidiaries and to their books and records. In exercising its rights hereunder, each party shall (and shall cause each of its Representatives to) conduct itself so as not to interfere in the conduct of the business of the other party hereto and its Subsidiaries prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and agree that they and their Representatives shall not contact any officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such party, unless the such party otherwise expressly consents with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither party hereto nor any of its Affiliates shall be required to disclose to the other party or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-attorney client and work product privileges), all information concerning its business, properties and personnel as Buyer may reasonably request; provided that such party shall seek to obtain any consent required under PROVIDED, HOWEVER, the Company may restrict any such Contract access to permit such disclosure; provided, further, the extent that if (i) a Governmental Entity expressly requires the a party hereto Company or any of its Affiliates believes in good faith Subsidiaries to restrict access to any properties or information reasonably related to any such contract on the basis of applicable laws and regulations, (ii) any law, treaty, rule or regulation of any Governmental Entity applicable to the Company or any of its Subsidiaries requires the Company or any of its Subsidiaries to restrict access to any properties or information, or (iii) such access would unreasonably disrupt or interfere with the operations or business of the Company; and PROVIDED FURTHER that the Company shall use its reasonable efforts to obtain the consent or release of the parties to confidentiality and non-disclosure agreements which authorize the delivery of the confidential or non-disclosable information to Buyer. Buyer acknowledges that any such disclosure may result in a loss information received by Buyer or its representatives from or on behalf of the ability Company pursuant to successfully assert a claim this Section 4.2 shall be deemed received pursuant to, and shall be held in confidence by Buyer and its representatives to the extent required by, and in accordance with, the provisions of privilegethat certain letter agreement, dated August 3, 1999 (as amended, the "CONFIDENTIALITY AGREEMENT"), between the Company and Parent Buyer, which Confidentiality Agreement shall, notwithstanding language in such Confidentiality Agreement to the contrary, remain in full force and effect and shall be incorporated herein by reference with the same effect as if fully set forth herein; provided Buyer may use commercially reasonable efforts any such information for the purposes referred to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilegeSection 4.3(d).

Access to Information. (a) From the date hereof to the Closing Date or the earlier termination of this Agreement, each of Parent and Seller will provide the Company and Parent shall, to the extent consistent with applicable Law (including antitrust Law), afford the other party hereto Buyer and its Representatives reasonable access during normal business hoursto the properties, upon reasonable noticebooks and records and management of the Companies with respect to the transactions contemplated by this Agreement. Each of Parent and Seller agrees to furnish, or cause the Companies to its officersfurnish, employees, agents, properties the Buyer with such financial and offices operational data and other information with respect to the Business and the officers, employees, agents, properties and offices assets of its Subsidiaries and the Companies as the Buyer may from time to their books and recordstime reasonably request. In exercising its rights hereunder, each party shall (and shall cause each of Any information made available to the Buyer or its Representatives toin accordance with this Section 5.3(a) conduct itself so as not will be subject to interfere in the conduct terms of the business Confidentiality Agreement, and such information will be held by the Buyer and its Representatives in accordance with the terms of the other party hereto Confidentiality Agreement. For the seven-year period from and its Subsidiaries prior to Closing. From the date hereof to after the Closing Date, the parties hereto acknowledge subject to Section 5.4(c), Buyer will, and agree that they will cause its Affiliates to, upon reasonable notice by Seller or its Affiliates to Buyer, (i) provide to Seller and its Affiliates and their respective Representatives shall not contact reasonable access during reasonable working hours to properties, information, data, books, records, employees and auditors of the Companies with respect to matters that occurred before Closing for purposes of preparing tax returns, handling tax audits, financial reporting and compliance with laws or regulators, (ii) permit Seller and its Affiliates and their respective Representatives to make such copies and inspections of any such information, data, books, and records as any of them may reasonably request during reasonable hours to the extent reasonably required by Seller, and at Seller’s expense, (iii) make reasonably available to Seller and its Affiliates and their respective Representatives, the officers, employees, landlords, tenants, licensees, franchisees, customers or agents of the employees and other party hereto and its Subsidiaries unless consented to by such other party (such consent not to be unreasonably withheld or delayed) and that any contact hereunder shall be arranged and supervised by Representatives of the such partyCompanies and to provide reasonable assistance and cooperation in the review of information described in this Section 5.3(a), unless and (iv) cooperate with Seller and its respective Affiliate and its respective Representatives to the such party otherwise expressly consents extent reasonably necessary or appropriate in connection with any Proceeding arising out of the Business, in each case other than with respect to any specific contact. Notwithstanding anything to Proceeding involving disputes (y) between Buyer or any other Indemnified Party, on the contrary set forth in this Agreementone hand, neither party hereto nor any of its Affiliates shall be required to disclose to and Seller or Parent, on the other party hand or (z) for which Buyer or any agent or Representative thereof any information (i) if doing so could violate any Contract to which such party or any of its Affiliates is a party or Law to which such party or any of its Affiliates is subject or (ii) which such party or any of its Affiliates believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client and work product privileges); provided that such party shall seek to obtain any consent required under any such Contract to permit such disclosure; provided, further, that if the a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the ability to successfully assert a claim of privilege, the Company and Parent shall use commercially reasonable efforts to cooperate and explore in good faith whether a method could be used to permit disclosure by such party or its Representatives without waiving such privilege.other Indemnified Party seeks indemnification hereunder. 37