Common use of Access to Information Clause in Contracts

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictionsThe Company shall, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause each of its Subsidiaries to) , afford Parent’s officers and Parent’s other authorized the Representatives of Parent reasonable access, access during normal business hours, hours to its and its Subsidiaries’ properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic means). The foregoing Tax records and information to the extent reasonably necessary to confirm disclosures in the Proxy Statement) and personnel, and shall not require 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 Company’s and its Subsidiaries’ business, properties and personnel as Parent may reasonably request; provided, however, that (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure shall not unreasonably interfere with the business or other similar agreement in effect as operations of the date hereofCompany and its Subsidiaries, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice not be obligated to provide such access or information if the Company determines, in its reasonable judgment, that doing so would violate applicable Law or a Contract or obligation of confidentiality owing to a third party, jeopardize the protection of the attorney-client 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 instances the Company shall inform Parent of the fact that it is withholding general nature of the access or information being withheld and, upon Parent’s request, reasonably cooperate with Parent to provide such access or information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive result in any of the applicable privilege or protection and (ii) outcomes described in the case of foregoing clause (ab), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), ) and (c) the Company will be permitted to provide redact any information or documentation provided to the extent that such information or documentation includes competitively or commercially sensitive information; provided, further, that the Company may restrict the foregoing access to those Persons who have entered into or otherwise make available are bound by a confidentiality agreement with it or furnish any who are Representatives of Parent that are permitted to have access to such information if in accordance with the terms of the Confidentiality Agreement, and to the extent that required by applicable Law or Contract to which the provision Company or its respective Subsidiaries is a party. In conducting any inspection of such information would reasonably be expected to, in the judgment any properties of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrarySubsidiaries, Parent and Merger Sub its Representatives shall provide not (i) unreasonably interfere with the Company with business conducted at least 24 hours prior notice before Parentsuch property or (ii) damage any property or any portion thereof. Prior to the Effective Time, Merger Sub Parent and its Representatives shall not have the right to conduct environmental testing or their respective Representatives acting on their behalf contacts sampling at any customer, partner, vendor, supplier of the facilities or employee properties of the Company or any of its Subsidiaries 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 connection full force and effect in accordance with its terms. Nothing in this Section 6.4 shall require the Merger Company to permit the inspection of, or to disclose, any Acquisition Proposals (except as required by Section 6.3) or any information regarding or related to the deliberations of the other Board of Directors of the Company with respect to the transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in entry into the Agreement or any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition materials provided to the foregoing, at least one business member Board of the senior management team Directors of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementconnection therewith.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to until the Effective Time or the earlier termination of this AgreementClosing Date, upon reasonable noticeprior notice (or, with respect to access to employees, as may otherwise be agreed to by the Company shall (parties), Parent shall, and shall cause its each of the Sellers, the Companies and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford Parent’s officers the Acquiror and Parent’s other authorized the Representatives of the Acquiror timely and reasonable access, during normal business hours, to its the offices, properties, books, Contractsdata, personnelfiles, Tax Returns information, records and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as employees of the date hereofParent, the Sellers and their respective Affiliates in respect of the Companies, the Transferred Subsidiaries and the Business, (bii) furnish to provide access the Representatives of the Acquiror such additional financial data, investment activity reports and other information regarding the Companies, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to or otherwise make available or furnish any information if time reasonably request, and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the Acquiror’s preparation to integrate the Companies, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require the provision Parent, any of the Sellers, any of the Companies or any of the Transferred Subsidiaries, or any of such Person’s respective Representatives, to disclose any information would in to the good faith judgment Acquiror or the Representatives of the Company based on advice Acquiror or take any action that would cause a violation of outside counsel jeopardize any attorney-clientContract to which the disclosing party or any of its Affiliates is a party, work product or other would cause a risk of loss of legal privilege to the party disclosing such data or protection (it being agreed thatinformation or any of its Affiliates, (i) in or 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 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 clauses (a) and (b)applicable Law or obligations to customers; provided, further, that 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 Company shall give notice to Parent auditors and independent accountants of the fact that it is withholding 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 information 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 documents independent accountants. The Parent shall, and thereafter shall cause the Company Sellers, the Companies and Parent shall use the Transferred Subsidiaries to, promptly provide any consent requested by their respective reasonable best efforts 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 cause such 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 a manner cash, promptly for any reasonable and necessary third party 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 would not reasonably may be expected incurred by any of them arising out of or related to violate such restriction the Acquiror’s use, storage or waive handling of (A) any personally identifiable information relating to Employees, Brokers, policyholders or customers of any of the applicable privilege Companies or protection any of the Transferred Subsidiaries and (iiB) in the case of clause any other information that is protected by applicable Law (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (cincluding privacy Laws) to provide access to or otherwise make available or furnish any information if Contract and to which the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company Acquiror or any of its Subsidiaries in connection with Affiliates or Representatives is afforded access pursuant to the Merger or any terms of the other transactions contemplated by this Agreement, solely to the extent any such Losses are the result of the Acquiror’s actions or omissions. From the date hereof until the Closing Date, Parent shall, and shall provide cause each of the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed Sellers, the Persons designated by Companies and the Company. Subject to Applicable Law and applicable contractual restrictionsTransferred Subsidiaries to, in addition deliver to the foregoing, at least one business member Acquiror monthly financial reports and quarterly financial statements prepared in the Ordinary Course of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided Business by or on behalf of the Company Companies or its the Transferred Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with promptly following the Confidentiality Agreementpreparation of such reports or financial statements.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to of this Agreement until the earlier of the Effective Time or and the earlier termination of this AgreementAgreement in accordance with its terms, each of Parent and the Company shall keep the Investor reasonably informed of any material development of the proposed Distribution (including the status thereof) and, upon reasonable notice, each of Parent and the Company shall (and each shall cause its respective Subsidiaries to) afford Parent’s officers to the Investor and Parent’s other authorized Representatives its officers, accountants, counsel, and financial advisors reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) the books and records principally relating to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, China Business and (b) to provide the senior management employees of the Company; provided, however, that Parent or the Company may restrict the foregoing access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law Laws or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Material Contract requires Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its their respective Subsidiaries in connection with the Merger to restrict or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity prohibit access to participate in any such discussionsproperties or information or (ii) disclosure of such information would violate confidentiality obligations to a third party (who is not an outside advisor of Parent and/or the Company). All requests for The Investor will hold any such information made obtained pursuant to this Section 6.05 shall 5.8 in confidence in accordance with, and will otherwise be directed subject to, the Persons designated by provisions of the CompanyConfidentiality Agreement dated February 4, 2016 between Parent and Primavera Capital Limited (as it may be amended or supplemented, the “Confidentiality Agreement”). Subject to Applicable Law and applicable contractual restrictions, Notwithstanding anything in addition the Confidentiality Agreement or this Agreement to the foregoingcontrary, at least one business member following the Closing, (x) any disclosure of information (other than any information relating to the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss Subsidiaries (excluding, for the operations avoidance of doubt, the Company and its Subsidiaries. All such information provided )) that is not prohibited by Section 3.2 of the Shareholders Agreement shall not be deemed to be a breach of this Section 5.8 or behalf the Confidentiality Agreement, (y) any action that is not prohibited by Section 2.2 of the Shareholders Agreement shall not be deemed to be a breach of the standstill obligations of the Investor solely in respect of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential set forth in accordance with the seventh paragraph of the Confidentiality Agreement, and (z) except as provided in (x) and (y), nothing in this Section 5.8 shall be construed to limit or otherwise modify the provisions or term of the Confidentiality Agreement, which shall survive any termination of this Agreement. Any investigation by the Investor shall not affect the representations and warranties contained herein or the conditions to the respective obligations of the Parties to consummate the Investment.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to until the earlier of the Effective Time or and the earlier termination of this Agreement in accordance with its terms, and subject to Applicable Law, Data Privacy and Security Requirements, the terms of the Confidentiality Agreement, dated as of October 2, 2023, between the Company and Parent, as amended on the date hereof (the “Confidentiality Agreement”), the terms of the Clean Team Confidentiality Agreement, dated as of December 11, 2023, between the Company and Parent (the “Clean Team Agreement”), the Common Interest Agreement, dated as of December 21, 2023, between the Company and Parent (the “Common Interest Agreement”), and the Data Transfer Agreement, dated as of December 20, 2023, between the Company and Parent (the “Data Transfer Agreement”), upon reasonable advance notice, the Company shall (and shall cause its Subsidiaries to) afford shall, at Parent’s officers sole cost and expense (with respect to the Company’s reasonable, documented, out-of-pocket costs and expenses incurred in connection herewith): (a) give Parent’s , its counsel, financial advisors, auditors and other authorized Representatives reasonable access, access during normal business hourshours of the Company to the offices, to its properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic means). The foregoing shall not require of the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, and its Subsidiaries; (b) furnish to provide access to or otherwise make available or furnish any Parent, its counsel, financial advisors, auditors and other authorized Representatives such financial and operating data, personnel records, human resources data and other information if as Parent may reasonably request; and to (c) cause the extent that the provision of such information would in the good faith judgment employees, and direct counsel, financial advisors, auditors and other authorized Representatives of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice its Subsidiaries to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation cooperate with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations investigation of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries Any investigation pursuant to this Section 6.05 6.02 shall be kept confidential conducted in accordance such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries, shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform any “invasive” testing or inspection. No investigation pursuant to this Section 6.02 shall cure any breach of, or non-compliance with, any other provision of this Agreement or limit the remedies available to any party. Notwithstanding the foregoing provisions of this Section 6.02, and without limiting Section 6.03, nothing in this Section 6.02 shall require the Company to grant access to, or to disclose or make available, any documents or information to Parent or any other Person if such access or disclosure would (w) relate to an Acquisition Proposal, an Adverse Recommendation Change, a Superior Proposal or an Intervening Event (except to the extent required pursuant to Section 6.03), (x) jeopardize any attorney-client privilege, work-product doctrine or other applicable legal privilege (so long as the Company has reasonably cooperated with Parent to permit access to or disclosure of such information on a basis that does not waive such privilege or protection with respect thereto), (y) contravene or result in a violation, default or breach of any Applicable Law or (z) such access or disclosure would result in the disclosure of any trade secret to a third party. Information disclosed pursuant to this Section 6.02 may be disclosed subject to execution of a joint defense agreement in customary form, and disclosure may be limited to external counsel for Parent to the extent the Company determines doing so may be reasonably required for the purpose of complying with Applicable Law. With respect to the information disclosed pursuant to this Section 6.02, Parent shall comply with, and shall instruct Parent’s Representatives to comply with, all of its obligations under the Confidentiality Agreement, the Clean Team Agreement, the Common Interest Agreement and the Data Transfer Agreement.

Access to Information. Subject The Company shall, and shall cause each of its Subsidiaries to, afford to Applicable Law Parent and applicable contractual restrictionsits officers, from directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (collectively, the date hereof “Representatives”), during the period prior to the earlier of the Effective Time or and the earlier termination of this Agreement pursuant to the terms of Section 7.1 of this Agreement, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, 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 reasonably promptly to the Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the Parent; provided, that any such access pursuant to this Section 5.2 shall be coordinated through one of the individuals listed on Schedule 5.2 of the Company Disclosure Letter. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall (and shall not be required to, or to cause any of its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide grant access to or otherwise make available or furnish information to Parent or any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the provision furnishing of such information would in is prohibited by law or an existing contract or agreement. Notwithstanding the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-clientforegoing, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide have access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in connection with the Merger Company’s good faith opinion the disclosure of which could subject the Company or any of the other transactions contemplated by this Agreementits Subsidiaries to risk of liability. Parent agrees that it will not, and shall provide the Company with an opportunity to participate in will cause its Representatives not to, use any such discussions. All requests for information made obtained pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition 5.2 for any purpose unrelated to the foregoing, at least one business member consummation of the senior management team Transactions. The Confidentiality Agreement dated as of June 1, 2007 between an Affiliate of Parent and the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss (the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the “Confidentiality Agreement”) shall survive the execution and delivery of this Agreement and, subject to Section 7.2, shall apply to all information furnished thereunder or hereunder.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from After the date hereof to until the Effective Time or and subject to applicable Law and the earlier termination Confidentiality Agreement, dated as of this February 3, 2014, among Parent, Oceanbulk Shipping and Oceanbulk Carriers (the “Confidentiality Agreement”), the Oceanbulk Holdcos and Parent shall (i) give each other and their respective counsel, financial advisors, auditors and other authorized representatives, upon reasonable notice, reasonable access to the Company offices, properties, books and records of Parent, its Subsidiaries, Merger Subs and the Oceanbulk Companies, as applicable; provided, however, that any such access shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, be conducted during normal business hourshours in a manner not to interfere with the businesses or operations of the Oceanbulk Companies or Parent, as applicable, and without the prior written consent of the other applicable party, none of Parent, the Sellers, the Oceanbulk Holdcos nor any of their Affiliates will contact any employee, customer, landlord, supplier, distributor or other material business relation of the other party or its Subsidiaries (in each case, in their capacity as such) prior to the Effective Time (other than contacts in the ordinary course of business unrelated to the Transactions), (ii) 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 (iii) instruct the employees, counsel, financial advisors, auditors and other authorized representatives of Parent, its Subsidiaries, Merger Subs, the Oceanbulk Holdcos and the Oceanbulk Companies, as applicable, to its properties, books, Contracts, personnel, Tax Returns cooperate with Parent and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would Oceanbulk Holdcos in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, matters described in clauses (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) above. Notwithstanding anything to the contrary in the case of clause (a)this Agreement, the Company no party shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) be required to provide such access to or otherwise make available or furnish disclose any information if and doing so is reasonably likely to the extent that the provision (A) result in a waiver of such information would reasonably be expected toattorney-client privilege, in the judgment of the Company based on advice of outside counsel, work product doctrine or similar privilege or (B) violate any Applicable Law Contract to which it is a party to which it is subject or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementLaw.

Access to Information. Subject (a) Upon reasonable notice and subject to Applicable Law and applicable contractual restrictions, from the date hereof laws relating to the Effective Time or the earlier termination exchange of this Agreementinformation, upon reasonable noticeeach party shall, the Company shall (and shall cause each of its Subsidiaries to) , afford Parent’s officers to the officers, employees, accountants, counsel and Parent’s other authorized Representatives representatives of the other party, reasonable access, during normal business hourshours during the period prior to the Effective Time, to all its properties, books, Contractscontracts, personnelcommitments, Tax Returns records, officers, employees, accountants, counsel and records other representatives and, during such period, it shall, and shall cause its Subsid- iaries to, make available to the other party all information concerning its business, properties and personnel as the other party may reasonably request; provided, that nothing herein shall require Newcourt or any of the Newcourt Subsidiaries to disclose any information to CIT that would cause significant competitive harm to Newcourt or its affiliates if the transactions contemplated by this Agreement are not consummated (including via remote or electronic meansthe "Restricted Information"). The foregoing ; provided further, however, that each of the individuals listed in Section 7.2 of the Newcourt Disclosure Schedule shall not require be permitted access to the Company Restricted Information of Newcourt if, but only if, such individual has executed and delivered to Newcourt an agreement (a) to be bound by the Confidentiality Agreement and (b) not to disclose to any other person the Restricted Information. CIT shall cause each such individual to comply strictly with the terms of such agreement to which such individual is a party and CIT shall be responsible for any failure by any such individual to comply with the terms of such agreement. Neither party nor any of its Subsidiaries shall be required to provide access to or otherwise make available or furnish any books, Contracts or records if to disclose information where such access or disclosure would violate a confidentialitythe rights of its customers, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal client privilege or protection (it being agreed thatcontravene any law, (i) in rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the case date of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall this Agreement. The parties hereto will use their respective reasonable best efforts to cause such information (x) mitigate any restrictions pursuant to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection preceding sentence and (iiy) make appropriate substitute disclosure arrangements under circumstances in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit which such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably restrictions cannot be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementso mitigated.

Access to Information. (a) Subject to Applicable Law the terms of the Confidentiality Agreement, this Agreement and applicable contractual restrictionsLaws, during the period from the date hereof to the Effective Time or of this Agreement through the earlier termination of the Closing Date and the date on which this AgreementAgreement is terminated in accordance with Article VII, the IASIS Parties shall permit the MPT Parties and their advisors, lenders, accountants, attorneys and authorized representatives to have reasonable access, during regular business hours and upon reasonable notice, to the Company shall (offices, facilities, assets, properties, certain management-level employees, books and records of the IASIS Parties, and shall furnish, or cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hoursto be furnished, to its the MPT Parties, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, booksemployees, Contractsbusinesses and operations as the MPT Parties shall from time to time reasonably request. All access and investigation pursuant to this Section 5.1 shall be coordinated through IASIS’s Chief Financial Officer and shall be conducted at the MPT Parties’ expense and in such a manner as not to interfere with the normal operations of the businesses of IASIS and the Sellers. Notwithstanding anything to the contrary contained herein or otherwise, personnel, Tax Returns and records (including via remote or electronic means). The foregoing neither IASIS nor any of the Sellers shall not require the Company (a) be required to provide access to or otherwise make available or furnish any books, Contracts or records if to disclose information where such access or disclosure would violate a confidentialityor prejudice the rights of its customers, jeopardize the attorney-client privilege or other immunity or contravene any Law or any binding agreement entered into prior to the date of this Agreement; provided, however, that 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 other similar agreement in effect as of the date hereofdisclosure, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-clientpossible, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable consistent with privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to other immunity or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 MeasuresContract. Notwithstanding anything herein to the contrarycontrary contained herein or otherwise, Parent and Merger Sub prior to the Closing, without the prior written consent of the IASIS Parties, the MPT Parties shall provide the Company with at least 24 hours prior notice before Parentnot contact any vendor, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier physician or employee other healthcare provider of the Company or any of its Subsidiaries in connection with IASIS Parties without the Merger or any written consent of the IASIS Parties, other than any such contact not involving the transactions contemplated by this AgreementAgreement and the other Transaction Documents, and provided that IASIS shall provide have the Company with an opportunity right to participate in have a representative present during any such discussions. All requests for information made pursuant contact in the event that its consent is required and it consents to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementcontact.

Access to Information. Subject (a) Upon reasonable notice to Applicable Law Lafite, Lafite and applicable contractual restrictionsits Subsidiaries shall, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries their respective officers, directors, employees and other Representatives to) , afford ParentTempranillo’s officers and Parent’s other authorized Representatives reasonable accessaccess as requested by Tempranillo, during normal business hourshours throughout the Pre-Closing Period, to its their respective Representatives, officers, employees, properties, assets, facilities, books, Contracts, personnelPermits, Tax Returns and records (including via remote Tax Returns), reports, correspondence and any other documents and information of Lafite and its Subsidiaries (whether in physical or electronic means). The form) and shall furnish Tempranillo all financial, operating and other data and information, in each case, as Tempranillo through its officers, employees or other Representatives, may reasonably request; provided however, that notwithstanding the foregoing or anything to the contrary set forth in this Agreement, Lafite and its Subsidiaries shall not require the Company (a) be required to provide access to create any financial, operating or otherwise make available other data and information, or furnish any booksbusiness plans, Contracts or records if such access would violate a confidentialityforecasts, non-disclosure projections or other similar agreement analyses, that Lafite does not prepare in effect as the ordinary course of its business outside the date hereofcontext of this Agreement and the Transactions. Notwithstanding the foregoing, (b) neither Lafite nor any of its Subsidiaries shall be required to provide access to or otherwise make available or furnish disclose any information if and to Tempranillo to the extent that the provision of such information would Lafite determines, in the its good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-clientjudgment, work product or other legal privilege or protection (it being agreed that, such disclosure (i) would jeopardize the attorney-client privilege or work product protection, (ii) would reasonably be expected to result in the case a loss of clauses Trade Secret protection, or (aiii) and (b), would contravene or violate any Applicable Law; provided that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent Lafite shall use their respective its reasonable best efforts (A) to cause allow for such information to be provided access or disclosure in a manner that would does not reasonably be expected to violate such restriction or waive the applicable result in a loss of attorney-client privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (cB) to provide access develop an alternative to or otherwise make available or furnish any information if and to the extent that the provision of providing such information would so as to address such matters that is reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health acceptable to Tempranillo and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 MeasuresLafite. Notwithstanding anything herein With respect to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company all information provided to Tempranillo or any of its Subsidiaries Representatives by Lafite or any of its Representatives in connection with this Agreement and the Merger or any consummation of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in Transactions (including any such discussions. All requests for information made disclosed pursuant to this Section 6.05 6.05) Tempranillo shall be directed the Persons designated by the Company. Subject comply with and shall instruct its Representatives to Applicable Law and applicable contractual restrictionscomply with, in addition to the foregoing, at least one business member all of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with obligations under the Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof (a) Prior to the Effective Time or the earlier termination of this AgreementClosing Date, upon reasonable notice, notice to the Company (and, with respect to sensitive information of the Company, its Subsidiaries and the Affiliated Medical Practices with respect to their respective operations or business opportunities directly competitive with Parent or any of Parent’s Subsidiaries, upon the consent of the Company, not to be unreasonably withheld), Parent shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Company, its Subsidiaries and the Affiliated Medical Practices and such examination of the books and records of the Company, its Subsidiaries and the Affiliated Medical Practices 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, accountants, attorneys and other representatives of the Company, its Subsidiaries to) afford Parent’s officers and the Affiliated Medical Practices to cooperate with Parent and Parent’s other authorized Representatives representatives in connection with such investigation and examination, and Parent and its representatives shall cooperate with the Company, its Subsidiaries and the Affiliated Medical Practices and their respective representatives and shall use their reasonable accessefforts to minimize any disruption to the businesses of the Company, during normal business hoursits Subsidiaries and the Affiliated Medical Practices. Notwithstanding the foregoing, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require neither the Company (a) nor any of its Subsidiaries or the Affiliated Medical Practices shall be required to provide access to or otherwise make available or furnish any books, Contracts or records if to disclose information where such access or disclosure would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) 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 Law, rule, regulation, order, judgment, decree, fiduciary duty or binding agreement entered into prior to the date of this Agreement in the case Ordinary Course of Business or (iv) be adverse to the interests of the Company, any of its Subsidiaries or any of the Affiliated Medical Practices in any pending or threatened litigation between the parties hereto over the terms of this Agreement; provided that for purposes of clauses (ai), (ii) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (iiiii) in the case of clause (a)above, the Company shall use has used its commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parentrequested information in a way that would not result in such violation, Merger Sub waiver or their respective Representatives acting on their behalf contacts any customercontravention, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementas applicable.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) Between the date hereof to the Effective Time or the earlier termination of this AgreementAgreement and the Closing Date, Seller will, during ordinary business hours and upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the Company shall Purchased Assets to which Buyer is not denied access by Law and to which Seller has the right to grant access without the consent of any other Person (and shall cause its Subsidiaries toin the case where consent of another Person is required, only on such terms and conditions as may be imposed by such other Person); (ii) afford Parentpermit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Purchased Assets as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document primarily relating to the Purchased Assets filed by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Purchased Assets, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s officers and Parent’s Representatives while present on any of the Purchased Assets or other authorized Representatives reasonable access, during normal business hours, premises to its properties, books, Contracts, personnel, Tax Returns and records which Buyer is granted access hereunder (including via remote or electronic meansrestoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation). The foregoing shall , (C) Seller will not require the Company (a) be required to provide access to or otherwise make available or furnish take any books, Contracts or records if such access action which would violate constitute a confidentiality, non-disclosure or other similar agreement in effect as waiver of the date hereofattorney-client privilege, and (bD) to provide access to or otherwise make available or furnish Seller need not supply Buyer with any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product which Seller is under a contractual or other legal privilege obligation not to supply; provided, however, if Seller relies upon clauses (C) or protection (it being agreed thatD) as a basis for withholding information from disclosure to Buyer, (i) in to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case of clauses (a) and (b)may be, that the Company shall give notice to Parent Seller will provide Buyer with a description of the fact that it is information withheld and the basis for withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall will otherwise use commercially reasonable efforts to obtain any consents a waiver of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if obligation and to the extent that the provision of such waiver is not obtained, take other commercially reasonable efforts to otherwise provide such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measuresa summary thereof to Buyer. Notwithstanding anything herein in this Section 7.2 to the contrary, Parent and Merger Sub prior to the Closing Date, Buyer shall provide not have the Company with at least 24 hours prior notice before Parentright to perform or conduct any environmental investigation, Merger Sub sampling or their respective Representatives acting on their behalf contacts any customertesting at, partnerin, vendoron, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or underneath any of the other transactions contemplated by this AgreementPurchased Assets, including, but not limited to, any visual inspections and shall provide site visits commonly included in the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member scope of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement“Phase 1” level environmental inspections.

Access to Information. Subject to Applicable Law and applicable contractual restrictionsLaws, from the date hereof to the Effective Time or the earlier termination of this AgreementAgreement until the Closing, upon reasonable noticeSeller will, the Company shall (and shall will cause its Subsidiaries to) afford Parent’s officers , give Buyer and Parent’s other authorized its Representatives reasonable accessaccess to (i) all of the Acquired FH Assets and FH Assets and assets of the Transferred FH Companies and their Closing Subsidiaries, during normal business hoursReal Property, the Transferred FH Books and Records and to its properties, books, Contracts, such personnel, Tax Returns offices and records 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 advance notice to Seller, and in such a manner as not to interfere unreasonably with the 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 confidentiality agreement dated May 8, 2017 between Buyer and Seller (including via remote or electronic meansthe “Confidentiality Agreement”). The foregoing Notwithstanding the foregoing, Seller and its Subsidiaries shall not require the Company (a) be required to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect information (i) as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that it relates to the provision Excluded Businesses, the Excluded Assets or the Retained Liabilities, (ii) if the Seller or any of such information would its Subsidiaries believes in the good faith judgment of the Company that doing so presents a significant risk, based on advice of outside counsel jeopardize of resulting in a loss of the ability to successfully assert a claim of Privilege or (iii) if Seller or any attorney-clientof its Subsidiaries, work product on the one hand, and Buyer or any of its Subsidiaries, on the other legal privilege or protection hand, are adverse parties in a litigation (it being agreed other than a litigation with respect to this Agreement) and such information is reasonably pertinent thereto; provided, further, that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)ii) above, the Company parties hereto shall use commercially reasonable efforts reasonably cooperate in seeking to obtain any consents of Third Parties that are necessary find a way to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision allow disclosure of such information would reasonably be expected to, without resulting in the judgment a loss of the Company based on advice ability to successfully assert a claim of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementPrivilege.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) Between the date hereof to of this Agreement and the Effective Time or the earlier termination of this Agreement, upon reasonable noticeTime, the Company shall (will during ordinary business hours and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives upon reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed thatadvance notice, (i) in give the case Parent and the Parent's authorized representatives all access the Parent shall reasonably request to all of clauses its books, records (aincluding, without limitation, the workpapers of the Company's outside accountants), contracts, commitments, plants, offices and other facilities and properties, and its personnel, representatives, accountants and agents; provided, however, that all such access shall take place after appropriate prior consultation with the officers of the Company, (ii) permit the Parent to make such inspections thereof as it may reasonably request (including, without limitation, observing the Company's physical inventory of its assets), (iii) cause its officers and advisors to furnish to the Parent its financial and operating data and such other existing information with respect to its business, properties, assets, liabilities and personnel (including, without limitation, title insurance reports, real property surveys and environmental reports, if any), as the Parent may from time to time reasonably request, (iv) take such actions as the Parent reasonably deems appropriate to verify the existence and condition of equipment leased by the Company to its customers, and (b)v) permit the Parent's accountants to conduct such confirmation and testing procedures with respect to the Company's receivables as the Parent reasonably deems appropriate; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company, (B) the Company shall give notice not be required to Parent take any action which would constitute a waiver of the fact that attorney-client privilege, (C) the Company need not supply the Parent with any information which it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts under a legal obligation not to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection supply, and (iiD) in until such time as the case Parent and/or its affiliates are the beneficial owners of clause (a)a majority of the outstanding Shares, any such activities by the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and Parent prior to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined purchase by the Company in consultation with Parent in good faith, jeopardize the health and safety Purchaser of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein Shares pursuant to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 Offer shall be directed for the Persons designated by purposes of verifying the Company. Subject to Applicable Law accuracy of representations and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations warranties of the Company and its Subsidiaries. All such information provided the compliance by or behalf of the Company or with its Subsidiaries pursuant to covenants contained in this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to the Effective Time 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 Company 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 to) afford Parent’s officers prior to Closing. From the date hereof to the Closing Date, the parties hereto acknowledge and Parent’s other authorized agree that they and their Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to contact any officers, employees, landlords, tenants, licensees, franchisees, customers or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as agents of the date hereofother 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, (b) unless the such party otherwise expressly consents with respect to provide access 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 otherwise make available any agent or furnish Representative thereof any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (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 case ability to successfully assert a claim of clauses privilege (a) including the attorney-client and (bwork 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 Company shall give notice to Parent a party hereto or any of its Affiliates believes in good faith that any such disclosure may result in a loss of the fact that it is withholding such information or documents and thereafter ability to successfully assert a claim of privilege, the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary cooperate and explore in good faith whether a method could be used to permit disclosure by such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent party or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All Representatives without waiving such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementprivilege.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to until the Effective Time or the earlier termination of this AgreementClosing Date, upon reasonable notice, the Company shall (shall, and shall cause its Subsidiaries toeach Subsidiary (and to the extent it has the power to do so, each Joint Venture) and each of their respective officers, directors, employees, agents, representatives, accountants and counsel, to (i) afford Parentthe Purchaser and its 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 officers and Parent’s other authorized Representatives reasonable accessexpense, during normal business hours, under the supervision of the Seller’s personnel and in such a manner as not to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means)unreasonably interfere with the normal operations of the Business. The foregoing 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 information regarding the Business shall be directed solely to the Chief Financial Officer of the Company, and the Purchaser shall not require direct any such notice to any other officer, director, employee, agent, representative, accountant or counsel of the Company (a) Company, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. Notwithstanding anything to provide access the contrary in this Agreement, the Seller shall not be required to or otherwise make available or furnish disclose any books, Contracts or records information to the Purchaser if such access would violate a confidentialitydisclosure would, non-disclosure or other similar agreement in effect as of the date hereofSeller’s sole discretion, (bi) to provide access to or otherwise make available or furnish any information if and cause significant competitive harm to the extent that Business if the provision of such information would in the good faith judgment of the Company based on advice of outside counsel transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client, work product client or other legal privilege or protection (it being agreed thatiii) contravene any applicable Laws, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information fiduciary duty or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and binding agreement entered into prior to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementdate hereof.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof (i) Prior to the Effective Time or Closing, subject to the earlier termination of this restrictions set forth in the Confidentiality Agreement, upon reasonable noticeand to the extent permitted by applicable Law, the Company shall (permit Buyer and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives representatives after the date of execution of this Agreement to have reasonable access, during normal regular business hours, to the properties, books and records in its possession or control relating to the Company as Buyer may reasonably request; provided, that Buyer shall not be entitled to any such access to any Owned Real Property for the purposes of conducting any environmental audit or assessment without the prior written consent of the 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, Contractsrecords, personneldata, Tax Returns documents and records (including via remote or electronic means). The foregoing shall not require other information relating to the Company (a) and Sellers provided to provide access Buyer or its Affiliates or any of their respective advisers or employees pursuant to or otherwise make available or furnish this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Sellers nor the Company shall be required to disclose any books, Contracts or records information to Buyer if such access would violate a confidentialitydisclosure would, non-disclosure or other similar agreement in effect as of Sellers’ sole discretion (A) cause significant competitive harm to Sellers, the date hereofCompany and their respective businesses if the transactions contemplated by this Agreement are not consummated, (bB) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product client or other legal privilege or protection (it being agreed thatC) contravene any applicable Law, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information fiduciary duty or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and binding agreement entered into prior to the extent that the provision date of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to of this Agreement until the Effective Time or the earlier termination of this AgreementTime, upon reasonable notice, the Company shall (advanced notice and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, the Company shall and shall cause each other Acquired Company to (i) give Parent and its Representatives reasonable access to the offices, properties, books, Contracts, personnel, Tax Returns books and records of the Acquired Companies, (including via remote or electronic means). The foregoing shall not require ii) furnish to Parent and its 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, counsel and financial advisors of the Acquired Companies to cooperate with Parent in its investigation of the Acquired Companies; provided, however, that the Company may restrict or otherwise prohibit access to any documents or information to the extent that (a) any Applicable Law requires the Company to provide restrict or otherwise prohibit access to such documents or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereofinformation, (b) to provide access to such documents or otherwise make available or furnish any information if and to the extent that the provision of such information would would, in the Company’s good faith judgment opinion after consultation with outside legal counsel, result in the loss of the Company based on advice of outside counsel jeopardize any attorney-clientclient privilege, work product doctrine or other applicable legal privilege applicable to such documents or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and a Contract to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of which the Company or any of its Subsidiaries in connection with is a party or otherwise bound would violate or cause a default under, or give a third party the Merger right terminate or accelerate the rights under, such Contract. In the event that any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries does not provide access or information in reliance on the preceding sentence, 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 apply to any information obtained by Parent or any of its 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 6.05 6.04 shall be kept confidential conducted in accordance such manner as not to interfere unreasonably with the Confidentiality Agreementconduct of the business of the Acquired Companies and any access to the property 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 property. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Acquired Companies relating to individual performance or evaluation records, medical histories or other information which in the Company’s good-faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability.

Access to Information. Subject From the date hereof until the Effective Time and subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Confidentiality Agreement, upon reasonable notice, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives representatives reasonable accessaccess (during regular business hours upon reasonable notice) to the offices, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-clientand its Subsidiaries, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)furnish to Parent, the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside its counsel, violate any Applicable Law or financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (diii) as determined by the Company in consultation instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations investigation of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries Any investigation pursuant to this Section 6.05 shall be kept confidential conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the foregoing, the Company shall not be required to (A) furnish, or provide any access to, any information to any Person not a party to, or otherwise covered by, the Confidentiality Agreement or a similar agreement with the Company with respect to such information or (B) provide access to or furnish any information if doing so would violate any Contract, or where such access to information would involve the waiver or loss of an attorney-client or work product privilege so long as the Company has reasonably cooperated with Parent to permit such inspection of, or to disclose such, information on a basis that does not violate such Contract or compromise or waive such privilege with respect thereto; provided, however, that such access and information shall be disclosed or granted, as applicable, to external counsel for Parent to the extent reasonably required for the purpose of complying with applicable Antitrust Laws. With respect to any information disclosed pursuant to this Section 6.04, Parent and Merger Subsidiary shall comply with, and shall instruct their respective Representatives to comply with, all of their respective obligations under the Confidentiality Agreement or any similar agreement entered into between the Company and any Person to whom the Company or any of is Representative provides information pursuant to this Section 6.04, and all information disclosed to Parent, Merger Subsidiary or any of their respective Representatives pursuant to this Section 6.04 shall be subject to the terms of the Confidentiality Agreement. The confidentiality obligations set forth in the Confidentiality Agreement shall continue in full force and effect in accordance with its terms until the earlier of the Effective Time or the expiration of the Confidentiality AgreementAgreement according to its terms.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) Except in the case of an adversarial Action by one Party against the other Party (which shall be governed by such discovery rules as may be applicable thereto), each of Cohesant and Spinco, on behalf of the Cohesant Entities and the Spinco Entities, respectively, agrees to provide access provide, or cause to be provided, to each other as soon as reasonably practicable after written request therefor, subject to applicable Laws relating to the exchange of information, and only in such manner that does not cause unreasonable disruption of the business of such Person, any Information in the possession or otherwise make available under the control of such Person that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or furnish other requirements imposed on the requesting party (including under applicable securities Laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any booksother judicial, Contracts 20 regulatory, administrative or records if such access would violate a confidentialityother proceeding or in order to satisfy audit, non-disclosure accounting, claims, regulatory, litigation or other similar agreement requirements or (iii) to comply with its obligations under this Agreement or any other Transaction Agreement; provided, however, that (A) the requesting Person shall agree in effect as writing to keep any Information that incorporates proprietary, confidential or privileged information of the date hereofproviding Person confidential, (b) to provide access to or otherwise make available or furnish any information if and except to the extent that such records or documents are required to be disclosed by Law or legal process, (B) each Party agrees to notify the providing Person of any Action whereby such requesting Person might be required to disclose proprietary, confidential or privileged information, so that the providing Person may seek a protective order in any such Action, (C) in the event that any Party determines that any such provision of such information would in the good faith judgment could be commercially detrimental, violate any Law or provision of the Company based on advice of outside counsel jeopardize any material Contract, or waive any attorney-clientclient privilege, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that Parties shall take all reasonable measures to permit the Company shall give notice to Parent of the fact that it is withholding compliance with such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided obligations in a manner that would not reasonably avoids any such harm or consequence, (D) if information other than that pertaining to the Business or the GlasCraft Business is contained in such records, Cohesant and Spinco shall either agree that such information may be expected omitted or redacted by the providing Person, or shall enter into appropriate secrecy commitments to violate protect such restriction or waive the applicable privilege or protection information and (iiE) in the case of clause (a), the Company this Article IV shall use commercially reasonable efforts not apply to obtain any consents of Third Parties that are necessary matters relating to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably Taxes which shall be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined exclusively governed by the Company in consultation with Parent in good faith, jeopardize Tax Matters Agreement. Cohesant and Spinco intend that any transfer of Information that would otherwise be within the health and safety attorney-client privilege shall not operate as a waiver of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and potentially applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementprivilege.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to until the Effective Time or the earlier termination of this AgreementClosing, upon reasonable notice, the Company shall (BSC shall, and shall cause its Subsidiaries officers, directors, employees, agents, representatives, accountants and counsel to, (i) afford Parentthe Purchaser and its officers, employees and authorized agents and representatives reasonable access to the offices, properties and books and records of BSC and the Sellers (to the extent relating to the Business) and (ii) furnish to the officers, employees, and authorized agents and representatives of the Purchaser 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 (including, subject to the rights of any landlord, access to conduct an environmental site assessment of any Transferred Site, provided that such assessment shall not include any sampling or testing of any soil, groundwater, air or other environmental media, or building material, without the express written consent of BSC, such consent to be withheld at the sole discretion of BSC); provided that any such access or furnishing of information shall be conducted at the Purchaser’s officers and Parent’s other authorized Representatives reasonable accessexpense, during normal business hours, under the supervision of BSC’s personnel and in such a manner as not to its propertiesunreasonably interfere with the normal operations of the Business. Notwithstanding anything to the contrary in this Agreement, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing BSC shall not require be required to disclose any information to the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records Purchaser if such access disclosure would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereofbe reasonably likely to, (bi) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product client or other legal privilege or protection (it being agreed thatprovided that BSC shall, (i) in and shall cause the case of clauses (a) and (b)Sellers to, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary put in place an arrangement to permit such access)disclosure without loss of attorney-client privilege) or (ii) contravene any applicable Laws, (c) to provide access to fiduciary duty or otherwise make available or furnish any information if and binding agreement entered into prior to the extent date hereof (provided that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementBSC shall, and shall provide cause the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictionsSellers to, in addition to the foregoing, at least one business member of the senior management team of the Company will use commercially reasonable best efforts to meetput in place an arrangement to permit such disclosure without violating such Law, whether in person duty or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementagreement).

Access to Information. Subject to Applicable applicable Law and any applicable contractual restrictionsOrder, from between the date hereof to the Effective Time or of this Agreement and the earlier of the Closing and the termination of this AgreementAgreement pursuant to Article VII, upon reasonable notice, the Company shall (Parent shall, and shall cause its Subsidiaries to) , afford Parent’s officers to Buyer and Parent’s other authorized its Representatives reasonable access, access during normal business hours, hours to its properties, books, Contracts, personnel, Tax Returns the properties and records Business Records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish other than any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and foregoing to the extent that related to the provision negotiation and execution of this Agreement, any other Transaction Document or the Transactions or any proposals to or from other parties relating to any competing or alternative transactions) of the Business, and Parent shall, and shall cause its Subsidiaries to, furnish promptly to Buyer and its Representatives such information would concerning the Business as Buyer may reasonably request; provided that Buyer and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the good faith judgment business or operations of the Company based on advice of outside counsel jeopardize any attorney-clientParent and its Subsidiaries; provided, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b)however, that the Company (x) Parent and its Subsidiaries shall give notice not be obligated to provide such access or information if Parent of the fact determines, in its reasonable judgment, that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that doing so would not reasonably be expected to violate such restriction (i) result in the disclosure of trade secrets or waive the applicable privilege or protection and competitively sensitive information to third parties, (ii) in the case violate applicable Law, an applicable Order or a Contract or obligation of clause (a), the Company shall use commercially reasonable efforts confidentiality owing to obtain any consents of Third Parties that are necessary to permit such access)a third party, (ciii) jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege, (iv) be adverse to provide the interests of Parent or any of its Subsidiaries in any pending or threatened Action or (v) expose Parent or any of its Subsidiaries to risk of liability for disclosure of sensitive, personal or other information, (y) any physical access to or otherwise make available or furnish any information if and may be limited to the extent Parent determines in good faith that the provision such limitation is necessary in light of COVID-19 or any COVID-19 Measures, including if providing such information access would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, to jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and (z) Parent and its Subsidiaries shall not be required to provide the Company with an opportunity to participate in any such discussionsaccess or information to the extent unrelated to the Business or the Transactions; provided, further, that in the case of clause (x)(ii) or (x)(iii) above, the parties shall reasonably cooperate in seeking an alternative means whereby Buyer and its Representatives are provided access to such information in a manner that does not violate such Law, Order, Contract or obligation or jeopardize such privilege or protection. All requests for information made pursuant to this Section 6.05 4.03 shall be directed to the Persons Person designated by Parent. Until the Company. Subject Closing, all information provided to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent Buyer or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries Representatives pursuant to this Section 6.05 shall 4.03 will be kept confidential in accordance with subject to the terms of the letter agreement dated as of July 12, 2021 by and among Parent and WME IMG Global LLC (the “Confidentiality Agreement”).

Access to Information. Subject to Applicable Law and applicable contractual restrictionsthe last sentence of this Section 6.04, from the date hereof to until the Effective Time or and subject to Applicable Law and the earlier termination of this Confidentiality Agreement, upon reasonable written prior notice, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, access during normal business hourshours to the offices, to its properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic means). The foregoing shall not require of the Company and its Subsidiaries, (aii) 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 and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 6.04 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and its Subsidiaries. No information or knowledge obtained in any investigation pursuant to this Section 6.04 shall affect or be deemed to modify any representation or warranty made by any party hereunder. Notwithstanding anything herein to the contrary, under no circumstances shall the Company, its Subsidiaries or their respective Representatives be required to furnish any person with, or be required to provide access to any person to, information about the Company or otherwise make available any of its Subsidiaries that is prohibited by any Applicable Law or furnish contractual restraint enforceable upon the Company or any booksof its Subsidiaries, Contracts or records if where such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate involve the waiver of any attorney-client privilege; provided that, in each such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)case, the Company shall use commercially reasonable efforts to obtain any consents required consent or develop alternative arrangements (including, in the case of Third Parties access that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected toto involve the waiver of any attorney-client privilege, in the judgment of entry into a joint defense agreement) reasonably acceptable to the Company based on advice of outside counsel, and Parent so that such information can be furnished to Parent in a manner that does not violate any Applicable Law or (d) as determined by contractual restraint or involve the Company in consultation with Parent in good faith, jeopardize the health and safety waiver of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementattorney-client privilege.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination confidentiality provisions of this AgreementSection 7.4, upon reasonable noticeduring the Interim Period, the Company shall (shall, and shall cause instruct each Company Subsidiary and each of its Subsidiaries and their respective Representatives (collectively, “Company Representatives”) to: (i) afford Parent’s officers provide to Parent and Parent’s other authorized Merger Sub and each of their respective Representatives (collectively, “Parent Representatives”) access at reasonable access, times during normal business hours, upon reasonable prior notice, (x) to its the officers, employees, agents, properties, books, Contracts, personnel, Tax Returns offices and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment facilities of the Company based on advice of outside counsel jeopardize any attorney-clientor such Company Subsidiary, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (by) to the books and records thereof (which access, for the avoidance of doubt, shall include the ability of Parent and Merger Sub to conduct reasonable transition and integration planning activities), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain arrange meetings for Parent, Merger Sub and any consents of Third Parties Parent Representative with the Company’s and its Subsidiaries’ customers and suppliers with a Company Representative present or participating; provided, however, that are necessary the foregoing shall not limit Parent’s or Merger Sub’s ability to permit such access), (c) to provide access to conduct meetings or otherwise make available or furnish any information if other communications with the Company’s and its Subsidiaries’ customers and suppliers to the extent that such meetings or other communications are conducted in the provision ordinary course of Parent’s or Merger Sub’s respective businesses, and (iii) furnish or cause to be furnished such information would reasonably be expected toconcerning the business, in the judgment properties, Contracts, assets, liabilities, personnel and other aspects of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by and the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before as Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customerParent Representative may reasonably request; provided, partnerhowever, vendoruntil the Effective Time, supplier or employee of the Company shall not be required to (x) furnish, or provide any access to, any information to any Person not a 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 its Subsidiaries in connection with 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 Merger waiver of an attorney-client privilege so long as the Company has taken all reasonable steps to permit inspection of or to disclose such information on a basis that does not compromise the Company’s or any of the other transactions contemplated by this AgreementCompany Subsidiary’s privilege with respect thereto; provided, however, that such access and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject disclosed or granted, as applicable, to Applicable Law and applicable contractual restrictions, in addition external counsel for Parent to the foregoingextent required for the purpose of complying with applicable Laws, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementincluding Antitrust Laws.

Access to Information. Subject (a) From the time this Agreement is signed by all of the parties hereto until the Closing, Parent shall use its commercially reasonable efforts to Applicable cause the Companies and their respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford the Purchasers and their authorized representatives reasonable access, subject to the Confidentiality Agreements and applicable Law and applicable contractual restrictions, from the date hereof solely to the Effective Time or extent such access is available to Parent in the earlier termination ordinary course of this Agreementbusiness and can be provided to the Purchasers without any breach of Contract, upon reasonable noticeto the offices and properties of each Company and, on Parent’s premises, the Company shall Books and Records of each Company, and (ii) make available to the officers, employees, and shall cause its Subsidiaries to) afford authorized agents and representatives of the Purchasers, on Parent’s officers premises, such additional financial and Parent’s operating data and other authorized Representatives reasonable accessinformation 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 business and can be provided to 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 hourshours upon reasonable advance notice to Parent, under the supervision of Parent’s personnel and in such a manner as not to its properties, books, Contracts, personnel, Tax Returns 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 records (including via remote or electronic means). The foregoing C) Parent and the Companies shall not require the Company (a) be required to provide access any Books and Records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding anything to or otherwise make available or furnish the contrary in this Agreement, Parent shall not be required to disclose any books, Contracts or records information to the Purchasers if such access would violate a confidentialitydisclosure would, non-disclosure or other similar agreement in effect as of the date hereofParent’s sole discretion, (bi) cause significant competitive harm to provide access to Parent or otherwise make available or furnish any information the Companies and their respective businesses if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client, work product client or other legal privilege or protection (it being agreed thatiii) contravene any applicable Law, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information fiduciary duty or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and binding agreement entered into prior to the extent that the provision date of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to of the Effective Time or Original Agreement until the earlier termination of this AgreementClosing, upon reasonable notice, the Company Sellers shall (and shall cause its Subsidiaries totheir respective officers, directors, employees, agents, representatives, accountants and counsel to (i) afford ParentBuyer and its authorized representatives reasonable access to the offices, properties and books and records of the Business, and (ii) furnish to the officers, employees, and authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the Business (or copies thereof) as Buyer may from time to time reasonably request, in each case, solely for purposes of Buyer’s officers and Parentintegration planning; provided, however, that any such access or furnishing of information shall be conducted at Buyer’s other authorized Representatives reasonable accessexpense, during normal business hours, to its properties, books, Contracts, under the supervision of Sellers’ personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall in such a manner as not require to interfere with the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as normal operations of the date hereof, (b) to provide access to or otherwise make available or furnish any information if Business and may be limited to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment light of the Company based on advice of outside counselCOVID-19 or COVID-19 Measures, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, would jeopardize the health and safety of any employee of the Company of its Subsidiaries their respective employees or other Representatives. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in light of the COVID-19 virus or any COVID-19 Measuresthis Agreement. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries contrary in connection with the Merger or any of the other transactions contemplated by this Agreement, and Sellers shall provide the Company with an opportunity not be required to participate in disclose any information to Buyer if such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictionsdisclosure would, in addition Sellers’ sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client 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, at least one business member (A) Buyer shall not have access to (x) personnel records of the senior management team Transferred Employees relating to individual performance or evaluation records, medical histories or other information that in Sellers’ opinion (in their sole discretion) is sensitive or the disclosure of which could subject Sellers to risk of liability, (y) any real property owned or leased by Sellers for purposes of conducting any invasive or intrusive environmental sampling or testing or (z) any information to the extent relating to any Excluded Asset, 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 Company will use reasonable best efforts to meet, whether Business and information and analysis relating thereto. Buyer shall hold in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such confidence all information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential so obtained in accordance with the Confidentiality Agreement. In connection with Buyer, its Affiliates 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 damage to the properties, assets or offices of Sellers.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from Between the date hereof of this Agreement and the Closing Date, the Initial Members shall, and 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 Effective Time Company to make such investigation as shall reasonably be deemed desirable; provided that access to customers and employees shall be subject to the prior written consent of the Company, such consent not to be unreasonably withheld or delayed. The Initial Members shall furnish or cause to be furnished to Purchaser and its Representatives all data and information concerning the earlier termination Company and its business, assets and properties as may reasonably be requested, including access to officers and employees and representatives of the Company. Notwithstanding any such investigation, whether occurring before or after the date of this Agreement, upon reasonable noticePurchaser has the unqualified right to rely upon, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable accesshas relied upon, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as each of the date hereofrepresentations, (b) to provide access to or otherwise make available or furnish any information if warranties and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined covenants made by the Company Initial Members in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, subject to the disclosures in the Disclosure Schedules, and no such investigation performed or information received by Purchaser or its Representatives shall provide the Company with an opportunity to participate affect in any such discussionsway the Liability of the Initial Members with respect to any representations, warranties or covenants contained herein. All requests for information made pursuant to this Section 6.05 shall be directed Without limiting the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to generality of the foregoing, at least one business member 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 senior management team date hereof shall in any way limit the Initial Members’ Liability for any breach of any representation or warranty set forth in this Agreement. For the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives avoidance of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All doubt all such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 access shall be kept confidential in accordance with subject to the Confidentiality Agreement, the terms and conditions of which survive the execution and delivery of this Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to until the Effective Time Closing or the earlier termination of this Agreement, upon reasonable noticeSeller shall, the Company shall (and shall cause its Subsidiaries the Company and each Subsidiary to, (a) afford Parent’s officers Buyer and Parent’s other authorized its Representatives reasonable access, during normal business hourshours and upon reasonable prior notice, to its and the right to inspect all of the Real Property, properties, booksassets, Contractspremises, personnelbooks and records, Tax Returns Contracts and records (including via remote or electronic means). The foregoing shall not require other documents and data related to the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, and its Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company as Buyer or any of its Subsidiaries in connection with Representatives may reasonably request; and (c) instruct the Merger or any Representatives of the other transactions contemplated by this Agreement, Seller and shall provide the Company to reasonably cooperate with an opportunity to participate Buyer in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations due diligence investigation of the Company and its Subsidiaries. All such information provided by or behalf Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company or and its Subsidiaries and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface land on, at, in, under or from the Company and its Subsidiaries and the Real Property, provided, that, Buyer shall not conduct any invasive testing without Seller’s prior written consent (which shall not be unreasonably withheld, delayed or conditioned) and Buyer shall restore the Real Property to the same condition it was in immediately prior to such testing at Buyer’s sole cost and expense. Any investigation pursuant to this Section 6.05 4.02 shall be kept confidential conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller or the Company and in a manner consistent with applicable Law and provisions of leases or other Contracts applicable to such investigations, if any. Buyer shall and shall cause its Representatives to hold all information received from Seller, the Company or any Subsidiary, directly or indirectly, in confidence in accordance with with, and shall otherwise abide by and be subject to, the terms and conditions of that certain Mutual Confidentiality and Non-Disclosure Agreement, dated as of March 13, 2014 between Buyer and Seller.

Access to Information. Subject to Applicable Law and (a) Except as prohibited by applicable contractual restrictionsLaw, during the period from the date hereof to until the earlier of the Effective Time or and the earlier termination of this Agreement in accordance with its terms, and in all cases subject to the Confidentiality Agreement, upon reasonable notice, the Company shall (i) give to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives representatives reasonable access, access during normal business hourshours to the offices, to its properties, facilities, assets, books, Contractsrecords, personnel, Tax Returns Service Providers and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment agents of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided its Subsidiaries in a manner that would does not reasonably be expected to violate such restriction or waive the applicable privilege or protection and unreasonably interfere in any material respect, (ii) in furnish to Parent, its counsel, lenders, financial advisors, accountants, consultants, agents and other authorized representatives such financial and operating data and other information (including the case work papers of clause (a), the Company shall use commercially reasonable efforts to obtain Company’s independent accountants upon receipt of any required consents of Third Parties that are necessary to permit from such access), (c) to provide access to or otherwise make available or furnish any information if accountants and subject to the extent that execution of customary access letters) as such Persons may reasonably request and (iii) instruct the provision of such information would reasonably be expected toService Providers, in the judgment counsel, financial advisors, accountants, consultants, agents and other authorized representatives of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation and its Subsidiaries to cooperate with Parent in good faith, jeopardize the health and safety of any employee its non-invasive investigation of the Company of and its Subsidiaries Subsidiaries; provided, that any such access shall be afforded and any such information shall be furnished at Parent’s expense; and provided, further that the parties hereto shall act in light good faith in all respects in the performance of the COVID-19 virus obligations under this Section 5.02(a). Information obtained by the Parent or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 5.02(a) will constitute confidential information under the Confidentiality Agreement and will be subject to the provisions of the Confidentiality Agreement. Any investigation pursuant to this Section 5.02 shall be directed conducted in such manner as not to interfere unreasonably with the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member conduct of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations business of the Company and its Subsidiaries. All such No information provided by or behalf of the Company or its Subsidiaries knowledge obtained in any investigation pursuant to this Section 6.05 5.02 shall affect or be kept confidential in accordance with deemed to modify any representation or warranty made by the Confidentiality AgreementCompany hereunder.

Access to Information. Subject to Applicable Law and applicable contractual restrictions(a) The Company shall, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) Subsidiaries, on the one hand, and Parent shall, and shall cause its Subsidiaries, on the other hand, to afford Parent’s officers to the other Party and Parent’s other authorized Representatives to its respective Representatives, reasonable access, during normal business hourshours 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 SpinCo Business’s (as applicable) normal operations, the properties, books, Contracts, personnel, Tax Returns books and records and appropriate senior-level officers and employees of Parent and its Subsidiaries or the Company and its Subsidiaries (including via remote 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 electronic meansthe SpinCo Business or the SpinCo Entities (as applicable). The foregoing , 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 not 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 Company conduct of such Party’s business or result in damage to property (aother 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 provide access to such information, or otherwise make available or furnish any books, Contracts or records if such access (iii) would violate a confidentiality, nonjeopardize the attorney-disclosure client privilege or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal disclosure privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b)to such Party; provided, that the Company shall give notice Party that would otherwise be required to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such disclose information to be provided in a manner that would not reasonably be expected the other shall take any and all reasonable action necessary to violate permit such restriction or waive the applicable disclosure without such loss of privilege or protection and (ii) in violation of agreement, policy, Law or other restriction, including through the case use of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to required consent or otherwise make available or furnish any information if and waiver to the extent that the provision disclosure of such information would reasonably be expected to, in from any third party and through the judgment implementation of the Company based on advice appropriate and mutually agreeable “clean room” or other similar procedures designed to limit any such adverse effect of outside counsel, violate any Applicable Law or (d) as determined sharing such information by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measureseach Party). Notwithstanding anything herein in this Section 7.8 to the contrary, Parent and Merger Sub shall provide (but without limiting the Company’s obligations under this Agreement, including Section 7.4), the Company and SpinCo shall not be required to provide access to, or make any disclosure with at least 24 hours prior notice before Parentrespect to, Merger Sub any information of or their respective Representatives acting on their behalf contacts relating to the Company, any customer, partner, vendor, supplier or employee of the Company its Affiliates or any of its Subsidiaries in connection with their respective businesses, other than information relating to the Merger SpinCo Business, the SpinCo Entities, the SpinCo Assets or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussionsSpinCo Liabilities. All requests for information made pursuant such access to this Section 6.05 any Party shall be directed the Persons designated by the Company. Subject made to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent such Party or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementdesignated Representative.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to the Effective Time or the earlier termination of this AgreementAgreement until the Closing, upon reasonable notice, the Company shall (i) afford Parent and TopCo Parent and their authorized Representatives reasonable access to the offices, properties and books and records of the Company and its Subsidiaries and (ii) furnish to the authorized Representatives of Parent and TopCo Parent such additional available information regarding the Company and its Subsidiaries (or copies thereof), as Parent may from time to time reasonably request; provided that (x) any such access or furnishing of information shall be conducted during normal business hours in such a manner as not to unreasonably interfere with the normal operations of the Company and its Subsidiaries and (y) neither TopCo Parent nor Parent shall, and shall cause its Subsidiaries their respective Representatives not to) afford , contact any of the customers, distributors or suppliers of any Company Entity, other than any such customers, distributors or suppliers that are also customers, distributors or suppliers of Parent or TopCo Parent’s officers and Parent’s , in connection with the Contemplated Transactions, whether in person or by telephone, mail, or other authorized Representatives reasonable accessmeans of communication, during normal business hourswithout the specific prior written authorization of the Company. Notwithstanding anything to the contrary in this Agreement, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing the Company shall not require the Company (a) be required to provide any access or disclose any information to Parent and TopCo Parent or otherwise make available or furnish any books, Contracts or records their respective Representatives if such access would violate disclosure could reasonably be expected to (A) jeopardize, or result in a confidentialityloss or waiver of, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product client or other legal privilege or protection (it being agreed that, (iB) in the case of clauses (a) and (b), contravene any Applicable Law or fiduciary duty; provided that the Company shall give notice to Parent of the fact that it is withholding such access or information pursuant to clauses (A) or documents (B) of this Section 7.02 and thereafter Parent and the Company and Parent shall use their respective commercially reasonable best efforts to cause such information access or information, as applicable, to be provided provided, or made available, in a manner that would not reasonably be expected to violate jeopardize such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit contravene such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measuresfiduciary duty. Notwithstanding anything herein to the contrarycontrary in this Agreement, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before neither Parent, Merger Sub or TopCo Parent nor any of their respective Representatives acting on their behalf contacts shall be allowed to sample or analyze any customersoil or groundwater or other environmental media, partneror any building material, vendor, supplier or employee without the prior written consent of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementCompany, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall which consent may not be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementunreasonably withheld.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to until the Effective Time or the earlier termination of this AgreementTime, and subject to Applicable Law, upon reasonable noticenotice during normal business hours, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents (i) subject to reasonable logistical restrictions as a result of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein , 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 contraryCompany’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 Merger Sub shall provide 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 with at least 24 hours prior notice before Parentnor any of its Subsidiaries shall be required to provide access or disclose information where such access or disclosure (x) would, Merger Sub or their respective Representatives acting on their behalf contacts any customerin each case, partnerupon the advice of legal counsel, vendor, supplier or employee 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 connection accordance with Section 6.03). Notwithstanding the Merger 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 other transactions contemplated by this Agreement, and shall provide disclosure of which could subject the Company with an opportunity or any of its Subsidiaries to participate in risk of liability, or (B) conduct or cause to be conducted any such discussionssampling, 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. All requests for information made Any investigation pursuant to this Section 6.05 shall be directed conducted in such manner as not to interfere unreasonably with the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member conduct of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations business of the Company and its Subsidiaries. All such No information provided by or behalf of the Company or its Subsidiaries knowledge obtained in any investigation pursuant to this Section 6.05 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. Notwithstanding the 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 Parent pursuant to a “clean room” arrangement agreed between the parties that is intended to permit the sharing of such information in compliance with Applicable Laws. The information provided pursuant to this Section 6.02 shall be kept confidential by the recipient thereof in accordance with the Confidentiality Agreement. The Confidentiality Agreement shall terminate as of the Effective Time.

Access to Information. Subject to Applicable Law The Company and applicable contractual restrictionsWW shall afford Parent and its accountants, from counsel and other representatives, reasonable access during normal business hours during the date hereof period prior to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall to (and shall cause its Subsidiaries toa) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its all properties, books, Contractscontracts, personnelcommitments, Tax Returns records and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as auditors of the date hereofCompany, WW and the Subsidiaries, and (b) all other information concerning the Business and the properties and personnel of the Company, WW and the Subsidiaries (subject to provide access to restrictions imposed by applicable law) as Parent may reasonably request; provided that any photocopying or otherwise make available or furnish any information if and to the extent that the provision similar costs of such information would in access shall be incurred at Parent's expense and that such access will conducted at a reasonable time, under the good faith judgment supervision of the Company based on advice Stockholder's, the Company's or WW's personnel and in such a manner as to maintain the confidentiality of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in this Agreement and the case of clauses (a) transactions contemplated hereby and (b), that not to interfere unreasonably with the Company shall give notice to Parent normal operation of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee business of the Company or WW. Parent shall afford Stockholder, the Company and WW, and their respective accountants, counsel and other representatives, access during normal business hours during the period prior to the Effective Time to the senior executive management team of Parent to the same extent as such access was provided prior to the date of this Agreement; provided that any photocopying or similar costs of its Subsidiaries 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 confidentiality of this Agreement and the 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 all information received from or on behalf of the Parent, Company, WW or any Subsidiary in connection with the Merger or any of the other transactions contemplated by this Agreementhereby prior to the Closing shall be deemed to be received pursuant to the Confidentiality Agreement dated as of May 19, 2000 and Parent, Metal Merger Sub, WW Merger Sub, the Stockholder, the Company and WW shall, and shall provide cause their respective affiliates and representatives, to comply with the Company provisions of such Confidentiality Agreement with an opportunity respect to participate such information. No information or knowledge obtained in any such discussions. All requests for information made investigation pursuant to this Section 6.05 5.4 shall affect or be directed the Persons designated by the Company. Subject deemed to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person modify any representation or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementwarranty contained herein.

Access to Information. Subject to Applicable Law (a) From and applicable contractual restrictions, from after the date hereof to the Effective Time or the earlier termination of this Agreement, subject to the requirements of applicable Law, the Company will (i) give Parent and Merger Sub and their authorized Representatives reasonable access (during regular business hours upon reasonable notice) to all employees, the Company shall (plants, offices, warehouses and shall cause its Subsidiaries to) afford Parent’s officers other facilities and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, all books, Contractscontracts, personnel, Tax Returns commitments and records (including via remote or electronic means). The foregoing shall not require Tax returns) of the Company (a) and its Subsidiaries and instruct the Company’s and its Subsidiaries’ independent public accountants to provide access to their work papers and such other information as Parent or otherwise make available or furnish any booksMerger Sub may reasonably request, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide to make such inspections as they may reasonably require, and (iii) cause its officers and those of its Subsidiaries to furnish Parent and Merger Sub with such financial and operating data and other information with respect to the business, properties and personnel of the Company with at least 24 hours prior notice before Parent, and its Subsidiaries as Parent or Merger Sub or their respective Representatives acting on their behalf contacts any customermay from time to time reasonably request; provided, partnerthat nothing herein shall obligate the Company to incur costs and time to produce such information outside of the ordinary course of its business; provided, vendorfurther, supplier or employee of that nothing in this Agreement shall require the Company or any of its Subsidiaries in connection with to permit any inspection or disclose any information to Parent that would cause a violation of any Allowed Contract, would cause a risk of a loss of privilege to the Merger Company or any of its Subsidiaries, would constitute a violation of applicable Laws, that is competitively sensitive information or to permit the other transactions contemplated by this Agreementparty or any of its Representatives to perform any onsite procedure with respect to any of its or its Subsidiaries’ properties; provided, and shall provide further, that the Company with an opportunity shall take any and all reasonable action necessary to participate in permit such disclosure without such loss of privilege or violation of agreement or Law. Parent hereby agrees that it shall treat any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement. Notwithstanding any provision of this Agreement to the contrary, the Company shall not be obligated to grant any access or make any disclosure in violation of applicable Laws or regulations or if it would unreasonably interfere with the conduct of the Company’s business. The Confidentiality Agreement shall survive any termination of this Agreement.

Access to Information. Subject to Applicable Law From and applicable contractual restrictions, from after the date hereof until the Closing and subject to the Effective Time or the earlier termination of this Agreementapplicable Law, upon reasonable noticeAdvisor Parent shall, the Company shall (and shall cause direct each of its Affiliates, Subsidiaries and Representatives to) , afford Parent’s officers to GNL, RTL and Parent’s other authorized their respective Representatives reasonable access, during normal business hours, upon reasonable advance prior written notice and in such manner as will not unreasonably interfere with the conduct of the business of the Advisor Parties, to its all properties, books and records of the Target Companies, and all other information with respect to the business of the Target Companies or the Business Assets, together with the opportunity to make copies (at GNL’s expense) of such books, Contractsrecords and other documents and to discuss the business of the Target Companies or the Business Assets with such members of management, personnelofficers, Tax Returns directors, counsel, accountants and records (including via remote or electronic means)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. The Notwithstanding the foregoing provisions of this Section 5.9, the Advisor Parties shall not require the Company (a) be required to, or to provide cause any of their Affiliates or Subsidiaries to, grant access to or otherwise make available or furnish any booksinformation to GNL, Contracts RTL or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and their respective Representatives to the extent that (i) such access would jeopardize attorney/client or attorney work product privilege, taking into account whether GNL and/or RTL is willing to enter into a customary joint defense agreement or similar arrangement or (ii) such access or the provision furnishing of such information would in is prohibited by applicable Law. In the good faith judgment of event the Company based on advice of outside counsel jeopardize any attorney-client, work product Advisor Parties do not provide access or other legal privilege or protection (it being agreed that, information pursuant to clauses (i) in or (ii) of the case of clauses (a) and (b)preceding sentence, that the Company shall give Advisor Parent will provide notice to Parent of the fact GNL and RTL that it is withholding such information or documents is being withheld, and thereafter the Company and Advisor Parent shall will cause such entity to use their respective its commercially reasonable best efforts to cause such communicate, to the extent feasible, the applicable information to be provided in a manner way that would will not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)applicable Law and, the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access)if applicable, (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety seek a waiver of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussionsapplicable third-party restrictions. All requests for information made provided pursuant to this Section 6.05 Agreement shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, remain subject in addition all respects to the foregoingletter agreement, at least one business member of the senior management team of the Company will use reasonable best efforts to meetdated April 2, whether in person or via teleconference or other electronic means2023, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company by and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementamong GNL, RTL and Advisor Parent.

Access to Information. Subject to Applicable Law (a) From and applicable contractual restrictions, from after the date hereof to of this Agreement until the earlier of the Effective Time or the earlier termination of this AgreementAgreement in accordance with its terms, the Company will (i) give Parent and Purchaser and their authorized Representatives reasonable access (during regular business hours upon reasonable notice) to such employees, the Company shall (offices, and shall cause its Subsidiaries to) afford Parent’s officers other facilities and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, such books, Contractscontracts, personnel, Tax Returns commitments and records (including via remote Tax Returns) of the Company as Parent may reasonably request and instruct the Company’s independent public accountants to provide access to their work papers and such other information as Parent or electronic means). The Purchaser may reasonably request, (ii) permit Parent and Purchaser to make such inspections as they may reasonably require, (iii) furnish Parent and Purchaser with such financial and operating data and other information with respect to the business, properties and personnel of the Company as Parent or Purchaser may from time to time reasonably request and (iv) furnish promptly to Parent and Purchaser a copy of each report, schedule and other document filed or received by the Company during such period pursuant to the requirements of the federal or state securities Laws, provided, however, that the foregoing shall not require the Company (a) to disclose or provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would disclosure or access in the good faith Company’s judgment (A) contravenes applicable Law, (B) causes a waiver of an attorney-client privilege or other privilege or loss of attorney work product protection, (C) violates a confidentiality obligation to any Person or (D) interferes unreasonably with the business and operations of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in Company. Notwithstanding the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)foregoing, the Company shall use commercially reasonable efforts from and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms to obtain any consents of Third Parties that are necessary make appropriate substitute arrangements to permit reasonable disclosure not in violation of such access)Laws, (c) agreements or duty and information shall be disclosed subject to provide access execution of a joint defense agreement in customary form, and disclosure may be limited to or otherwise make available or furnish any information if and external counsel for Parent, to the extent that the provision Company determines is reasonably required for the purpose of such complying with the HSR Act, the Xxxxxxx Act, the Xxxxxxx Act, the FTC Act or any Foreign Antitrust Law. No information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined knowledge obtained by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made investigation pursuant to this Section 6.05 5.03(a) shall affect or be directed the Persons designated deemed to modify any representation or warranty made by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementhereunder.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to until the Effective Time or the earlier Closing Date or, if earlier, termination of this Agreement, upon reasonable noticeSellers will (i) give, and will cause the Company shall (and shall cause each of its Subsidiaries to) afford Parent’s officers to give, Buyer and Parent’s other authorized its Representatives such reasonable access, at reasonable times and during normal business hours, to its the senior management, offices, properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice and its Subsidiaries, as Buyer may reasonably request from time to time; and (i) furnish, and cause the Company and each of outside counsel jeopardize its Subsidiaries to furnish, to Buyer and its Representatives such financial and operating data and other information relating to the Company and its Subsidiaries, as Buyer may reasonably request from time to time; provided that (A) any attorney-clientactions to be performed by Sellers, work product the Company or other legal privilege any of its Subsidiaries at the request of Buyer pursuant to this Section 5.03(a) shall be performed only following reasonable prior written notice from Buyer to Sellers, in such manner as not to interfere unreasonably with the conduct of the business and operations of the Company and its Subsidiaries, and so as not to unduly burden the management team or protection 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, (i) in without the case prior written consent of clauses (a) Sellers, Buyer and (b)its Representatives shall not be entitled to any such access, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts disclosure of which is restricted by any Law or Order applicable to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)any Seller, the Company shall use commercially reasonable efforts to obtain or any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 MeasuresSubsidiaries. Notwithstanding anything herein to the contrarycontrary set forth herein, Parent Buyer is not authorized to and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or not (and shall cause its Affiliates and its and their respective Representatives acting on their behalf contacts not to) (s) contact any customer, partnersupplier, vendor, supplier or employee other material business relation of the Company or any of its Subsidiaries in connection with the Merger 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 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 its or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made their respective Representatives pursuant to this Section 6.05 shall be directed 5.03(a). In connection with the Persons designated access rights granted by the Company. Subject this Section 5.03(a), Buyer covenants and agrees, for itself and on behalf of its Affiliates, that, prior to Applicable Law Closing, it and applicable contractual restrictionsthey will not enter into any agreements with any officers, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person directors or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf employees of the Company or any of its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementwithout Sellers’ prior written consent.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to the Effective Time or the earlier termination of this AgreementAgreement until the Closing, upon reasonable notice, the Company TDCC shall use its reasonable best efforts to (and shall cause its Subsidiaries toi) afford Parent’s officers Parent and Parent’s other its authorized Representatives reasonable accessaccess to the offices, properties and books and records of the Business; and (ii) furnish to the authorized Representatives of Parent such additional available information regarding the Business (or copies thereof), as Parent may from time to time reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at Parent’s expense, during normal business hours, under the supervision of Dow’s personnel and in such a manner as not to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require interfere with the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as normal operations of the date hereofBusiness; (y) all requests for access pursuant to this Section 7.04(a) shall be made in writing and shall be directed to and coordinated with a person or persons designated by TDCC in writing; and (z) Parent shall not, (b) to provide access to or otherwise make available or furnish and shall cause its Representatives not to, contact any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-clientemployees, work product customers, distributors or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety suppliers of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries Dow Entity in connection with the Merger or any of the other transactions contemplated by this Agreement, Agreement and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meetother Transaction Documents, whether in person or via teleconference by telephone, mail, or other electronic meansmeans of communication, with representatives without the specific prior written authorization of TDCC. Notwithstanding anything to the contrary in this Agreement, TDCC shall not be required to provide any access or disclose any information to Parent or its Affiliates not less than monthly Representatives if such disclosure could reasonably be expected to discuss (A) jeopardize, or result in a loss or waiver of, any attorney-client or other legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the operations loss of protection of any proprietary information or Trade Secrets of any Dow Entity. When accessing any of Dow’s properties, Parent shall, and shall cause its Representatives to, comply with all of Dow’s safety and security requirements for the Company applicable property. Notwithstanding anything to the contrary in this Agreement, (I) in no event shall Dow be required to provide any information relating to any Excluded Assets or any Excluded Liabilities; and (II) neither Parent nor any of its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 Representatives shall be kept confidential allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the prior written consent of TDCC, which consent may be withheld in accordance with the Confidentiality Agreementsole discretion of TDCC.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to until the Effective Time or the earlier termination of this AgreementClosing Date, upon reasonable noticeprior notice (or, with respect to access to employees, as may otherwise be agreed to by the parties), the Company shall (Seller and the Parent shall, and shall cause its each of the Company and the Transferred Subsidiaries and any such Person’s respective Representatives to, (i) afford Parent’s officers the Acquiror and Parent’s other authorized the Representatives of the Acquiror reasonable access, during normal business hours, to its the offices, properties, books, Contractsdata, personnelfiles, Tax Returns information, records and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as employees of the date hereofSeller, the Parent and their respective Affiliates in respect of the Company, the Transferred Subsidiaries and the Business, (bii) furnish to provide access the Representatives of the Acquiror such additional financial data, investment activity reports and other information regarding the Company, the Transferred Subsidiaries and the Business and their personnel as the Acquiror or its Representatives may from time to or otherwise make available or furnish any information if time reasonably request and (iii) reasonably cooperate with, and assist, the Acquiror and the Representatives of the Acquiror in connection with the actions contemplated in Section 7.01 of this Agreement and with the Acquiror’s preparation to integrate the Company, the Transferred Subsidiaries and the Business and their personnel into the Acquiror’s organization following the Closing to the extent any such Person’s or such Person’s respective Representatives’ assistance and expertise is reasonably requested in connection therewith; provided, however, that nothing herein shall require either the provision Seller, 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 cause a violation of any Contract to which 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 information or any of its Affiliates, or 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 Person’s Representative, as the case may be, shall have used its commercially reasonable efforts to provide such information would in the good faith judgment and protect such privacy and any personal data without violation of applicable Law or obligations to customers; provided, further, that such investigation shall not unreasonably interfere with any of the Company based on advice businesses or operations of outside counsel jeopardize the Seller, the Parent, the Company, the Transferred Subsidiaries or any attorney-clientof their respective Affiliates; provided, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b)further, that the Company shall give notice to Parent auditors and independent accountants of the fact that it is withholding 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 information 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 documents independent accountants. The Seller and thereafter the Parent shall, and shall cause the Company and Parent shall use the Transferred Subsidiaries, to promptly provide any consent requested by their respective reasonable best efforts 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 cause such any information to be provided in a manner that would not reasonably to the Acquiror pursuant to this Section 6.03(a). Any information provided pursuant to this Section 6.03(a) shall be expected subject to violate such restriction or waive the applicable privilege or protection and (ii) in Confidentiality Agreements. The Acquiror shall reimburse the case of clause (a)Seller, the Company Parent and their respective Affiliates, in cash, promptly for any reasonable and necessary third party 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 use commercially reasonable efforts to obtain indemnify and hold harmless the Seller, the Parent, and their respective Affiliates from and against any consents Losses that may be incurred by any of Third Parties that are necessary to permit such access), (c) to provide access to them arising out of or otherwise make available or furnish any information if and related to the extent that the provision Acquiror’s use, storage or handling of such (A) any personally identifiable information would reasonably be expected torelating to Employees, in the judgment of the Company based on advice of outside counselBrokers, violate any Applicable Law policyholders or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee customers of the Company or any of its the Transferred Subsidiaries in connection with and (B) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which the Merger Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the other transactions contemplated by terms of this Agreement, and shall provide solely to the Company with an opportunity to participate in extent any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed Losses are the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member result of the senior management team of the Company will use reasonable best efforts to meet, whether in person Acquiror’s actions or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementomissions.

Access to Information. Subject to Applicable Law and applicable contractual restrictionsLaw, from the date hereof to of this Agreement until the Effective Time or the earlier termination of this AgreementTime, upon reasonable notice, the Company shall (notice and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, the Company shall, and shall cause each of its Subsidiaries to, (a) give Parent and its Representatives reasonable access to its the offices, properties, books, Contracts, personnel, Tax Returns contracts and records of the Company and its Subsidiaries, (including via remote b) 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 electronic means). The foregoing be deemed to modify any representation or warranty made by the Company herein, and provided, further, that the Company and its Subsidiaries shall not require the Company (a) be required to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would or documents which would, in the good faith reasonable judgment of the Company based on advice (i) breach any Contract with any Person, (ii) constitute a waiver of outside counsel jeopardize any the attorney-clientclient privilege held by any of the Company or its Subsidiaries, work product (iii) violate Applicable Law or other legal privilege or protection (iv) unreasonably interfere with the business and operations of the Company and its Subsidiaries (it being agreed that, (i) in the case of clauses (a) and (b), 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 use their respective reasonable best efforts reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction cause a breach, waiver, violation or waive the applicable privilege or protection and (ii) in the case of clause (ainterference), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made Any investigation pursuant to this Section 6.05 7.04 shall be directed conducted in such manner as not to unreasonably interfere with the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member conduct of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations business of the Company and its Subsidiaries. All such information provided by or behalf Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company or and its Subsidiaries pursuant relating to this Section 6.05 shall be kept confidential individual performance or evaluation records, medical histories or other information, in accordance with each case to the Confidentiality Agreementextent the disclosure thereof would result in the violation of Applicable Law.

Access to Information. Subject to Applicable Law From and applicable contractual restrictions, from after the date hereof to Original Agreement Date until the Effective Time 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 shall cause its Subsidiaries to) afford Parent’s officers authorized representatives reasonable access to all books and Parent’s records of the Group Companies and all officers, directors, employees and other authorized Representatives reasonable accesspersonnel of the Group Companies, in each case, during normal business hours, hours (in a manner so as to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic meansnot interfere with the normal business operations of any Group Company). The foregoing shall not require From and after the Company 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 to provide access to or otherwise make available or furnish attend any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as and all meetings of the date hereofCompany 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, (bprovided 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 provide access to redact or otherwise make available withhold any such materials or furnish any information if and communications, to the extent that the representative(s)’ participation in the portion of such meeting, or the provision of such information materials or communications to the representative(s), would in the good faith judgment of the Company based on advice of outside counsel be reasonably likely to (x) jeopardize any attorney-client, work product client or other legal privilege or protection (it being agreed thatprivilege, (iy) in contravene any applicable Laws or (z) breach any confidentiality obligations of the case of clauses (a) Group Companies under contracts with third parties and (b)) solely to the extent permitted by applicable Law, Parent and its authorized representatives shall be permitted to offer advice and guidance to the Group Companies on their business operations, which 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 follow or implement any such advice or guidance. All of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, the Company shall not be required to disclose any information to Parent (including pursuant to Section 6.1) if such disclosure 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 Group Companies under contracts with third parties; provided, however, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with notify Parent in good faith, jeopardize the health and safety writing with a general description of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made each item not disclosed pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementclause.

Access to Information. Subject to Applicable Law The Company shall, and applicable contractual restrictionsshall cause the Subsidiary to, from give the date hereof to Buyer and its representatives (including the Effective Time or the earlier termination of this AgreementBuyer's accountants, counsel and employees), upon reasonable notice, the Company shall (notice and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, full access to its the properties, contracts, books, Contracts, personnel, Tax Returns records and records (including via remote or electronic means)affairs of the Company and the Subsidiary. The foregoing Company shall not require cause its officers and employees, and the Company officers and employees of the Subsidiary, to furnish to the Buyer all documents, records and information (and copies thereof) as the Buyer may reasonably request; it being understood that (a) to provide the Company, in its sole discretion may deny or restrict any access to (i) involving possible breaches of applicable confidentiality agreements with third parties, or otherwise make available possible waivers of any applicable attorney-client privileges or furnish (ii) if any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement Buyer Party is in effect as material breach of the date hereofthis Agreement, (b) to provide access to such investigations shall not under any circumstances interfere with the Company's or otherwise make available the Subsidiary's operations, activities or furnish any information if employees, and to the extent (c) such investigations shall not be of a nature that the provision of such information would in the good faith judgment opinion of the Company based on advice of outside counsel jeopardize may violate applicable antitrust or similar laws. If this Agreement is terminated pursuant to Section 9.1, (x) the Buyer Parties shall, and shall cause their representatives to, keep confidential any attorney-clientConfidential Information obtained from any Company Party (except as may be specifically (and only to the extent) required to be disclosed by applicable Law or administrative or legal process or pursuant to any securities exchange rules), work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), understood that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Buyer Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by will notify the Company in consultation with Parent writing prior to any proposed disclosure of such Confidential Information in good faith, jeopardize the health and safety of any employee of order to enable the Company of its Subsidiaries in light of to seek an appropriate protective order; and (y) the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein Buyer Parties shall return to the contrary, Parent Company Parties all documents (and Merger Sub shall provide the reproductions thereof) supplied to any Buyer Party by any Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity Party. The foregoing covenants relating to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, confidentiality are in addition to those included in the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Prior Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination (a) Except as may be prohibited by Requirements of this Agreement, upon reasonable noticeLaw, the Company Seller shall (afford, and shall cause its Subsidiaries tothe Companies to afford, to the officers, employees and authorized representatives of the Buyer (including independent public accountants, financial advisors and attorneys) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, access during normal business hours, upon reasonable advance notice, to its the offices, properties, books, Contracts, personnel, Tax Returns employees and business and financial records (including via remote computer files, retrieval programs and similar documentation) located on the Owned Real Property or electronic meansthe Leased Real Property (to the extent they are not privileged) and shall furnish to the Buyer or its authorized representatives such additional information concerning the Company Group and relating primarily to the Business as shall be reasonably requested by the Buyer, in each case in order to conduct Phase I environmental site assessments, prepare pro forma financial statements for the Business, and to plan for an orderly transition of ownership and operation of the Business; provided, however, that (i) no member of the Company Group shall be required to violate any obligation of confidentiality to which such member or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.1(a), (ii) the Seller shall not be required to make available, or cause the Companies to make available, Business Employee personnel files to the extent disclosure is subject to limitations or requirements relating to employee data privacy laws, and (iii) in no event shall the Buyer be permitted to conduct any Phase II environmental site assessment or conduct any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any Facility. The foregoing Buyer agrees that any permitted investigation undertaken by the Buyer pursuant to the access granted under this Section 5.1(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business by any member of the Company Group, and that the Buyer and its affiliates and representatives shall not require contact or speak to any of the employees of the Company (a) Group without the prior written consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, no member of the Company Group or RDA shall be required to provide access to or otherwise make available or furnish any booksdisclose information where, Contracts or records if upon the advice of counsel, such access or disclosure would violate a confidentiality, nonjeopardize the attorney-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision client privilege of such information would in the good faith judgment party or contravene any Requirement of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementLaw.

Access to Information. Subject The Company shall, and shall cause each of its Subsidiaries to, afford to Applicable Law Parent and applicable contractual restrictionsits officers, from directors, employees, accountants, consultants, agents, legal counsel, financial advisors and other representatives (collectively, the date hereof “Representatives”), during the period prior to the earlier of the Effective Time or and the earlier termination of this Agreement pursuant to the terms of Section 7.1 of this Agreement, reasonable access, at reasonable times upon reasonable prior notice, to the officers, key employees, agents, 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 reasonably promptly to the Parent and its Representatives such information concerning the Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as may be reasonably requested, from time to time, by or on behalf of the Parent; provided, that any such access pursuant to this Section 5.2 shall be coordinated through one of the individuals listed on Schedule 5.2 of the Company Disclosure Letter. Parent and its Representatives shall conduct any such activities in such a manner as not to interfere unreasonably with the business or operations of the Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Company and its Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 5.2, the Company shall (and shall not be required to, or to cause any of its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide grant access to or otherwise make available or furnish information to Parent or any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the provision furnishing of such information would in is prohibited by law or an existing contract or agreement. Notwithstanding the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-clientforegoing, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide have access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee personnel records of the Company or any of its Subsidiaries relating to individual performance or evaluation records, medical histories or other information that in connection with the Merger Company’s good faith opinion the disclosure of which could subject the Company or any of the other transactions contemplated by this Agreementits Subsidiaries to risk of liability. Parent agrees that it will not, and shall provide the Company with an opportunity to participate in will cause its Representatives not to, use any such discussions. All requests for information made obtained pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition 5.2 for any purpose unrelated to the foregoing, at least one business member consummation of the senior management team Transactions. The Confidentiality Agreement dated as of June 1, 2007 between an Affiliate of Parent and the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss (the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the “Confidentiality Agreement.”) shall survive the execution and delivery of this Agreement and, subject to Section 7.2, shall apply to all information furnished thereunder or hereunder. 40

Access to Information. Subject to Applicable Law and applicable contractual restrictionsthe last sentence of this Section 6.04, from the date hereof to until the Effective Time or and subject to Applicable Law and the earlier termination of this Confidentiality Agreement, upon reasonable written prior notice, the Company shall (i) give to Parent, its counsel, financial advisors, auditors and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, access during normal business hourshours to the personnel, to its offices, properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic means). The foregoing shall not require the Company (aTax records) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed thatand the Company Subsidiaries, (iii) in the case of clauses (a) 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 and (b)iii) instruct its employees, that the Company shall give notice counsel, financial advisors, auditors and other authorized Representatives to cooperate with Parent in its investigation of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company Subsidiaries. Any investigation pursuant to this Section 6.04 shall use commercially reasonable efforts be conducted in such manner as not to obtain any consents interfere unreasonably with the conduct of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment business of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by and the Company Subsidiaries. No information or knowledge obtained in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus investigation pursuant to this Section 6.04 shall affect or be deemed to modify any COVID-19 Measuresrepresentation or warranty made by any party hereunder. Notwithstanding anything herein to the contrary, Parent and Merger Sub under no circumstances shall provide the Company, the Company with at least 24 hours prior notice before Parent, Merger Sub Subsidiaries or their respective Representatives acting on their behalf contacts be required to furnish any customerperson with, partneror be required to provide access to any person to, vendor, supplier or employee of information about the Company or any of its the Company Subsidiaries in connection with that is prohibited by any Applicable Law or contractual restraint enforceable upon the Merger Company or any of the other transactions contemplated by this AgreementCompany Subsidiaries, and shall provide or where such access to information would reasonably be expected to involve the Company with an opportunity to participate in waiver of any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of attorney-client privilege; provided that the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of inform Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf general nature of the Company document or its Subsidiaries pursuant information being withheld and reasonably cooperate with Parent to this Section 6.05 shall be kept confidential provide such document or information in accordance with a manner that would not result in a violation of Law or any such contractual restraint or the Confidentiality Agreementloss or waiver of such privilege.

Access to Information. Subject to Applicable Law (a)During the Interim Period, the Seller and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall provide the Buyer and its Representatives (including the R&W Insurer and its Representatives) with access to information regarding the Company Entities and their material operations, in each case, as reasonably requested by the Buyer, in each case, except for information (i) that the Seller reasonably believes the Seller or any Company Entity is prohibited from providing to the Buyer by reason of applicable Law or (ii) that constitutes, or allows access to, information protected by attorney-client privilege; provided, however, that such access shall cause its Subsidiaries to(A) afford Parentbe conducted at the Buyer’s officers and Parent’s other authorized Representatives reasonable accessexpense, during normal business hourshours and under the supervision of personnel of the Seller or the Company Entities, to its propertiesas applicable, books(B) not disrupt the normal operations of any Company Entity, Contracts(C) comply with all applicable Laws, personnel, Tax Returns including those regarding the exchange of competitively sensitive information and records (D) not include any invasive environmental sampling (including via remote soil, groundwater, surface water, air or electronic meanssediment sampling). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision All of such information would in shall be subject to the good faith judgment terms of the Company based on advice Confidentiality Agreement, the provisions of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) which are hereby incorporated into this Agreement and acknowledged by the Parties as a continuing obligation in the case of clauses (a) accordance with its terms. The Seller and (b), that the Company shall give notice to Parent instruct the Representatives of the fact that it is withholding such information or documents Seller and thereafter the Company and Parent to cooperate with the Buyer in its investigation of the Company. The Buyer shall use their respective reasonable best efforts not be permitted during the Interim Period to cause such information contact any Company Entity’s vendors, employees, customers or suppliers, or any Governmental Entities (except in connection with applications for Permits or Filings required to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and made prior to the extent that the provision of such information would reasonably be expected toClosing under this Agreement and, in such case, only in accordance with the judgment terms of this Agreement) regarding the operations or legal status of, or any such Person’s relationships with, any Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by Entity without receiving prior written consent from the Company in consultation Seller. The Seller will reasonably cooperate with Parent in good faith, jeopardize respect to the health and safety transfer of any employee of the Company of its Subsidiaries in light of the COVID-19 virus Permits or notifications required pursuant to any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries Permits in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the CompanyTransaction. Subject to Applicable Law the other terms of this Agreement and compliance with all applicable contractual restrictionsLaws, in addition the Parties shall cooperate to the foregoingdevelop a mutually agreeable post-signing communications plan regarding customers, at least one business member suppliers and employees of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementCompany.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) During the period commencing on the date hereof to and ending on the earlier of (i) the date on which the Effective Time or occurs and (ii) the earlier termination date on which this Agreement is terminated pursuant to Section 7.1, upon reasonable notice and in compliance with Law, the Company shall, and shall cause each of the Company Subsidiaries to, afford Parent and Merger Sub and their respective Representatives reasonable access during normal business hours to the officers, directors, senior management personnel, accountants, properties, systems, network, books and records of the Company and the Company Subsidiaries (excluding those books and records relating to the negotiation of this Agreement and the process leading to the execution of this Agreement) and, upon reasonable noticeduring such period, the Company AGF Entities shall furnish promptly to Parent and Merger Sub all material information concerning their business, properties and personnel as Parent and Merger Sub may reasonably request; provided, that (and shall cause its Subsidiaries toA) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if may limit such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith reasonable judgment of the Company, any applicable Law requires it or the Company based on advice Subsidiaries to restrict access to any of outside counsel jeopardize any attorney-clienttheir business, work product properties, information or other legal privilege or protection personnel (it being agreed thatprovided, (i) in the case of clauses (a) and (b)however, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) endeavor to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub in a manner consistent with the Antitrust Laws), (B) such access shall provide not unreasonably disrupt the Company’s or any of the Company with Subsidiaries’ operations, (C) review of the information received by Parent pursuant to this Section 5.2(a) shall be conducted at least 24 hours prior notice before Parent’s expense, (D) all documents or other information subject to attorney-client privilege and work-product doctrine shall be provided under a joint defense or common-interest privilege, to the extent applicable, and Parent, Merger Sub and the applicable AGF Entities shall enter into such documentation as may reasonably be required to evidence such privilege, and (E) such access shall be under the supervision of appropriate personnel of the AGF Entities. Subject to the foregoing, no AGF Entity shall be required to conduct, or permit Parent, Merger Sub or any of their respective Representatives acting on their behalf contacts to conduct, any customer, partner, vendor, supplier Phase II investigation or employee other environmental soil or groundwater investigation relating to any real property leased by any AGF Entity without the prior consent of the Company or any of its Subsidiaries in connection with applicable landlord to the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated extent required by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementReal Property Lease.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof of this Agreement until the Closing, Seller shall, and shall cause its Affiliates to (i) permit Purchaser and its Representatives to have reasonable access, in a manner so as not to interfere with the normal business operations of the Business, to all premises, properties, books, records (including Tax records) contracts and documents exclusively related to the Effective Time Business and (ii) furnish Purchaser with all financial, operating and other data and information related exclusively to the Business (including copies thereof), as Purchaser may reasonably request; provided, however, that Seller shall not be required to permit any inspection or other access, or to disclose any information that in the earlier termination reasonable judgment of Seller would: (A) result in the disclosure of any Trade Secrets or other competitively-sensitive information, (B) violate any obligation of Seller or its Affiliates with respect to confidentiality entered into prior to the date of this Agreement, (C) violate or result in the loss or material impairment of any information subject to the attorney-client privilege or the attorney work product doctrine or (D) violate any Legal Requirement. Without limiting the generality of the foregoing, Seller shall not be required to permit any inspection or other access to, or disclose any information regarding, any personnel file, human resources file, or other employment-related files maintained with respect to any Prospective Employee. Unless permitted by Seller in its sole discretion, Xxxxxxxxx agrees that it shall not undertake any environmental testing in connection with the access provided in this Section 6.3. Any such access will be provided or conducted during normal business hours upon reasonable noticeadvance notice to Seller, under the Company reasonable supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of Seller and its Affiliates. All requests by Purchaser for access pursuant to this Section 6.3 shall be submitted or directed exclusively to such individual or individuals as Seller may designate in writing from time to time (including in response to Purchaser’s request). Prior to the Closing, without the prior written consent of Seller, which will not be unreasonably withheld or delayed, none of Purchaser or any of its Affiliates shall contact any employees of, suppliers to or customers of the Business or any other person with a material business relationship with Seller or its Affiliates. Purchaser shall, and shall cause its Subsidiaries Affiliates to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require abide by the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as terms of the date hereof, (b) Confidentiality Agreement with respect to provide any access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions6.3 or otherwise, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the terms of such Confidentiality Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to of this Agreement until the Effective Time or the earlier termination of this AgreementTime, upon reasonable notice, (i) the Company shall give Parent and its authorized representatives (including counsel, financial advisors, accountants, banks, financial institutions, actuaries and shall cause its Subsidiaries toauditors) afford Parent’s officers and Parent’s other authorized Representatives reasonable full access, during normal business hours, hours to its properties, books, Contracts, personnel, Tax Returns all facilities and operations and to all books and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiariessubsidiaries, shall permit Parent to make such inspections as it may reasonably request and shall cause its officers and those of its subsidiaries to promptly furnish Parent with such financial and operating data and other information with respect to its business and properties as Parent may from time to time reasonably request and (ii) the Company shall, and shall cause each of its subsidiaries to, furnish promptly to Parent (a) a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws, (b) a copy of each report or other document filed with or otherwise provided to or received from a Governmental Authority or its staff, (c) a copy of each report or other document filed with or otherwise provided to or received from a rating agency or its staff and (d) all other information concerning its business, properties and personnel as Parent may reasonably request. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential held in confidence in accordance with the terms of the Confidentiality Agreement (the “Confidentiality Agreement”) between Parent and the Company dated March 15, 2007, the terms of which are hereby incorporated herein and shall survive the termination of this Agreement. Parent and the Purchaser shall not, and Parent shall cause its other subsidiaries and affiliates to not, without the prior written consent of the Board, propose to enter or enter into any Acquisition Transaction (except the Merger pursuant to this Agreement), make or in any way participate, directly or indirectly, in any solicitation of, or request for, proxies, consents or authorizations to vote, or seek to advise or influence any person with respect to the voting of any voting securities of the Company, take any action that might require the Company to make a public announcement regarding the possibility of any of the foregoing or request the Company to amend or waive any of the foregoing.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof Signing Date to the Effective Time Closing (or during the earlier termination Deferred Period in the case of this Agreementinformation and access related to the Dubai Business), Seller shall cause each Business Group Member to afford to Purchaser and its accountants, counsel and other representatives and Lenders reasonable access, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, notice during normal business hours, to its all the personnel, auditors, properties, books, Contracts, personnel, Tax Returns and records of each Business Group Member and the Business (including via remote or electronic means). The foregoing subject to customary access letters) and, during such period, shall not require furnish to Purchaser any information concerning any Business Group Member and the Company Business as Purchaser may reasonably request (a) to provide access to or otherwise make available or furnish other than any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and foregoing to the extent related to the negotiation and execution of this Agreement or any proposals from other parties relating to any competing or alternative transactions); provided, however, that Purchaser and its accountants, counsel and other representatives and Lenders shall conduct any such permitted activities in such a manner as not to interfere unreasonably with the provision business or operations of any Business Group Member; provided further, however, that (i) no Business Group Member shall be required to provide such information would access if Seller determines, in its reasonable judgment, that doing so could (A) violate applicable Law, an applicable Judgment or a Material Contract or (B) jeopardize the good faith judgment protection of the Company based on advice of outside counsel jeopardize any an attorney-clientclient privilege, attorney work product protection or other legal privilege or protection (it being agreed that, (i) in understood that Seller and the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company Business Group Members shall use commercially reasonable efforts to obtain any consents of Third Parties provide such access in a manner that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, does not violate any Applicable Law such Law, Judgment or Contract or jeopardize any such privilege or protection) and (dii) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of such access shall not include any employee of the Company of its Subsidiaries in light of the COVID-19 virus Phase II environmental investigations or any COVID-19 Measures. Notwithstanding anything herein to the contraryother environmental testing or sampling of, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parentor under any Owned Real Property or Leased Real Property by or on behalf of Purchaser, Merger Sub its accountants, counsel or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier its other representatives or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussionsLenders. All requests for information made pursuant to this Section 6.05 5.02 shall be directed to the Persons executive officer or other Person designated by the CompanySeller. Subject Nothing in this Section 5.02 or elsewhere in this Agreement shall be construed to Applicable Law and applicable contractual restrictionsrequire Seller or any of its Representatives to prepare any reports, in addition analyses, appraisals or opinions that are not readily available (it being understood that Seller shall not be required to the foregoingprepare any financial projections, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person forecasts or via teleconference any other prospective or other electronic means, with representatives of Parent pro forma financial information). No review or investigation by Purchaser or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries representatives pursuant to this Section 6.05 5.02 or otherwise shall be kept confidential operate as a waiver or otherwise affect the representations and warranties made by Seller pursuant to this Agreement or the remedies of Purchaser for breaches of those representations and warranties. For the avoidance of doubt and notwithstanding anything to the contrary in accordance with this Agreement, Xxxxxxxxx agrees that it shall not have any right to access to Personal Information in the Confidentiality Agreementpossession of Seller or any Subsidiary of Seller that does not relate to the business, operations, assets, properties or liabilities of the Business.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, During the period from the date hereof of this Agreement and continuing until the Closing, at reasonable times without causing unreasonable disruption to the Effective Time or Business, the earlier Sellers shall give the Purchaser and its authorized representatives full access to all personnel, offices and other facilities, and to all books and records of the Sellers (including, without limitation, Tax Returns and accounting work papers) and will permit the Purchaser to make, and will fully cooperate with regard to, such inspections in order to conduct, among other things, interviews of individuals and visual inspections of facilities as the Purchaser may reasonably require and will fully cooperate in such interviews and inspections and will cause the Sellers' officers to furnish to the Purchaser such financial and operating data and other information with respect to the Business and the Assets as the Purchaser may from time to time reasonably request. The Purchaser agrees that it will keep confidential all trade secrets and proprietary information of the Seller ("Confidential Information") learned as a consequence of the transactions contemplated hereby, and will similarly cause its respective representatives and agents to maintain such confidentiality. This confidentiality provision shall survive the Closing and any termination of this Agreement, upon reasonable noticebut shall become inoperative as to any Confidential Information (i) after the Closing, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that such Confidential Information is purchased by the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-clientPurchaser hereunder, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) which is or becomes generally available to the public other than as a result of a disclosure by a party to this letter of intent, or such party's representative, in the case violation of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access)this confidentiality provision, (ciii) which becomes available on a nonconfidential basis from a source other than the party to provide access to or otherwise make available or furnish any information if and to this letter of intent furnishing the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company Confidential Information or any of its Subsidiaries in connection with representatives, which source has believably represented that it is entitled to disclose such information, or (iv) which was already known on a nonconfidential basis prior to its disclosure by the Merger Sellers or any theirs representatives. In the event of a breach or threatened breach of the other transactions contemplated confidentiality provisions of this Section 5.2 by the Purchaser, the Sellers shall be entitled to institute legal proceedings to enforce the specific performance of this Agreement, Section 5.2 and to enjoin the Purchaser from any violation or further violation of this Section 5.2. The Purchaser acknowledges that the remedies at law for any breach of this Section 5.2 may be inadequate and that the Sellers shall provide be entitled to injunctive relief in the Company with an opportunity to participate in event of any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementbreach.

Access to Information. Subject (g) During the Interim Period, Seller shall, upon reasonable prior notice and during regular business hours, cause the Company Entities to Applicable Law afford Buyer, its Affiliates and applicable contractual restrictionstheir respective Representatives reasonable access to the personnel, facilities, properties, books and records of the Company Entities to the extent that Buyer reasonably believes necessary or advisable to familiarize itself with such properties and other matters and, during such period, Seller shall furnish to Buyer all financial and operating data and other information concerning the business and operations of the Company Entities as Buyer may reasonably request; provided, that such access shall only be upon reasonable notice, shall not disrupt personnel and operations of the Company Entities and shall be at Buyer’s sole cost and expense. Any access to the offices, facilities, properties, books and records of the Company Entities shall be subject to the following additional limitations: (i) Buyer, its Affiliates, and their respective Representatives, as applicable, shall give Seller notice of at least two (2) Business Days prior to conducting any inspections relating to any facility or property of the Company Entities, and a Representative of Seller shall have the right to be present when Buyer, its Affiliates or their respective Representatives conducts its or their inspections on such facility or property; (ii) none of Buyer, its Affiliates or their respective Representatives shall damage the property of any Company Entity or any portion thereof; and (iii) Buyer, its Affiliates, and their respective Representatives, as applicable, shall (A) use reasonable best efforts to perform all inspections in an expeditious and efficient manner; and (B) indemnify, defend and hold harmless Seller, its Affiliates, and each of their respective directors, managers, officers and employees, from the date hereof and against all Losses resulting from or relating to the Effective Time activities of Buyer, its Affiliates and their respective Representatives under this Section 5.2(a). The foregoing indemnification obligation shall survive the Closing or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub Seller shall not be required to provide the Company with at least 24 hours prior notice before Parentany access or information to Buyer, Merger Sub its Affiliates or any of their respective Representatives acting on their behalf contacts which Seller reasonably believes it is prohibited from providing by reason of applicable Law, which constitutes or allows access to information protected by attorney-client privilege, or which Seller is required to keep confidential or prevent access to by reason of any customer, partner, vendor, supplier or employee of the Company or Contract with any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementthird party.

Access to Information. Subject to Applicable Law (a) From and applicable contractual restrictions, from after the date hereof to the Effective Time or the earlier termination of this AgreementAgreement and until the Closing Date, upon Seller shall give, and cause the Acquired Companies to give, Buyer and its Representatives, reasonable notice, access during the Company shall (and shall cause its Subsidiaries to) afford Parentapplicable Acquired Company’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, without unduly interfering with the normal business operations of Seller or any Acquired Company and upon reasonable advance notice to its Seller, to the properties, premises, books, Contractscontracts, personnelcommitments, Tax Returns reports, records and records (including via remote other financial, operating and other data and information relating to the Business; provided, however, that the independent accountants of Seller or electronic means). The foregoing any of the Acquired Companies shall not require the Company (a) be obligated to provide make any working papers available to Buyer unless and until Buyer has signed a customary confidentiality and hold harmless agreement relating to such access to or otherwise make available or furnish working papers in form and substance reasonably acceptable to such independent accountants. Notwithstanding anything to the contrary in this Agreement, none of Seller nor any books, Contracts or records of its Affiliates shall be required to disclose any information to Buyer if such access disclosure would violate a confidentialityor could reasonably be expected to: (i) cause significant competitive harm to Seller, non-disclosure or other similar agreement the Acquired Companies and their respective businesses if the transactions contemplated in effect as of the date hereofthis Agreement are not consummated, (bii) to provide access to violate or otherwise make available prejudice the rights of Seller’s or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel Affiliate’s customers; (iii) jeopardize any attorney-client, work product client or other legal privilege available to Seller or protection its Affiliates; or (it being agreed thativ) contravene any applicable Law (including with respect to employee medical records, (iperformance evaluations and other confidential employee records) in or Order, fiduciary duty or binding agreement entered into prior to the case date of clauses (a) and (b)this Agreement; provided, however, that the Company shall give notice to Parent of the fact that it is withholding such information or documents Seller and thereafter the Company and Parent its Representatives shall use their respective commercially reasonable best efforts to cause such information make alternative arrangements to be provided afford access in a manner that would not reasonably be expected to violate result in loss or waiver of such restriction privilege, including entering into appropriate common interest or waive the applicable privilege similar agreements, contravene such Law or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain Order or breach fiduciary duty or any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and binding agreement. Prior to the extent that the provision of such information would reasonably be expected toClosing, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementBuyer shall, and shall provide the Company with an opportunity to participate in cause its Representatives to, only use any such discussions. All requests for information made obtained pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential 6.1(a) in accordance with the Confidentiality Agreement. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld conditioned or delayed, Buyer shall not contact any suppliers, customers, landlords or licensors of the Business as it relates to the Business (for the avoidance of doubt, Buyer and its Affiliates may contact any party relating to the business of Buyer or any of its Affiliates that is unrelated to the Business and without disclosing any information obtained pursuant to this Section 6.1(a)).

Access to Information. Subject to Applicable Law currently existing contractual and legal restrictions applicable contractual restrictions, from the date hereof to the Effective Time or Company (which the earlier termination of this AgreementCompany represents and warrants are not material with respect to TCI Group), and upon reasonable notice, the Company shall (and shall cause its Subsidiaries each TCI Group Member to) afford Parent’s officers to officers, employees, counsel, accountants and Parent’s other authorized Representatives representatives of Parent ("Parent Representatives") reasonable access, during normal business hourshours throughout the period prior to the Effective Time, to its properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic meansincluding, subject to execution of appropriate access letters, the work papers of independent accountants). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentialitynot to unreasonably interfere with the Company's business or operations, non-disclosure or other similar agreement in effect as and, during such period, shall (and shall cause each of the date hereofTCI Group Members to) furnish promptly to such Parent Representatives all information concerning its business, (b) to provide access to or otherwise make available or furnish any information if properties and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not personnel as may reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)requested, the Company shall use commercially reasonable efforts to obtain any consents of Third Parties provided that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made no investigation pursuant to this Section 6.05 7.6 shall affect or be directed deemed to modify any of the Persons designated respective representations or warranties made by the Company. Subject to Applicable Law currently existing contractual and legal restrictions applicable contractual restrictionsto Parent (which Parent represents and warrants are not material), in addition and upon reasonable notice, Parent shall (and shall cause its Significant Subsidiaries to) furnish to the foregoingto officers, at least one business member of the senior management team employees, counsel, accountants and other authorized representatives of the Company will use reasonable best efforts ("Company Representatives") such information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to meet, whether in person this Section 7.6 shall affect or via teleconference be deemed to modify any of the respective representations or other electronic means, with representatives warranties made by Parent. Each of Parent and the Company agrees that it will not, and will cause the Parent Representatives or its Affiliates Company Representatives, as the case may be, not less than monthly to, use any information obtained pursuant to discuss this Section 7.6 for any purpose unrelated to the operations consummation of the transactions contemplated by this Agreement. All information obtained pursuant to this Section 7.6 shall be subject to the Confidentiality Agreement, which shall remain in full force and effect until consummation of the Merger or, if the Merger is not consummated, for the period specified therein; provided, however, that neither Parent nor the Company shall be precluded 60 from making any disclosure which it deems required by law in connection with the Merger. All requests for access to the Company and the TCI Group Members pursuant to this Section 7.6 shall be made through the representatives of the Company and its Subsidiaries. All such information provided by or behalf named in Section 7.6 of the Company or Disclosure Statement, and all requests for information to Parent and its Significant Subsidiaries pursuant to this Section 6.05 7.6 shall be kept confidential made through the representatives of Parent named in accordance with Section 7.6 of the Confidentiality AgreementParent Disclosure Statement.

Access to Information. Subject From the date of this Agreement until the Initial Closing, subject to Applicable the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Seller will allow the Purchaser and its Representatives, and potential financing sources, at the Purchaser’s sole expense and in accordance with the procedures to be agreed upon by the parties, access through an Authorized Seller Representative and upon reasonable notice and during normal working hours to (a) such materials and information about the Business as the Purchaser may reasonably request, and (b) specified members of management of the Business as the parties may reasonably agree. Notwithstanding the foregoing, the Purchaser expressly acknowledges and agrees that (i) during any period of regulatory review, including pursuant to applicable Antitrust Laws, access to materials and information about the Business will be limited as required by applicable Law and applicable contractual restrictionsOrders; and (ii) it will not, from and will cause its Affiliates to not, contact or otherwise communicate with, either orally or in writing, any employee, officer, director, distributor, partner, customer or supplier of the date hereof Business (including, for such purpose, any employee of the Acquired Companies or the Seller Group who provides any service to the Effective Time Business) without the prior written consent of the Seller, which consent may be provided by electronic mail confirmation by an Authorized Seller Representative. To the extent discussions with respect to the Contemplated Transactions with distributors, partners, customers or suppliers of the Business shall take place prior to the Initial Closing Date, the Seller shall be entitled to have a representative present in all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the access granted under this Section 5.2 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business or the earlier termination other businesses of the Seller and its Affiliates. The investigation contemplated by this Section 5.2 shall not affect or otherwise diminish or obviate in any respect, or affect the Purchaser’s right to rely upon, any of the representations, warranties or covenants of the Seller or the indemnification rights of the Purchaser contained in this Agreement. Notwithstanding anything to the contrary in this Agreement, upon reasonable notice, neither the Company Seller nor any of its Affiliates shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) be required to provide access to or otherwise make available or furnish any books, Contracts or records if disclose information where such access or disclosure would violate a confidentialityjeopardize attorney-client privilege or contravene any applicable Laws or Orders and counsel has so advised the Seller or its Affiliates in writing, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent it being understood that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent Seller shall use their respective reasonable best efforts Reasonable Efforts to cause allow for such information to be provided access or disclosure (or as much of it as possible) in a manner that would does not reasonably be expected to violate such restriction or waive the applicable jeopardize attorney-client privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain contravene any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementLaws.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to the Effective Time or until the earlier of the termination of this AgreementAgreement or the Effective Time, upon reasonable notice, the Company Parent shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hourshours and upon reasonable prior notice, (a) give to the 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 its propertiesreasonably cooperate with the Company in such access; provided, bookshowever, Contracts, personnel, Tax Returns and records that (including via remote or electronic means). The i) the foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries to permit access to (A) any information that is subject to attorney-client privilege or similar privilege or the work product doctrine, (B) any information that in connection with the Merger 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 of the other transactions contemplated by this Agreement, and shall provide the Company committee thereof) with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition respect to the foregoing, at least one 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 normal business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives operations of Parent or its Affiliates not less than monthly Subsidiaries and (iii) any access to discuss the operations properties of the Company Parent and its Subsidiaries. All such information provided by Subsidiaries will be subject to Parent’s reasonable security measures and policies and will not include the right to sample soil, sediment, groundwater, surface water, air or behalf of the Company building materials or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementconduct any other environmental sampling.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof Sellers shall afford --------------------- to the Effective Time or the earlier termination officers, employees and authorized representatives of this AgreementBuyer (including, upon without limitation, independent public accountants, attorneys, financial advisors and other consultants and advisors) reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, access during normal business hours, upon reasonable advance notice, to its the offices, properties, books, Contracts, personnel, Tax Returns employees and business and financial records (including via remote computer files, retrieval programs and similar documentation) of the Business to the extent Buyer shall reasonably deem necessary or electronic means). The foregoing desirable and shall furnish to Buyer or its authorized representatives such additional information concerning the Business as shall be reasonably requested; provided, however, that -------- ------- Sellers shall not require be required to violate any obligation of confidentiality to any Person who is not an Affiliate of Sellers or Viskase Brazil to which Sellers or Viskase Brazil is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1 (it being understood that ----------- this limitation shall not apply in the Company (a) case of any liabilities and claims to provide access be assumed by Buyer pursuant to or otherwise make available or furnish any booksSection 2.3(d)); and -------------- provided further, Contracts or records if such access would violate a confidentialityhowever, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and that to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) -------- ------- ------- applies in the case of clauses (a) and (b)other matters, that the Company respective Seller and Buyer shall give notice enter into a confidentiality and common interest agreement, similar to Parent the Confidentiality and Common Interest Agreement dated as of May 26, 2000 between Buyer and Parent, relating to such other matters. Notwithstanding the foregoing, it is understood and agreed that all requests for access pursuant to this Section 7.1 shall be submitted or directed exclusively to Xxxxxx X. ----------- Xxxxxxx and, without his prior approval (which shall not be unreasonably withheld or delayed), Buyer shall not initiate, or cause to be initiated, communication with any employee or customer of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and Companies with respect to the extent that the provision Business and a representative of such information would reasonably Seller shall be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health given reasonable advance notice and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an a reasonable opportunity to participate in any such discussionsapproved communication. All requests for information made Buyer agrees that such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Viskase Brazil or Sellers. If in the course of any investigation pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions7.1, Buyer's officers, employees or authorized representatives ----------- discover any breach of any representation or warranty contained in addition to the foregoingthis Agreement, at least one business member of the senior management team of the Company or any circumstance or condition that upon Closing would constitute such a breach, Buyer covenants that it will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementpromptly so inform Sellers.

Access to Information. Subject to Applicable Law and applicable contractual restrictionsThe Company shall, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) Subsidiaries, on the one hand, and Parent shall, and shall cause the Parent Subsidiaries, on the other hand, to afford Parent’s officers to the other Party and Parent’s other authorized Representatives to its respective Representatives, reasonable access, during normal business hourshours 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’ or the SpinCo Business’s (as applicable) normal operations, the properties, books, Contracts, personnel, Tax Returns the SpinCo Business Records and records (including via remote appropriate senior-level employees of Parent and the Parent Subsidiaries or electronic means). The foregoing shall not require the Company and its Subsidiaries (related to the SpinCo Business), including the SpinCo Entities (as applicable), as such Party and its Representatives may reasonably request for the purposes of furthering the transactions contemplated by this Agreement or integration planning and preparing for the operation of Parent and the Surviving Corporation post-Closing; provided that (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as investigation shall only be upon reasonable notice and at the sole cost and expense of the date hereof, investigating Party; (b) no Party or its Representatives shall be permitted to provide perform any environmental testing or sampling, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions without the prior written consent of the other applicable Party; (c) no Party or its Representatives shall be entitled to access any employee-related or employee benefit-related files or records of another Party, including individual performance or evaluation records, medical histories, workers compensation records, drug testing results, or other sensitive personal information; and (d) that nothing in this Agreement shall require any Party to permit any inspection or otherwise make available or furnish disclose any information if and to any other Party that (i) would unreasonably interfere with the extent that the provision conduct of such information 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 in 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 good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product client privilege or other legal disclosure privilege or protection to such Party (it being agreed that, (i) in the case of clauses (a) and (b), provided that the Company shall give notice Party that would otherwise be required to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such disclose information to be provided in a manner that would not reasonably be expected the other shall take any and all reasonable action necessary to violate permit such restriction or waive the applicable disclosure without such loss of privilege or protection and (ii) in violation of agreement, policy, Law or other restriction, including through the case use of clause (a), the Company shall use commercially reasonable efforts to obtain any consents required consent or waiver to the disclosure of Third Parties that are necessary such information from any third party and through the implementation of appropriate and mutually agreeable “clean room” or other similar procedures designed to permit limit any such accessadverse effect of sharing such information by each Party). Parent and the Company may, as it deems advisable, reasonably designate any competitively sensitive information as “clean team” or “outside counsel only” material or with similar restrictions. Notwithstanding anything in this Section 7.7 to the contrary (but without limiting the Company’s obligations under this Agreement, including Section 7.4), (c) the Company and SpinCo shall not be required to provide access to to, or otherwise make available or furnish any disclosure with respect to, any information if and of or to the extent that relating to the provision of such information would reasonably be expected toCompany, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus Affiliates or any COVID-19 Measuresof their respective businesses, other than information to the extent relating to the SpinCo Business, the SpinCo Entities, the SpinCo Business Assets or the SpinCo Liabilities. Notwithstanding The Parties hereby agree that, notwithstanding anything herein in this Section 7.7 to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee provisions of the Company or any of its Subsidiaries in connection with Confidentiality Agreement and, to the Merger or any extent applicable, the procedures set forth on Section 7.7 of the other transactions contemplated SpinCo Disclosure Schedule shall apply to all information and material furnished by any Party or its Representatives thereunder and hereunder. The Confidentiality Agreement shall survive any termination of this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant such access to this Section 6.05 any Party shall be directed the Persons designated by the Company. Subject made to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent such Party or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementdesignated Representative.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) Between the date hereof to the Effective Time or the earlier termination of this AgreementAgreement and the Closing Date, Seller will, during ordinary business hours and upon reasonable notice, (i) give Buyer and Buyer’s Representatives reasonable access to the Company shall Purchased Assets to which Buyer is not denied access by Law and to which Seller has the right to grant access without the consent of any other Person (and shall cause its Subsidiaries toin the case where consent of another Person is required, only on such terms and conditions as may be imposed by such other Person); (ii) afford Parentpermit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; and (iv) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed by Seller with, or received by Seller from, any Governmental Entity; provided, however, that (A) any such investigation will be conducted in such a manner as not to interfere unreasonably with the operation of the Business or any other Person, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s officers Representatives while present on any of the Purchased Assets or other premises to which Buyer is granted access hereunder (including restoring any such premises to the condition substantially equivalent to the condition such premises were in prior to any such investigation), (C) Seller will not be required to take any action which would constitute a waiver of the attorney-client privilege, and Parent’s (D) Seller need not supply Buyer with any information which Seller is under a contractual or other authorized Representatives reasonable accesslegal obligation not to supply; provided, during normal business hourshowever, if Seller relies upon clauses (C) or (D) as a basis for withholding information from disclosure to Buyer, to its propertiesthe fullest extent possible without causing a waiver of the attorney-client privilege, booksor a violation of a contractual or legal obligation, Contractsas the case may be, personnelSeller will provide Buyer with a description of the information withheld and the basis for withholding such information. Notwithstanding anything in this Section 7.2 to the contrary, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (ax) to provide no Buyer Party will have access to or otherwise make available or furnish any books, Contracts or personnel and medical records if such access would violate a confidentialitycould, non-disclosure or other similar agreement in effect as Seller’s good faith judgment, subject Seller to risk of the date hereof, (b) to provide access to liability or otherwise make available violate the Health Insurance Portability and Accountability Act of 1996, and (y) any investigation of environmental matters by or furnish any information if on behalf of Buyer will be limited to visual inspections and to the extent that the provision of such information would site visits commonly included in the good faith judgment scope of “Phase 1” level environmental inspections, and no Buyer Party will have the Company based on advice of outside counsel jeopardize right to perform or conduct any attorney-clientother sampling or testing at, work product in, on, or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or underneath any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementPurchased Assets.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof until the Closing, Seller shall (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, Books and Records, Assigned Contracts and other documents and data related to the Effective Time Business; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the earlier termination Representatives of Seller to cooperate with Buyer in its investigation of the Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller's personnel and in such a manner as not to interfere unreasonably with the conduct of the Business or any other businesses of Seller. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Seller in this Agreement. All requests by Buyer for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Xxxx Xxxxxxxxx or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, Seller shall not be required to disclose any information to Buyer if it is reasonably foreseeable that such disclosure would, in Seller’s reasonable judgment: (x) cause significant competitive harm to Seller and its 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 or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, upon reasonable noticewithout the prior written consent of Seller, which shall not be unreasonably withheld, Buyer shall not contact any suppliers to, or customers of, the Company Business in connection with the transactions contemplated hereby, and Buyer shall (not perform invasive or subsurface investigations of the Real Property. Buyer shall, and shall cause its Subsidiaries Representatives to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require abide by the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as terms of the date hereof, (b) Confidentiality Agreement with respect to provide any access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement6.02.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof of this Agreement until the Closing, TDY will, and will cause the Transferred Subsidiaries to, give Buyer and its Representatives reasonable access to the Effective Time Transferred Tungsten Materials Books and Records and to such personnel, offices and other facilities and properties of TDY (in respect of the Tungsten Materials Business) and the Transferred Subsidiaries and to furnish such other information in respect of the operation of the Tungsten Materials 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 Xxxx Xxxxxx, Commercial and General Business Counsel, 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 advance notice to TDY, and in such a manner as not to interfere unreasonably with the earlier termination operation of any business conducted by TDY or any Transferred Subsidiary; 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 without TDY’s written approval, determined in TDY’s sole discretion. All such information and access shall be subject to the terms and conditions of the confidentiality agreement dated July 3, 2013, between Buyer and Xxxxxxx, Sachs & Co. on behalf of ATI (the "Confidentiality Agreement"). Notwithstanding anything to the contrary in this Agreement, upon neither TDY nor its Affiliates shall be required to disclose to Buyer or its Representatives any information (i) related to the Sale Process or TDY’s, ATI's or its Representatives' evaluation thereof including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Tungsten Materials Business without being primarily prepared for the Sale Process, (ii) if doing so presents a reasonable noticerisk of violating any Contract or Law to which TDY, ATI or any of their Subsidiaries is a party or to which it is subject or which it believes in good faith could result in a loss of the Company shall ability to successfully assert a claim of Privilege, (iii) if TDY, ATI or any of their Subsidiaries, on the one hand, and shall cause Buyer or any of its Subsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto or (iv) if TDY, ATI or any of their Subsidiaries to) afford Parent’s officers reasonably determines in good faith that such information is competitively sensitive. Notwithstanding the foregoing, TDY and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing Affiliates shall not require the Company (a) be required to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect information as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that it relates to the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)Excluded Businesses, the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to Excluded Assets or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementRetained Liabilities.

Access to Information. Subject From the Effective Date until the Closing, Seller shall provide Buyer and its Representatives reasonable access to Applicable Law and applicable contractual restrictionsthe right to inspect the properties, from the date hereof assets, premises, Books and Records, Assigned Contracts and other documents and data related to the Effective Time or the earlier termination of this AgreementBusiness, at Buyer’s expense, during normal business hours upon reasonable noticeadvance notice to Seller, under the Company shall (supervision of Seller’s personnel and in such a manner as not to interfere with the conduct of the Business or any other businesses of Seller. Buyer shall, and shall cause its Subsidiaries Representatives to) afford Parent’s officers , comply with all safety and Parent’s security requirements imposed by Seller. All requests by Buyer for access pursuant to this Section 6.03 shall be submitted or directed exclusively to Xxxxxxxx Xxxxx or such other authorized Representatives reasonable accessindividuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing Seller shall not require the Company (a) be required to provide access disclose any information to or otherwise make available or furnish any books, Contracts or records Buyer if such access would violate a confidentialitydisclosure would, non-disclosure or other similar agreement in effect as of Seller’s sole discretion: (x) cause significant competitive harm to Seller and its businesses, including the date hereofBusiness, if the transactions contemplated by this Agreement are not consummated; (by) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product client or other legal privilege privilege; or protection (it being agreed thatz) contravene any applicable Law, fiduciary duty or contractual obligation. Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not directly or indirectly contact or communicate with any officer, director, employee, supplier, customer, subcontractor, partner, financing source, or other business relation of Seller or its Affiliates (iexcept Xxxxxxxx Xxxxx to the extent permitted by this Section 6.03 or the Confidentiality Agreement) regarding the Transactions, the operations, prospects or finances of the Business or to seek any information in connection therewith from such Person. Notwithstanding the case preceding sentence, during the period commencing on the Initial Drop Dead Date and ending on the earlier to occur of clauses (a) the termination of this Agreement and (b) 12:01 a.m. PT on the Closing Date (the “Extension Period”), if applicable, and subject to applicable Law, Seller shall provide Buyer and its Representatives reasonable opportunity to consult with the Business’s management employees regarding operational matters of the Business; provided that the Company shall give (A) Buyer must provide advance written notice to Parent Seller of the fact that it is withholding its desire to meet with such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts management employees to cause discuss such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection operational matters; and (iiB) in the case of clause (a), the Company Seller shall use commercially reasonable efforts have an opportunity to obtain have a Representative present at any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measuresmeeting. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementBuyer shall, and shall provide cause its Representatives to, abide by the Company terms of the Confidentiality Agreement with an opportunity respect to participate in any such discussions. All requests for access or information made provided pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement6.03.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means)DUE DILIGENCE; CONFIDENTIALITY. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact HomeFed acknowledges that it is withholding the Development Manager (the "Development Manager") of the Companies' San Elijo Hills project (the "Project") pursuant to the Development Management Agreement dated as of August 14, 1998 between HomeFed 18 and San Elijo Hills Development Company, LLC (the "Development Management Agreement") and in that capacity has material non-public information concerning the Companies. If additional information concerning the Companies is required by HomeFed, prior to the Closing Date, HomeFed shall be entitled, through its employees, agents and representatives, to make such information reasonable investigation of the assets, liabilities, financial condition, Properties, business and operations of the Companies as HomeFed may reasonably deem necessary or documents appropriate, and thereafter for such purposes to have access to the Company Books and Parent Records and Contracts and facilities of the Companies, and access to the personnel of the Companies, and LUK with respect to the Companies, including an examination of the corporate records and minute books, financial statements and projections, insurance department filings, reports and examinations, summaries of pending litigation, tax returns, accounting methods, business plans and prospects, in each case wherever located, of the Companies. Any such investigation, access and examination shall use be conducted during regular business hours upon reasonable prior notice and under other reasonable circumstances, and LUK, the Companies and their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection employees, agents and (ii) in the case of clause (a)representatives, the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or including their respective Representatives acting on their behalf contacts any customercounsel and independent public accountants, partner, vendor, supplier or employee of the Company or any of its Subsidiaries shall cooperate fully with such employees and representatives in connection with such investigation, access and examination. HomeFed shall hold such documents and other material, including information concerning LUK and the Merger or any of the Companies, in confidence. HomeFed shall hold all documents and other transactions contemplated by material and information described in this AgreementSection 7.3 relating to LUK's tax positions, information, analyses, returns, filings, and shall provide the Company with an opportunity to participate similar matters in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential confidence in accordance with the Confidentiality Agreementterms and conditions of this Section without regard to the term thereof, unless such document, other material or information (i) was generally known and available in the public domain at the time of disclosure or subsequently becomes generally known and available in the public domain through no fault of HomeFed, (ii) was received by HomeFed from a third party having no obligation of confidentiality to LUK, or (iii) is required to be disclosed by operation of Law.

Access to Information. Subject to Applicable Law Section 5.4 and applicable contractual restrictionsLaw, from the date hereof prior to the Effective Time earlier of the Closing Date or the earlier termination of this AgreementAgreement pursuant to Article VII, upon reasonable prior notice, Seller shall cause its officers, managers, directors, employees, auditors and other agents to afford the Company officers, managers, directors, employees, auditors, advisors and other agents (collectively, “Representatives”) of Buyer reasonable access during normal business hours to the Representatives, properties, offices and other facilities of Seller and its Affiliates (in respect of the Business), and its and its Affiliates’ respective books and records (solely to the extent in respect of the Business), and shall furnish Buyer with such existing financial, operating and other data and information solely to the extent related to the Business, as Buyer, through its Representatives, may reasonably request (in each case, other than any Form I-9 and any Personnel File of any Business Employee). In exercising its rights hereunder, Buyer shall, and shall cause its Subsidiaries Representatives to) afford Parent’s officers , conduct itself and Parent’s other authorized Representatives reasonable access, during normal business hours, themselves so as not to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require interfere in the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as conduct of the date hereof, (b) to provide access to Business or otherwise make available the other businesses of Seller or furnish any information if and its Affiliates prior to the extent Closing. Buyer acknowledges and agrees that any contact by Buyer, its Affiliates and/or their Representatives with Representatives of Seller or its Affiliates hereunder shall be arranged and supervised by Representatives of Seller, unless Seller otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the provision contrary set forth in this Agreement, neither Seller nor any of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize its Affiliates shall be required to disclose to Buyer, its Affiliates or any attorney-client, work product or other legal privilege or protection (it being agreed that, Representative thereof any (i) information, if doing so (A) in the case of clauses (a) and (b)Seller’s good faith determination, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction any Law or waive obligation of confidentiality owed by Seller or its Affiliates to a Third Party, or any fiduciary obligation, (B) could reasonably be expected to result in a loss of the applicable ability to successfully assert a claim of privilege or protection (including the attorney-client and (iiwork product privileges) in the case good faith opinion of clause Seller or any of its Affiliates, as applicable, (a), C) would result in the Company disclosure of any competitively sensitive information unrelated to the Business of Seller or any of its Affiliates or (D) would result in the disclosure of any information set forth in Section 2.2(s) of the Seller Disclosure Letter; provided that Seller shall use commercially reasonable efforts to obtain any consents waivers or make other arrangements (including redacting information or making substitute disclosure arrangements) that would enable disclosure to Buyer or its Representatives to occur without contravening such Law, obligation of Third Parties that are necessary to permit confidentiality, or fiduciary obligation, disclosing such access), (c) to provide access to or otherwise make available or furnish any competitively sensitive information if and unrelated to the extent Business, or jeopardizing such privilege, and (ii) Tax Return that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company includes Seller or any of its Subsidiaries in connection with the Merger Affiliates or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementTax-related work papers.

Access to Information. (a) Subject to Applicable the restrictions of any applicable Law or contractual undertaking and any applicable contractual restrictionsprivileges (including attorney-client privilege), from between the date hereof of this Agreement and the Closing, Seller shall (i) give Buyer and its authorized representatives reasonable access to the Effective Time or books, records, work papers, offices and other facilities and properties of the earlier termination Business and the Company, (ii) permit Buyer to make such inspections and copies thereof as Buyer may reasonably request, and (iii) cause the officers of this Agreementthe Business to furnish Buyer with such financial and operations data and other information with respect to the Business as Buyer may reasonably request; provided, upon reasonable noticehowever, the Company that any such investigation shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, be conducted during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require hours under the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as supervision of the date hereof, (b) to provide access to applicable personnel of Seller or otherwise make available or furnish any information if its Affiliates and to not interfere unreasonably with the extent that the provision of such information would in the good faith judgment operations of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) Business and in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected as to violate such restriction or waive maintain the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety confidentiality of any employee such aspects of this Agreement and the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates Agreement as have not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential been publicly disclosed in accordance with the Confidentiality Agreement. Notwithstanding the foregoing, without the prior written consent of Seller, Buyer and its counsel, environmental consultants, investment bankers, financial sources, lenders and other representatives shall not be permitted, prior to the Closing, to conduct any environmental assessments, studies, investigations, monitoring, or other inquiries pertaining to Environmental Laws or Hazardous Substances and relating to the Business Real Property, including any Phase I environmental site assessment, Phase II environmental site assessment, or invasive sampling of soil, groundwater, air, any other environmental media, or building materials or equipment. Further, Buyer shall have no right of access to, and none of Seller or any of its Affiliates will have any obligation to provide, any information the disclosure of which would reasonably be expected to jeopardize any evidentiary privilege available to Seller or any of its Affiliates.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof until the Closing Date and subject to applicable Laws and Section 7.4, Parent shall be entitled, through its officers, employees and Representatives (including its legal advisors and accountants), to have such access to the Effective Time or personnel, accountants, properties, businesses and operations of the earlier termination Company and its Subsidiaries and such examination of this Agreementthe Contracts, books and records of the Company and its Subsidiaries as it reasonably requests upon reasonable noticeadvance written notice (including, for the avoidance of doubt, in connection with obtaining representation and warranty insurance). 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. The Company shall cause the officers, employees, consultants, agents, accountants, attorneys and other Representatives of the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers to cooperate with Parent and Parent’s other authorized Representatives in connection with such access and examination, and Parent and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable access, efforts to minimize any disruption to the business. Any disclosure during normal business hours, such investigation to Parent or its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing Representatives shall not require constitute any enlargement or additional representation or warranty of the Company (abeyond those specifically set forth in Article IV. Notwithstanding anything in this Section 7.5(a) to provide access to or otherwise make available or furnish any booksthe contrary, Contracts or records if no such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and examination shall be permitted to the extent that the provision of such information would in the good faith judgment it (i) relates to interactions with other prospective buyers of the Company based on advice or the negotiation of outside counsel jeopardize any attorney-clientthis Agreement and the transactions contemplated hereby, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in would unreasonably disrupt the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee operations of the Company or any of its Subsidiaries in connection with or (iii) would require the Merger Company or any of its Subsidiaries to disclose information that, in the other transactions contemplated by this Agreement, reasonable judgment and shall provide the Company with an opportunity good faith of counsel to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject , is subject to Applicable attorney-client privilege or conflicts with any applicable Law and applicable contractual restrictions, in addition or confidentiality obligations to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of which the Company or any of its Subsidiaries pursuant is bound; provided, that, in the case of (iii), Parent and the Company shall cooperate and use commercially reasonable efforts to this Section 6.05 shall be kept confidential provide for information or access in accordance with the Confidentiality Agreementa manner that does not jeopardize any such privilege, or violate any applicable Law or confidentiality obligation.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) From the date hereof to until the Effective Time or the earlier termination of this AgreementClosing, upon reasonable noticenotice to the Sellers, the Company shall (Sellers shall, and shall cause its the Companies and the Company Subsidiaries toto (i) afford Parent’s officers the Purchaser and Parent’s other its authorized Representatives reasonable accessaccess to the offices, properties and books and records (in whatever form or medium, including electronic copies) of the Companies and the Company Subsidiaries and (ii) furnish to the Purchaser and authorized Representatives of the Purchaser such additional financial and operating data and other information regarding the Companies and the Company Subsidiaries (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, under the supervision of the personnel of the applicable Company or Company Subsidiary and in such a manner as not to its properties, books, Contracts, personnel, Tax Returns interfere unreasonably with the normal operations of the Companies and records (including via remote or electronic means). The foregoing shall not require the Company (a) Subsidiaries. Notwithstanding anything to the contrary in this Agreement, none of the Companies or the Company Subsidiaries shall be required to provide any such access or disclose any such information to or otherwise make available or furnish any books, Contracts or records the Purchaser if such access would violate a confidentialitydisclosure would, non-disclosure or other similar agreement in effect as of the date hereofSellers’ reasonable discretion, (bA) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product client or other legal privilege or protection (it being agreed that, (iB) in contravene any applicable Law or applicable stock exchange regulation or binding agreement entered into prior to the case date hereof. When accessing any of clauses (a) and (b), that the properties of the Companies or the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)Subsidiaries, the Company Purchaser shall, and shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected cause its Representatives to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation comply with Parent in good faith, jeopardize the health all safety and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measuressecurity requirements for such property. Notwithstanding anything herein to the contrarycontrary in this Agreement, Parent and Merger Sub shall provide neither the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or Purchaser nor any of its Subsidiaries in connection with the Merger Representatives shall be allowed to sample or analyze any soil or groundwater or other environmental media, or any building material, without the express written consent of the other transactions contemplated by this AgreementSellers, which consent may be withheld in the sole and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member absolute discretion of the senior management team Sellers, provided, that this sentence shall not prohibit the completion of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementcustomary “Phase I” environmental site assessments.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to the Effective Time or the earlier termination of this AgreementClosing Date, upon reasonable notice, the Company Seller shall (and shall cause its Subsidiaries the Company Group to: (i) afford Parent’s officers Buyer and Parent’s 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 authorized Representatives reasonable accessdata related to the Company Group; and (ii) furnish Buyer and its representatives and the Debt Financing Sources with such financial, operating and other data and information related to the Company Group as Buyer may reasonably request; provided, however, that any such investigation shall be conducted during normal business hours, upon reasonable advance notice to its propertiesSeller, books, Contracts, personnel, Tax Returns under the supervision of Seller’s personnel and records (including via remote or electronic means). The foregoing shall in such manner as not require to interfere with the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment normal operations of the Company based on advice of outside counsel jeopardize any attorney-client, work product Group. All requests by Buyer for access pursuant to this Section 4.5 shall be submitted or directed exclusively to Xxxxx Xxxx or such other legal privilege or protection (it being agreed that, (i) individuals as Seller may designate in the case of clauses (a) and (b), that the Company shall give notice writing from time to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measurestime. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide neither Seller nor the Company with at least 24 hours Group shall be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (A) jeopardize any attorney-client or other privilege; or (B) contravene any applicable Law, fiduciary duty or agreement entered into prior notice before Parentto the date of this Agreement. Prior to the Closing Date, Merger Sub without the prior written consent of Seller, which may not be unreasonably withheld, delayed or their respective Representatives acting on their behalf contacts conditioned, Buyer shall not contact any customersuppliers to, partneror customers of, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementGroup. Buyer shall, and shall provide use its Reasonable Best Efforts to cause its representatives and the Company Debt Financing Sources to, abide by the terms of Section 4.4 hereof with an opportunity respect to participate in any such discussions. All requests for access or information made provided pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement4.5.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company A&M shall (and shall cause each of its Subsidiaries to) afford Parent’s officers to officers, employees, counsel, accountants and Parent’s other authorized Representatives representatives of Parent ("PARENT REPRESENTATIVES") reasonable access, during normal business hourshours throughout the period prior to the Closing Date, to its properties, books, Contracts, personnel, Tax Returns books and records (including via remote related to the Assets or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any booksBusiness, Contracts or records if such access would violate a confidentialitynot to unreasonably interfere with A&M's business or operations, non-disclosure or other similar agreement in effect as of the date hereofand, during such period, shall (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company each of its Subsidiaries in light of to) furnish promptly to such Parent Representatives all information concerning the COVID-19 virus Assets or the Business as may reasonably be requested and Purchaser shall have the right to speak with Sellers' landlords under the Leases and vendors; provided, however, that access to the Restaurants and discussions with any landlord under any Lease (other than with respect to any proposed amendments to the Leases) or any COVID-19 Measures. Notwithstanding anything herein vendor shall be scheduled in advance with, and subject to the contraryprior approval, Parent not to be unreasonably withheld, conditioned or delayed, of A&M and Merger Sub A&M shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with have an opportunity to participate in such discussions; and provided further that A&M shall be advised of any discussions with any landlord under any Lease with respect to any proposed amendments to the Leases and shall have an opportunity to participate in such discussions. All requests for information made obtained pursuant to this Section 6.05 4.1.7 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition subject to the foregoingConfidentiality Agreement, at least one business member of which shall remain in full force and effect until the senior management team of Closing or, if the Company will use reasonable best efforts to meetClosing does not occur, whether in person or via teleconference or other electronic means, with representatives of for the period specified therein. Parent or its Affiliates acknowledges A&M's interest that the Parent Representatives' investigations be as discreet as possible and not less than monthly to discuss unduly disrupt the operations of A&M, and Parent will work diligently to complete the Company Parent Representatives' investigations in a timely manner so long as A&M cooperates in making the records and its Subsidiariespersonnel available to Parent in a timely fashion. All such information provided by Nothing contained in this Agreement shall give Parent or behalf of Purchaser, directly or indirectly, the Company right to control or its Subsidiaries pursuant direct A&M's operations prior to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementClosing.

Access to Information. Subject From the Effective Date until the Closing, the Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives full access to Applicable Law (including the right to inspect and applicable contractual restrictionsmake copies) all of the properties, from the date hereof assets, premises, books and records, contracts, agreements and other documents and data related to the Effective Time U.S. Roundtables Business, and all officers of the Company, including any such information requested in connection with the binding of the R&W Insurance Policy; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the U.S. Roundtables Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the earlier termination Representatives of Seller and the Company to cooperate with Buyer in its investigation of the U.S. Roundtables Business; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of the Company’s personnel and in such a manner as not to interfere with the normal operations of the Company. Notwithstanding anything to the contrary in this Agreement, upon reasonable notice, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would: (i) jeopardize any attorney-client or other privilege; or (ii) contravene any applicable Law, fiduciary duty or Material Contract disclosed on Section 3.09(a) of the Disclosure Schedules; provided, however, that, Seller shall, to the extent legally permissible, use his commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the restrictions of the preceding clauses (i) or (ii) apply, including by obtaining the consent of the counterparties to any contracts prohibiting such disclosures (which shall not be unreasonably withheld, conditioned or delayed). Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any vendors or suppliers to, or clients or customers of, the Company. Buyer shall, and shall cause its Subsidiaries Representatives to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require abide by the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as terms of the date hereof, (b) Confidentiality Agreement with respect to provide any access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement5.02.

Access to Information. Subject to Applicable Law Solely for the purposes of consummating the transactions contemplated by this Agreement and applicable contractual restrictionsthe Ancillary Documents, from and after the date hereof to of this Agreement until the Effective Time earlier of the Closing Date or the earlier termination of this AgreementAgreement in accordance with its terms, upon reasonable advance written notice, the Company shall (provide, or cause to be provided, to STPC and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hourshours reasonable access to all of the employees, to its properties, books, Contracts, personnel, Tax Returns and books and records of the Group Companies (including via remote or electronic meansin a manner so as to not interfere with the normal business operations of the Group Companies). The foregoing All of such information shall not require be treated as “Confidential Information” (or the Company (aapplicable equivalent term) pursuant to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as the terms of the date hereofConfidentiality Agreement, (b) the provisions of which are by this reference hereby incorporated herein. Notwithstanding the foregoing, none of the Group Companies shall be required to provide access disclose to STPC or otherwise make available or furnish any of its Representatives any information (i) if and to the extent that doing so (A) would violate any applicable Law, (B) could, as reasonably determined upon the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize legal counsel, result in the loss of the ability to successfully assert any attorney-client, client or work product or other legal privilege or protection (it being agreed provided that, (i) in the case of clauses each of (aA) and (bB), the Company shall, and shall cause the other Group Companies to, use commercially reasonable efforts to provide (x) such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) or (y) such information in a manner without violating such privilege, Contract or Law), (ii) if any Group Company, on the one hand, and STPC or any of its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) shall, in the case of clause (ai) or (ii), provide prompt written notice of the Company shall use commercially reasonable efforts to obtain withholding of access or information on any consents of Third such basis, or (iii) that is a Trade Secret. The Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if hereby acknowledge and to the extent agree that the provision of such information would reasonably Confidentiality Agreement shall be expected to, in the judgment automatically terminated effective as of the Company based on advice of outside counsel, violate Closing without any Applicable Law or (d) as determined further action by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus Party or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementPerson.

Access to Information. Subject to Applicable Law Law, Section 6.12(c), Section 6.18 and applicable contractual restrictions, from the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hourshours throughout the period prior to the Effective Time, to its properties, books, Contracts, personnel, Tax Returns Returns, work papers, and records (including via remote or electronic means)as Parent may reasonably request to review. The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts Contracts, work papers, or records if such access would violate governed by a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would would, in the good faith judgment of the Company based on the advice of outside counsel jeopardize counsel, reasonably be expected to result in the loss of any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case cause of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties third parties that are necessary to permit such access), (c) to provide access to or otherwise make available any information relating to the process conducted by the Company that led to the execution of this Agreement, or (d) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected towould, in the good faith judgment of the Company based on the advice of outside counsel, reasonably be expected to violate any Applicable Law Law. All requests for information made pursuant to this Section 6.05 shall be directed to the executive officer or (d) as determined other Person designated by the Company Company. All such information shall be deemed Evaluation Material (as such term is defined in consultation with Parent in good faith, jeopardize the health Confidentiality Agreement) and safety of any employee be governed by the terms of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 MeasuresConfidentiality Agreement. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parentnot, Merger Sub or and shall cause their respective Representatives acting on their behalf contacts not to, contact any customer, partner, vendor, customer or supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementAgreement without the Company’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed), and shall provide the Company with an opportunity to participate in Parent and Merger Sub acknowledge and agree that any such discussions. All requests for information made pursuant to this Section 6.05 contact shall be directed the Persons designated arranged by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team with a Representative of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiariesparticipating. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.6.06

Access to Information. Subject in all cases to Applicable Law and applicable contractual restrictionsthe Company’s obligations of confidentiality with respect to third-party confidential information, from between the date hereof to of this Agreement and the earlier of the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (a) give Parent and shall cause its Subsidiaries to) afford Parent’s officers officers, employees, accountants, counsel, financing sources and Parent’s other authorized agents and Representatives reasonable access, access during normal business hourshours to all buildings, offices, and other facilities and to its properties, books, Contracts, personnel, Tax Returns all Books and records (including via remote or electronic means). The foregoing shall not require Records of the Company (a) to provide access to or otherwise make available or furnish any booksof its Subsidiaries, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as whether located on the premises of the date hereof, Company or at another location; (b) permit Parent during normal business hours to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (inspections as it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not may reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), request; (c) to provide access to or otherwise make available or furnish any information if cause its officers and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to furnish Parent such financial, operating, technical and product data and other information with respect to the contrary, Parent business and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee Assets and Properties of the Company or any of its Subsidiaries in connection with as Parent from time to time may reasonably request, including financial statements and schedules; (d) allow Parent the Merger opportunity to interview such employees and other personnel and Affiliates of the Company or any of its Subsidiaries, with the other transactions contemplated by this AgreementCompany’s prior written consent, and which consent shall provide not be unreasonably withheld or delayed, provided that the Company with an opportunity shall be entitled to participate in designate one observer at any such discussions. All requests interview; and (e) reasonably assist and cooperate with Parent in the development of cooperation and/or integration plans for information implementation by Parent and the Surviving Company following the Effective Time to the extent that such assistance and cooperation does not disrupt the business of the Company or any of its Subsidiaries (including involving engineering or research and development employees of the Company or any of its Subsidiaries); provided, however, that no investigation made prior to the date of this Agreement or made pursuant to this Section 6.05 5.3 shall affect or be directed the Persons designated deemed to modify any representation or warranty made by the CompanyCompany herein. Subject to Applicable Law and applicable contractual restrictions, in addition to Notwithstanding the foregoing, at least one business member the Company shall not be required to provide access to, permit inspections of, or furnish to Parent, any information or documents which would, in the reasonable judgment of the senior management team Company, (i) constitute a waiver of the Company will use reasonable best efforts to meet, whether in person or via teleconference attorney-client or other electronic meansprivilege held by the Company or any Subsidiary, with representatives of Parent (ii) otherwise violate any applicable Laws or its Affiliates not less than monthly any Confidential Contract (solely, to discuss the operations extent of the Company and its Subsidiaries. All such information provided by Confidential Terms), or behalf (iii) which would result in a competitor of the Company or any of its Subsidiaries (which, for the avoidance of doubt, does not include Parent and its Affiliates as of the date hereof) receiving material information that is competitively sensitive; provided that the Company shall promptly provide Parent with a complete list and a detailed description of the non-Confidential Terms of any documents or other information that the Company determines it is required to withhold pursuant to the Company’s obligations of confidentiality with respect to third-party confidential information (including in any books or records) or otherwise under the foregoing sentence. Subject to the confidentiality obligations of the Confidentiality Agreement, materials furnished to Parent pursuant to this Section 6.05 shall 5.3 may be kept confidential in accordance with used by Parent for strategic and integration planning purposes relating to accomplishing the Confidentiality Agreementtransactions contemplated hereby.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof until the Closing or such earlier date as this Agreement may be terminated in accordance with its terms, subject to the Effective Time or the earlier termination of this AgreementApplicable Law, upon reasonable notice, the Company Seller shall (and shall cause its Subsidiaries to) Seller’s Affiliates and their respective officers, directors, employees, agents and representatives to afford Parent’s officers the officers, employees and Parent’s other authorized Representatives representatives of Buyer reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns the facilities and books and records (including via remote of Seller and its Affiliates to the extent relating to the Company and to those officers, directors, employees, agents and representatives of Seller and its Affiliates who have any knowledge relating to the Company; provided, that nothing herein shall obligate Seller to take or electronic means). The foregoing permit any actions that would unreasonably interrupt the normal course of the Business or any other business of Seller or any of Seller’s Affiliates; provided further, that Buyer and its representatives shall not require have the Company (a) right to perform any invasive or subsurface investigations of the real property subject to the Real Property Leases; and provided, further, that prior to the expiration or other termination of any waiting period applicable to , or obtaining clearance with respect to, the transactions contemplated by this Agreement under applicable Competition Law, Buyer and its representatives shall only be permitted such reasonable access which, in Seller’s discretion, after consultation with counsel, is appropriate during such review process. Notwithstanding the foregoing, Seller and Seller’s Affiliates shall not have any obligation to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, disclose (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)information, the Company shall use commercially reasonable efforts to obtain access or disclosure of which would compromise any consents of Third Parties that are necessary to permit such access)legal privilege, (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate contravene any Applicable Law or violate any Contract, (dii) information involving proprietary information or trade secrets, in each case as determined by in the Company reasonable judgment of Seller and Seller’s Affiliates or (iii) personnel records relating to individual performance or evaluation records, medical histories or other information which, in consultation with Parent in the Seller’s good faithfaith opinion, jeopardize is sensitive or the health and safety disclosure of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of which could subject the Company or any the Business to risk of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiariesliability. All such access and information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with subject to the terms and conditions of the Confidentiality Agreement. Seller shall have the right to have a representative present at all times during any such inspections, interviews and examinations conducted at or on the offices or other facilities or properties of the Company.

Access to Information. Subject (a) During the Pre-Closing Period, the Company shall: (a) afford Buyer and its Representatives reasonable access to Applicable Law and applicable contractual restrictionsthe right to inspect all of the Leased Property, from the date hereof properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Effective Time 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) cooperate with Buyer in its investigation of the earlier termination Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to the Shareholders’ Representatives or such other Person as the Shareholders’ Representatives shall designate in writing. Notwithstanding anything to the contrary in this Agreement, upon reasonable notice, the Company shall not be required to disclose any information to Buyer if such disclosure would: (and shall x) result in the loss of any attorney-client or other privilege (provided that the Company will provide Buyer with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged information); (y) contravene any applicable Law; or (z) cause its Subsidiaries to) afford Parent’s any of the officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment directors of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it to violate his fiduciary duty to the Company(it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent parties shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably result in such jeopardy, contravention or violation). Prior to the Closing, Buyer shall only be expected entitled to violate such restriction contact any suppliers to, or waive the applicable privilege or protection and (ii) in the case of clause (a)customers of, the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to with the extent that the provision of such information would reasonably be expected to, in the judgment prior written consent of the Company based on advice of outside counselCompany, violate any Applicable Law which consent shall not be unreasonably withheld, delayed or (d) as determined by conditioned but may, if the Company in consultation with Parent in good faithdeems reasonably appropriate, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus be conditioned upon in-person or any COVID-19 Measurestelephonic participation by Xxxx Xxxxxxxxx. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementBuyer shall, and shall provide cause its Representatives to, abide by the Company terms of the Confidentiality Agreement with an opportunity respect to participate in any such discussions. All requests for access or information made provided pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement5.02.

Access to Information. Subject to Applicable Law currently existing contractual and legal restrictions applicable contractual restrictions, from the date hereof to the Effective Time or Company (which the earlier termination of this AgreementCompany represents and warrants are not material with respect to TCI Group), and upon reasonable notice, the Company shall (and shall cause its Subsidiaries each TCI Group Member to) afford Parent’s officers to officers, employees, counsel, accountants and Parent’s other authorized Representatives representatives of Parent ("Parent Representatives") reasonable access, during normal business hourshours throughout the period prior to the Effective Time, to its properties, books, Contracts, personnel, Tax Returns books and records (including via remote or electronic meansincluding, subject to execution of appropriate access letters, the work papers of independent accountants). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentialitynot to unreasonably interfere with the Company's business or operations, non-disclosure or other similar agreement in effect as and, during such period, shall (and shall cause each of the date hereofTCI Group Members to) furnish promptly to such Parent Representatives all information concerning its business, (b) to provide access to or otherwise make available or furnish any information if properties and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not personnel as may reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a)requested, the Company shall use commercially reasonable efforts to obtain any consents of Third Parties provided that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made no investigation pursuant to this Section 6.05 7.6 shall affect or be directed deemed to modify any of the Persons designated respective representations or warranties made by the Company. Subject to Applicable Law currently existing contractual and legal restrictions applicable contractual restrictionsto Parent (which Parent represents and warrants are not material), in addition and upon reasonable notice, Parent shall (and shall cause its Significant Subsidiaries to) furnish to the foregoingto officers, at least one business member of the senior management team employees, counsel, accountants and other authorized representatives of the Company will use reasonable best efforts ("Company Representatives") such information concerning its business, properties and personnel as may reasonably be requested, provided that no investigation pursuant to meet, whether in person this Section 7.6 shall affect or via teleconference be deemed to modify any of the respective representations or other electronic means, with representatives warranties made by Parent. Each of Parent and the Company agrees that it will not, and will cause the Parent Representatives or its Affiliates Company Representatives, as the case may be, not less than monthly to, use any information obtained pursuant to discuss this Section 7.6 for any purpose unrelated to the operations consummation of the transactions contemplated by this Agreement. All information obtained pursuant to this Section 7.6 shall be subject to the Confidentiality Agreement, which shall remain in full force and effect until consummation of the Merger or, if the Merger is not consummated, for the period specified therein; provided, however, that neither Parent nor the Company shall be precluded 66 from making any disclosure which it deems required by law in connection with the Merger. All requests for access to the Company and the TCI Group Members pursuant to this Section 7.6 shall be made through the representatives of the Company and its Subsidiaries. All such information provided by or behalf named in Section 7.6 of the Company or Disclosure Statement, and all requests for information to Parent and its Significant Subsidiaries pursuant to this Section 6.05 7.6 shall be kept confidential made through the representatives of Parent named in accordance with Section 7.6 of the Confidentiality AgreementParent Disclosure Statement.

Access to Information. Subject to Applicable Law and applicable contractual restrictionsBuyer’s obligations under the Confidentiality Agreement, from Seller shall cause the date hereof Acquired Companies to afford to the Effective Time or the earlier termination officers, employees and authorized representatives of this Agreement, upon Buyer (including independent public accountants and attorneys) reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, access during normal business hours, upon reasonable advance notice, to its propertiesthe offices, booksproperties and business and financial records of the Acquired Companies, Contractsand shall, personnelas soon as reasonably practicable, Tax Returns furnish to Buyer or such authorized representatives such additional financial, Tax, operating and records other data and information concerning the Business or the Acquired Companies as shall be reasonably requested; provided, however, that (including via remote or electronic means). The foregoing i) Seller and the Acquired Companies shall not require be required to violate any obligation of confidentiality, Order or Requirements of Law to which Seller or any Acquired Company is subject or to waive any privilege which any of them may possess in discharging its obligations pursuant to this Section 6.1, and (ii) Seller and the Company (a) Acquired Companies shall not be required to provide access to furnish or otherwise make available to Buyer customer-specific data or furnish any booksother competitively sensitive information; provided further, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b)however, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or neither Buyer nor any of its Subsidiaries in connection with the Merger officers, employees, agents or representatives shall have access to any employees of the Acquired Companies other transactions contemplated by this Agreementthan those identified on Schedule 6.1 without Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer hereby acknowledges and shall provide the Company with an opportunity to participate in agrees that any such discussions. All requests for information made investigation pursuant to this Section 6.05 6.1 shall be directed the Persons designated by the Company. Subject conducted in such a manner as not to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, interfere unreasonably with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company Acquired Companies or Seller, and its Subsidiaries. All such information provided by Buyer shall not be permitted to undertake any environmental sampling or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 invasive testing without Seller’s prior written consent, which shall be kept confidential in accordance with the Confidentiality AgreementSeller’s sole discretion.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof Prior to the Effective Time or Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the earlier termination properties, businesses and operations of this Agreement, upon reasonable noticethe Business, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers DSTC and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns such examination of the books and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as and Tax reporting positions of the date hereofBusiness, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent DSTC as it reasonably requests and to make extracts and copies of such books and records at its own expense. 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 Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the Business, the Company and DSTC to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with the Seller and the Company and their representatives and shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain minimize any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and disruption to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 MeasuresBusiness. Notwithstanding anything herein to the contrary, Parent and Merger Sub no such investigation or examination shall provide be permitted to the extent that it 41 would require the Seller, the Company or DSTC to disclose information subject to attorney-client privilege or conflict with at least 24 hours any confidentiality obligations to which the Seller, the Company or DSTC is bound. Notwithstanding anything to the contrary contained herein, prior notice before Parentto the Closing, Merger Sub (i) Purchaser shall not, without the prior written consent of the Seller, which may be withheld for any reason, contact any suppliers to, or their respective Representatives acting on their behalf contacts any customercustomers of, partnerthe Company or DSTC with respect to the Company, vendorDSTC, supplier or employee the transactions contemplated hereunder, and (ii) Purchaser shall have no right, without the prior written consent of the Seller, which may not be unreasonably withheld, to perform invasive or subsurface investigations of the properties or facilities of the Company or any DSTC without the prior consent of the Seller. Nothing in this Agreement shall prevent the Purchaser or its Subsidiaries Affiliates from contacting suppliers and customers in connection with the Merger Purchaser’s or any of its Affiliates’ existing businesses, as long as no non-public information relating to the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreementhereunder is disclosed.

Access to Information. Subject Prior to Applicable Law the Closing, and applicable contractual restrictionsunder the supervision of the Monitoring Trustee, from Seller shall, and shall cause those of its Subsidiaries that own or operate the Business to, give Purchaser and its Representatives, upon reasonable advance notice and during regular business hours, reasonable access to the books, records, personnel, officers and facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and without executing a customary access and indemnity agreement in respect thereto); provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date hereof to the Effective Time or the earlier termination of this Agreement, upon reasonable notice, the Company shall (and shall cause neither Seller nor any of its Subsidiaries to) afford Parent’s officers and Parent’s other authorized shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives reasonable accesswith, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to provide access the extent that any such Tax Return or related material relates solely to the Transferred Entities, the Business or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereofTransferred Assets, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of making such information available would (i) reasonably be likely to result in the good faith judgment a waiver of the Company based on advice of outside counsel jeopardize any attorney-client, work product client or other legal privilege privilege, or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in contravene the case of clause Remedy, any applicable Law, fiduciary duty or binding agreement (a), the Company shall use commercially reasonable efforts including any confidentiality agreement to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company which Seller or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and Affiliates is a party) (it being understood that Seller shall provide the Company with an opportunity to participate cooperate in any such discussions. All reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or agreement), or (c) any information made pursuant to this Section 6.05 shall be directed that is not in the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member possession or control of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent Seller or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.

Access to Information. (a) Subject to Applicable Law the terms of the Confidentiality Agreement and other confidentiality obligations and similar restrictions that may be applicable contractual restrictionsto information furnished to any Group Company by third parties that may be in the Company’s or any of its Subsidiaries’ possession from time to time, from during the date hereof to the Effective Time or the earlier termination of this AgreementPre-Closing Period, upon reasonable notice, the Company shall (notice and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its propertiesthe Group Companies shall, booksand shall cause the directors, Contractsofficers, personnelemployees, Tax Returns agents and records (including via remote or electronic means). The foregoing shall not require the representatives of each Group Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed thatto, (i) in afford the case directors, officers, employees and authorized agents and representatives of clauses (a) Parent reasonable access to the offices, properties, books and (b), that the Company shall give notice to Parent records of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection Group Companies, and (ii) furnish to the directors, officers, employees and authorized agents and representatives of Parent such additional financial and operating data and other information regarding the assets, properties and business of any Group Company as Parent may from time to time reasonably request in order to assist Parent in fulfilling its obligations under this Agreement and to facilitate the case consummation of clause the transactions contemplated by this Agreement; provided, however, (aA) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the business conducted by any Group Company; (B) any intrusive environmental tests or assessments sought to be performed on any 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 Company (which consent shall not be unreasonably withheld, conditioned, or delayed); (C) Parent or any of its representatives shall not contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers or suppliers of any Group Company without the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned, or delayed); (D) Parent shall be responsible for any damage to any Leased Real Property or any other assets or property of any Group Company caused by Parent or any of its representatives; (E) except as required by applicable Law, the Company shall use commercially reasonable efforts not be required to obtain (or cause any consents of Third Parties that are necessary to permit such access), (cthe Company’s Subsidiaries to) to provide access to or otherwise make available or furnish disclose any information if and related to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee sale of the Company or any activities in connection therewith, including the solicitation of its Subsidiaries proposals from third parties in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf sale of the Company or its representatives’ evaluation thereof, including projections, financial or other information related thereto; and (F) the Company shall not be required to (or cause any of the Company’s Subsidiaries pursuant to) so confer, afford such access or furnish such copies or other information (1) to this Section 6.05 the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Group Company is a party, (2) that is competitively sensitive, or (3) the disclosure of which would reasonably be expected to result in the loss of attorney-client privilege, provided that the Company shall be kept confidential use its reasonable efforts to allow for such access or disclosure in accordance with the Confidentiality Agreementa manner that does not result in a breach of such agreement or a loss of attorney-client privilege.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) Between the date hereof of this Agreement and the Closing Date, Seller and the Company will, subject to the Effective Time terms of Section 5.7 hereof, during ordinary business hours and upon reasonable notice (i) give Buyer and its representatives reasonable access to all books, records, plants, offices and other facilities and properties of the Company, (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request, (iii) furnish Buyer with such financial and operating data and other information of the Company as Buyer may from time to time reasonably request, (iv) furnish Buyer upon request a copy of each material report, schedule or other document with respect to the Company filed by Seller or the earlier termination Company with, or received from, any Governmental Authority, and (v) furnish Buyer with a copy of this Agreementeach notice of violation or similar correspondence from any Governmental Authority or any notice of an event of default by the Company or the applicable counterparty with respect to any of the Contracts listed in Schedule 3.5(a) (with all such notices and correspondence being deemed to be Confidential Information for purposes of Section 5.7 hereof); provided, upon reasonable noticehowever, that (A) any such activities shall be conducted in such a manner as not to interfere unreasonably with the operation of the Business, (B) Seller, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing their Affiliates shall not require be required to take any action that would constitute a waiver of any legal privilege, including the attorney-client privilege or the work product doctrine and (C) Seller and the Company need not supply Buyer with (a1) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and or access that Seller or the Company is under a legal obligation to keep confidential or (2) any information that Seller or the Company have previously supplied to Buyer. Notwithstanding anything in this Section 5.2 to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed thatcontrary, (i) in the case Seller shall not be required to provide such access to any employee records of clauses (a) and (bSeller or, subject to Section 3.13(a), that the Company shall give notice to Parent of the fact that it is withholding such any information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection contained therein, and (ii) in Buyer shall not have the case of clause (a)right to perform or conduct any environmental sampling or testing at, in, on, around or underneath the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to assets or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality AgreementCompany.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to until the earlier of the Effective Time or the earlier termination date on which this Agreement is terminated in accordance with its terms, the Company shall, and shall cause each of this Agreementits Subsidiaries and the officers, directors, employees and agents of the Company and its Subsidiaries, to afford to Parent, and to Parent’s directors, officers, employees, accountants, counsel, financial advisors, agents and other representatives (the foregoing, with respect to any Person, its “Representatives”), reasonable access during normal business hours and upon reasonable noticeprior notice from Parent to their respective properties, books and records, and shall, to the extent permitted by applicable Law, as promptly as practicable, furnish Parent and Merger Sub (i) a copy of each report, schedule and other document filed or submitted by it pursuant to the requirements of federal or state securities Laws and a copy of any communication (including “comment letters”) received by the Company from the SEC concerning compliance with securities laws, and (ii) all other information as Parent may reasonably request regarding the business, assets, liabilities, employees and other aspects of the Post-Sale Company. All information exchanged pursuant to this Section 6.3 shall be subject to the Confidentiality Agreement and the parties shall comply with, and shall cause their respective Representatives (as defined in the Confidentiality Agreement) to comply with, all of their respective obligations thereunder. Notwithstanding the foregoing, the Company shall (and shall not be required to provide access to, or cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any booksto, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would or documents which would, in the good faith reasonable judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed thatCompany, (i) in constitute a waiver of the case of clauses (a) and (b), that attorney-client or other privilege held by the Company shall give notice to Parent or any of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and its Subsidiaries, (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain otherwise violate any consents of Third Parties that are necessary to permit such access)applicable Laws, (ciii) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, result in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee a competitor of the Company or any of its Subsidiaries in connection with the Merger receiving material information which is competitively sensitive or (iv) breach any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf agreement of the Company or any of its Subsidiaries pursuant with any third-party; provided, that with respect to this Section 6.05 the foregoing clauses (i) through (iv), the Company shall be kept confidential use its commercially reasonable efforts to, as applicable (A) develop an alternative to providing such information so as to address such matters in accordance with a manner that is reasonably acceptable to the Confidentiality AgreementCompany, (B) obtain the required consent of such third party to provide such access or disclosure, or (C) in the case of clauses (i) and (ii), enter into a joint defense agreement or implement such other arrangements to the extent the Company reasonably determines that doing so would permit the disclosure of such information without jeopardizing such privilege or violating applicable Law.

Access to Information. Subject From March 10, 2014 until the Closing, Seller shall, and shall cause Xxxxxxxx and the Company to, (a) afford Buyer and its Representatives reasonable access to Applicable Law and applicable contractual restrictionsthe right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to Xxxxxxxx and the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to Xxxxxxxx and the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller, Xxxxxxxx and the Company to cooperate with Buyer in its investigation of Xxxxxxxx and the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to interfere with the normal operations of Xxxxxxxx and the Company. Without limiting the foregoing, Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the Company and the Real Property, including the collecting and analysis of samples of indoor or outdoor air, surface water, groundwater or surface or subsurface soils on, at, in, under or from the date hereof Company and the Real Property. All requests by Buyer for access pursuant to this Section 5.02 shall be submitted or directed exclusively to Xxxxxxxx Xxxxx or such other individuals or entities as Seller may designate in writing from time to time. Notwithstanding anything to the Effective Time contrary in this Agreement, neither Seller, Xxxxxxxx nor the Company shall be required to disclose any information to Buyer if such disclosure would, in Seller’s sole discretion, acting reasonably: (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the earlier termination date of this Agreement; provided that if Seller, upon reasonable noticeXxxxxxxx or the Company withholds any information for such a reason, it or they shall in writing notify Buyer of its or their decision to do so, the subject matter of the information withheld and the reason the information was withheld. Buyer shall not contact any suppliers to, or customers of, the Company shall (prior to the Closing, without the prior written consent of Seller. Buyer shall, and shall cause its Subsidiaries Representatives to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require abide by the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as terms of the date hereof, (b) Confidentiality Agreement with respect to provide any access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement5.02.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof of this Agreement to the Effective Time or Closing, the earlier termination Seller shall: (a) provide to Buyer and its Representatives reasonable access during normal business hours in such a manner as not to interfere unreasonably with the operation of this Agreementany business conducted by the Company, upon reasonable noticeprior written notice to the Company, to the management level employees, properties, offices and other facilities of the Company and to the books and records thereof; and (b) furnish promptly such information concerning the Business, properties, Contracts, assets and liabilities of the Company as Buyer or its Representatives may reasonably request; provided, however, that the Seller shall not be required to (and shall or to cause its Subsidiaries the Company to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide such access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would Seller believes in good faith that doing so would: (i) result in the good faith judgment loss of attorney-client privilege; (ii) violate any obligations of the Seller or any member of the Company based on advice with respect to confidentiality to any third party or otherwise breach, contravene or violate any then effective Contract to which the Seller or any member of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent is party; (iii) result in a competitor of the fact that it is withholding such information Seller or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such (excluding Buyer or its Affiliates) receiving information to be that is competitively sensitive; or (iv) breach, contravene or violate any applicable Law (including any Antitrust Law) (provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties allow for such access or disclosure in a manner that are necessary does not result in the events set out in clauses (i) through (iv)); and provided further that, for clarity, Buyer shall not be entitled to permit such access), (c) to provide access to or to otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment contact employees of the Company based on advice of outside counselother than management level employees absent the Seller’s prior approval, violate any Applicable Law or (d) as determined by the Company and in consultation with Parent in good faith, jeopardize the health and safety respect of any employee access to management level employees, only where the Seller and/or its Representatives (including, if so designated, other officers of the Company Company) are otherwise present. Buyer shall, and shall cause each of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or its and their respective Representatives acting on their behalf contacts any customerRepresentatives, partner, vendor, supplier to hold all information provided or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made furnished pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept 6.02 confidential in accordance with the terms of the Confidentiality Agreement. During any visit to the business or property sites of the Company, Buyer shall, and shall cause its Representatives accessing such properties to, comply with all applicable Laws and all of the Seller’s and the Company’s safety and security procedures. Notwithstanding anything to the contrary in this Agreement, from the date of this Agreement to the Closing, neither Buyer nor any of its Affiliates or Representatives shall, without the Seller’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed, conduct any environmental investigation at the Real Property involving any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with the Real Property. No investigation under this Section 6.02 or otherwise shall affect any of the representations, warranties, covenants or agreements of the Seller or any condition to the obligations of the parties hereto under this Agreement. For a period of seven years following the Closing Date (or longer if required by applicable Law), Buyer shall, and shall cause the Company to preserve and keep the records held by them relating to the Business and shall make such records (or copies) and reasonably appropriate personnel available, at reasonable times and upon reasonable advance notice, to the Seller, their Affiliates and their Representatives as may be reasonably requested in writing by such person in connection with any audit, accounting, tax, litigation, investigation or other similar need to the extent related to or in connection with the Seller’s prior ownership of the Company.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof to until the Effective Time or the earlier termination of this AgreementClosing, upon reasonable noticeSellers shall, the Company shall (and shall cause its Subsidiaries the Company to: (a) afford Parent’s officers Buyer and Parent’s other authorized its Representatives reasonable accessaccess to and the right to inspect all of the Real Property, properties, assets, premises, books, and records, Contracts, and other documents and data related to the 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 Sellers 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 hourshours upon reasonable advance notice to Sellers or the Company, to its properties, books, Contracts, under the supervision of Sellers’ or the Company’s personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall in such a manner as not require to interfere with the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as normal operations of the date hereofCompany, (b) to provide access to or otherwise make available or furnish any information if at Buyer’s expense, and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and (b), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive maintains the applicable privilege or protection confidentiality of this Agreement and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests by Buyer for information made access pursuant to this Section 6.05 6.02 shall be submitted or directed exclusively to Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxx Xxxxx, Xxxxx Xxxxx, or such other individuals as Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxx Xxxxx, or Xxxxx Xxxxx may designate in writing from time to time. Notwithstanding anything to the Persons designated by contrary in this Agreement, neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would, in either Seller’s or the Company. Subject ’s sole, reasonable discretion: (x) cause significant competitive harm to Applicable Law Sellers, the Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable contractual restrictionsLaw, in addition fiduciary duty, or binding agreement entered into prior to the foregoingdate of this Agreement. Prior to the Closing, at least one without first obtaining the written consent of Sellers, which may be withheld by either Seller for any reason, Buyer shall not contact any officer, director, manager, employee, customer, supplier, distributor, vendor, or other business member of the senior management team relation of the Company will use reasonable best efforts with respect to meetthis Agreement or the transactions contemplated thereby; provided, whether however, that Buyer shall be permitted to continue contacts with Xxxxxxx Xxxxx, Xxx Xxxxx, Xxxx Xxxxx, and Xxxxx Xxxxx in person or via teleconference or other electronic meansorder to exercise its rights under this Agreement. Buyer shall, with representatives of Parent or and shall cause its Affiliates not less than monthly to discuss Representatives to, abide by the operations terms of the Company and its Subsidiaries. All such NDA with respect to any access or information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with 6.02. Buyer agrees that it will not, and it will cause its Representatives not to, use any information obtained pursuant to this Section 6.02 for any purpose unrelated to the Confidentiality consummation of the transactions contemplated by this Agreement.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof until the Closing, Seller shall, and shall cause the RSG Companies to: (a) afford Buyers and their Representatives reasonable access to and the right to inspect all of the Real Property, assets, premises, books and records, contracts, agreements and other documents and data related to the Effective Time RSG Companies as Buyers reasonably deem necessary for the purpose of evaluating the transactions contemplated hereby; (b) furnish Buyers and their Representatives with such financial, operating and other data and information of RSG Companies as Buyers or any of their Representatives may reasonably request; and (c) instruct the earlier termination Representatives of Seller and the RSG Companies to cooperate with Buyers in their investigation of the Company; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s and/or RSG1’s personnel and in such a manner as not to interfere with the normal operations of the RSG Companies. All requests by Buyers for access pursuant to this Section 5.2 shall be submitted or directed exclusively to Xxxxxxxxxxx X. Xxx or such other individuals as Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, upon reasonable noticeneither Seller nor the RSG Companies shall be required to disclose any information to Buyers if such disclosure would, in Seller’s sole discretion: (x) cause significant competitive harm to Seller, the Company shall RSG Companies and/or their respective businesses if the transactions contemplated by this Agreement are not consummated; (and shall cause its Subsidiaries toy) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product client or other legal privilege privilege; or protection (it being agreed thatz) contravene any applicable Law, (i) in fiduciary duty or binding agreement. Prior to the case Closing, without the prior written consent of clauses (a) Seller, which may be withheld for any reason, Buyers shall not contact any suppliers to, or customers of, the RSG Companies and (b), that the Company Buyers shall give notice have no right to Parent perform invasive or subsurface investigations of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 MeasuresReal Property. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this AgreementBuyers shall, and shall provide cause their Representatives to, abide by the Company terms of the Confidentiality Agreement with an opportunity respect to participate in any such discussions. All requests for access or information made provided pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement5.2.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof until the Closing, Seller shall, and shall cause each member of the Company Group to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to such member of the Company Group; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to such member of the Company Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and such member of the Company Group to cooperate with Buyer in its investigation of the Company Group; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the applicable member of the Company Group. Further, Buyer and its Representatives shall not conduct any testing of soil, groundwater, building materials, equipment or other component of the environment or the assets without the prior written consent of Seller and subject to such conditions as Seller may reasonably require in its sole discretion. Notwithstanding anything to the Effective Time or the earlier termination of contrary in this Agreement, upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish neither Seller nor any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment member of the Company based on advice Group shall be required to disclose any information to Buyer if such disclosure would, in Seller’s reasonable discretion: (w) cause significant competitive harm to Seller, any member of outside counsel the Company Group and their respective businesses if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client, work product client or other legal privilege privilege; (y) disclose confidential employment records, including medical and other information covered by the Family and Medical Leave Act of 1993; or protection (it being agreed thatz) contravene any applicable Law, (i) fiduciary duty or binding Contract entered into prior to the date of this Agreement. Prior to the Closing, Buyer shall not contact any suppliers to, or customers of, any member of the Company Group except jointly with and in the case of clauses (a) and (b)coordination with Seller, each such party acting reasonably; provided, that nothing in this Section 5.02 shall limit the Company shall give notice ability of Buyer to Parent contact or communicate with any of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in the case of clause (a), the Company shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit such access), (c) to provide access to or otherwise make available or furnish any information if and foregoing Persons to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger or any of the other transactions contemplated by this Agreement, and shall provide the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.36

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from the date hereof to the Effective Time or (a) Until the earlier of the termination of this AgreementAgreement and the Closing Date, upon reasonable notice, (1) the Company shall (will afford Parent and shall cause its Subsidiaries to) afford Parent’s officers accountants, counsel and Parent’s other authorized Representatives representatives reasonable access, access during normal business hours, hours to its (A) all of the properties, books, Contractscontracts, personnel, Tax Returns commitments and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) in the case of clauses (a) and its Subsidiaries and (b)B) all other information 48 concerning the business, that the Company shall give notice to Parent intellectual property, properties and personnel of the fact that it is withholding such information or documents and thereafter the Company and its Subsidiaries as Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not may reasonably be expected to violate such restriction or waive the applicable privilege or protection request, and (ii2) in the case of clause (a), the Company shall use commercially reasonable efforts will provide to obtain any consents Parent and its accountants, counsel and other representatives true, correct and complete copies of Third Parties that are necessary to permit such access)internal consolidated financial statements promptly upon request. The Company will not, (c) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected will cause its Subsidiaries not to, in the judgment remove any of the Company based on advice of outside counsel, violate any Applicable Law or (d) as determined by documents from the Company in consultation with Parent in good faith, jeopardize the health and safety of any employee of the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries electronically accessible data room provided in connection with the Merger or any Transactions (the “Data Room”). (b) Until the earlier of the other transactions contemplated by termination of this AgreementAgreement and the Closing Date, and shall provide the Company with an opportunity will cause the officers, counsel or other representatives of it and its Subsidiaries to participate notify Parent of any changes or developments the Company determines to be material in any such discussions. All requests for information made pursuant to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team operational matters of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives and its Subsidiaries and the general status of Parent or its Affiliates not less than monthly to discuss the ongoing business and operations of the Company and its Subsidiaries. All such (c) No information provided or knowledge obtained in any investigation in accordance with this Section 4.3 will, or will be deemed to (1) limit, modify or otherwise affect any representation or warranty contained herein or in the Related Agreements or any party’s rights hereunder (including rights under Article 7) or (2) cure, or operate as a waiver of, any inaccuracy in or breach of any representation or warranty, including for purposes of determining whether or not the conditions to the obligations of the parties to this Agreement have been satisfied. (d) The Company will (1) notify Parent in writing after learning of any material Action by or behalf of any Person initiated against the Company or any of its Subsidiaries pursuant (a “New Litigation Claim”); and (2) notify Parent of ongoing material developments in any New Litigation Claim and any Action that was existing prior to this the date hereof (including the Litigations). (e) Without limiting the foregoing, the Company will, and will cause each of its Subsidiaries to, promptly notify Parent if the Company or any of its Subsidiaries has received any correspondence asking or inviting the Company or any of its Subsidiaries to enter into a Patent license or similar agreement, to pay for or obtain a release for Patent infringement, or otherwise to enter into other arrangements with respect to the Patents of any other Person. Section 6.05 shall be kept confidential in accordance with the Confidentiality Agreement.4.4

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from (a) Between the date hereof of this Agreement and the Closing Date, Sellers will, to the Effective Time or fullest extent permitted by Law, cause the earlier termination of this AgreementBGH Entities and the BPL Entities to, during ordinary business hours and upon reasonable notice, the Company shall (and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours, to its properties, books, Contracts, personnel, Tax Returns and records (including via remote or electronic means). The foregoing shall not require the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed that, (i) give Buyer and its Representatives reasonable access to the books, records, contracts, offices and other facilities and properties of the BGH Entities and the BPL Entities (provided that Sellers or their designee(s) may, in the case sole discretion of clauses (aSellers, accompany the person(s) and (bto whom such access is provided as contemplated herein), that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not reasonably be expected to violate such restriction or waive the applicable privilege or protection and (ii) in furnish Buyer with such financial and operating data and other information with respect to the case of clause (a), the Company shall use commercially reasonable efforts BGH Entities and BPL Entities as Buyer may from time to obtain any consents of Third Parties that are necessary to permit such access)time reasonably request, (ciii) make available to provide Buyer a copy of each material report, schedule or other document filed or received by them with respect to any of the BGH Entities or BPL Entities with the SEC, FERC or any other Governmental Authority having jurisdiction over any such entity; and (iv) access to or otherwise make available or furnish any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment Representatives of the Company based on advice of outside counselBGH Entities and BPL Entities; provided, violate however, that (A) any Applicable Law such access or (d) activities shall be conducted in such a manner as determined by not to interfere unreasonably with the Company in consultation with Parent in good faith, jeopardize the health and safety operation of any employee of the Company BGH Entities and BPL Entities, (B) none of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company or any of its Subsidiaries in connection with the Merger Sellers or any of the BGH Entities or BPL Entities shall be unreasonably required to prepare special records, reports, analysis or other transactions contemplated by this Agreementinformation that they do not prepare in the ordinary course of business, (C) none of Sellers or any of the BGH Entities or BPL Entities shall be required to take any action that would constitute a waiver of the attorney-client privilege, and shall provide (D) none of Sellers or any of the Company with an opportunity to participate in any such discussions. All requests for information made pursuant to this Section 6.05 BGH Entities or BPL Entities shall be directed the Persons designated by the Company. Subject required to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, supply Buyer with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All any information that such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 entities shall be kept confidential in accordance with the Confidentiality Agreementlegally prohibited to supply.

Access to Information. Subject to Applicable Law and applicable contractual restrictions, from From the date hereof and for thirty (30) days thereafter, Issuer shall, and shall use its reasonable best efforts to procure that Study (as defined in the Effective Time or the earlier termination of this Merger Agreement, upon reasonable noticeand as used herein “Study”) (a) shall, furnish to Subscriber and its Representatives such financial and operating data and other information regarding the Company business and operations of Study and Issuer (including historical and projected financial information) as Subscriber or its Representatives may from time to time reasonably request and (b) shall (make available to Subscriber and shall cause its Subsidiaries to) afford Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hourshours those directors, to its propertiesofficers, booksemployees, Contractsinternal auditors, personnelaccountants and other Representatives of Study, Tax Returns the Issuer, and records (including via remote or electronic means)their respective Representatives, as applicable, as Subscriber may reasonably request. The foregoing shall not require Notwithstanding the Company (a) to provide access to or otherwise make available or furnish any books, Contracts or records if such access would violate a confidentiality, non-disclosure or other similar agreement in effect as of the date hereof, (b) to provide access to or otherwise make available or furnish any information if and to the extent that the provision of such information would in the good faith judgment of the Company based on advice of outside counsel jeopardize any attorney-client, work product or other legal privilege or protection (it being agreed thatforgoing, (i) (A) in no event shall the Issuer be required to provide or procure that Study provide (1) any information in violation of applicable Law, (2) information the disclosure of which, in the case judgment of clauses (a) and (b)legal counsel, that the Company shall give notice to Parent of the fact that it is withholding such information or documents and thereafter the Company and Parent shall use their respective reasonable best efforts to cause such information to be provided in a manner that would not could reasonably be expected to violate such restriction or waive the jeopardize any applicable privilege or protection and (iiincluding the attorney-client privilege) in the case available to any of clause (a)Study, the Company Issuer or any of their respective Affiliates relating to such information, or (3) information the disclosure of which would cause any of Study, the Issuer or any of their respective Affiliates to breach a confidentiality obligation to which it is bound; provided, that the Parties shall use commercially reasonable efforts to obtain any consents of Third Parties that are necessary to permit make alternative arrangements for such accessdisclosure where the restrictions in the preceding clauses (1), (c2) to provide or (3) apply and (B) any access to or otherwise make available or furnish investigation contemplated by this Section 6 shall not unreasonably interfere with any information if and to the extent that the provision of such information would reasonably be expected to, in the judgment of the Company based on advice of outside counselbusinesses, violate any Applicable Law personnel or (d) as determined by the Company in consultation with Parent in good faith, jeopardize the health and safety operations of any employee of Study, the Company of its Subsidiaries in light of the COVID-19 virus or any COVID-19 Measures. Notwithstanding anything herein to the contrary, Parent and Merger Sub shall provide the Company with at least 24 hours prior notice before Parent, Merger Sub or their respective Representatives acting on their behalf contacts any customer, partner, vendor, supplier or employee of the Company Issuer or any of its Subsidiaries in connection with their Affiliates; and (ii) the Merger auditors and accountants of any Study, the Issuer or any of the other transactions contemplated by this Agreement, and their Affiliates shall provide the Company with an opportunity not be obligated to participate in make any such discussions. All requests for information made pursuant work papers available to this Section 6.05 shall be directed the Persons designated by the Company. Subject to Applicable Law and applicable contractual restrictions, in addition to the foregoing, at least one business member of the senior management team of the Company will use reasonable best efforts to meet, whether in person or via teleconference or other electronic means, with representatives of Parent or its Affiliates not less than monthly to discuss the operations of the Company and its Subsidiaries. All such information provided by or behalf of the Company or its Subsidiaries pursuant to this Section 6.05 shall be kept confidential any Person except in accordance with the Confidentiality Agreementsuch auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants.