Common use of Access to Information Clause in Contracts

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From the date hereof until of this Agreement through the Closingearlier of the Closing and such time as this Agreement is terminated in accordance with Article VIII, the Sellers shall, and Seller shall cause the Company to: (a) afford and the Company Subsidiaries to provide, solely in furtherance of the transactions contemplated by this Agreement and the other Transaction Agreements, Buyer and its Representatives with, upon reasonable advance notice and during regular business hours, reasonable access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premisesbooks, books Contracts, insurance policies and business, regulatory, financial and other records, contracts, agreements and other documents management and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company, as Buyer may request from time to time; provided, however, provided that any such investigation access pursuant to this Section 5.2 shall be conducted in accordance with reasonable advance notice to the Sellers’ RepresentativeApplicable Law, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as to not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor Company and the Company Parties Subsidiaries. The foregoing notwithstanding, Seller shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business Subsidiaries to provide such access if it would unreasonably disrupt the transactions contemplated by this Agreement are not consummated, provided that disclosure operations of Seller or its Subsidiaries (including the Transaction Company and the Company Business after Closing shall be deemed not to Subsidiaries), would cause competitive harm; (ii) jeopardize attorney-client privilege; a violation of any Contract, would, in the reasonable judgment of Seller or (iii) contravene the Company, result in a loss of privilege or trade secret protection or would constitute a violation of any applicable Applicable Law, fiduciary duty and in any such event, the parties shall use commercially reasonable efforts to make appropriate substitute arrangements in a manner that does not result in such loss or Contract entered into prior violation. In addition, to the date extent that Seller undertake and completes an appraisal of this Agreement. Notwithstanding the foregoing, assets of the Company or the Company Subsidiaries prior to the Closing, Seller shall promptly deliver a copy of such appraisal to Buyer shall not contact and provide Buyer with access to such reasonable and supporting information underlying such appraisal, including any suppliers tothird-party provider involved in its preparation, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not as may be unreasonably withheld, delayed or conditionedreasonably requested by Buyer.

Access to Information. From the date hereof until Prior to the Closing, the Sellers Seller shall, and shall cause the Company its Subsidiaries to: (a) afford Buyer , give Purchaser and its Representatives Representatives, upon reasonable advance notice and during regular business hours, reasonable access to the books, records, personnel, officers and the right to inspect all facilities of the Company’s Real PropertyBusiness (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, properties, assets, premises, books and records, contracts, agreements without executing a customary access and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer indemnity agreement in its investigation of the Companyrespect thereto); provided, however, that any such investigation access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable advance notice to the Sellers’ Representativetime, under the reasonable supervision of Sellers’ designated Seller’s personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timebusinesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the contrary in this Agreementdate hereof, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the Sellers nor extent that any such Tax Return or related material relates solely to the Company Parties shall be required to disclose Transferred Entities, the Business or the Transferred Assets or (b) any information to Buyer if making such disclosure information available would be reasonably likely to: (i) cause significant competitive harm reasonably be likely to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure result in a waiver of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client or other legal privilege; , or (iiiii) contravene any applicable Law, fiduciary duty or Contract entered into prior binding agreement (including any confidentiality agreement to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, which Seller or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyits Affiliates is a party) (it being understood that Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed duty or conditionedagreement).

Access to Information. From Subject to the date hereof until Confidentiality Agreement and applicable Law (including Antitrust Laws) relating to the Closingsharing of information, prior to the Closing Date, upon reasonable notice to the Company, the Sellers Company shall, and shall cause its Subsidiaries to, afford to Parent, upon its reasonable request, through Parent’s officers, employees and representatives, reasonable access to the properties (including the Real Property), businesses and operations and to all books, records, contracts and other assets of the Company to: (a) afford Buyer and its Representatives access to and Subsidiaries (including, for the right to inspect all avoidance of doubt, the Company providing Parent any forward-looking forecasts of cash flows of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Company or its Subsidiaries and other documents and data related financial forecasts of the Company or its Subsidiaries, in each case, to the Company Parties; extent prepared in the Ordinary Course of Business) (b) furnish Buyer provided that Parent and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation representatives shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel have access during normal business hours and in such a manner as not to interfere unreasonably interfere with the normal business or operations of the Company) and, at Parent’s cost and expense, to make extracts and copies of such books and records. All requests by Buyer for access pursuant Parent and Parent’s representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to this Section 7.2 minimize any disruption to the business. Notwithstanding anything herein to the contrary, neither the Company nor any of its Subsidiaries shall be submitted required to provide access to or directed exclusively disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege, contravene any Law, or conflict with any confidentiality obligations to which the Sellers’ Representative Company or any of its Subsidiaries is bound (it being agreed that the parties shall use their commercially reasonable efforts to cause such other individuals as the Sellers may designate information to be provided in writing from time to timea manner that would not result in such jeopardy, contravention or conflict). Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingcontained herein, prior to the Closing, Buyer without the prior written consent of a representative of the Company (who shall be identified in writing to Parent as the representative contemplated by this Section 6.1), (i) Parent shall not contact any suppliers to, or customers or employees of, the Company, Company or any of its Subsidiaries and Buyer (ii) Parent shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedits Subsidiaries.

Access to Information. From the date hereof of this Agreement until the ClosingEffective Time, to the extent permitted by applicable law, the Sellers shallCompany and Parent will, during normal business hours and shall cause the Company to: upon reasonable request, (a) afford Buyer give the other party and its Representatives counsel, financial advisors, auditors and other authorized representatives reasonable access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premises, books and recordsrecords of such party and its Subsidiaries, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer to the other party and its Representatives with such financialcounsel, operating financial advisors, auditors and other authorized representatives such financial and operating data and other information related to the Company Parties as Buyer or any of its Representatives such Persons may reasonably request; , and (c) instruct its employees, counsel and financial advisors to reasonably cooperate with the Representatives of Sellers and the Company to cooperate fully with Buyer other party in its investigation of the business of the Company or Parent, as the case may be; provided that such investigation shall not unreasonably disrupt the Company’s or Parent’s operations (it being understood and agreed that in no event shall any invasive or subsurface investigation or testing of any environmental media be conducted without the prior consent of the Company, such consent to be within the Company’s reasonable discretion); and provided, further, that no such investigation shall affect any representation or warranty given by either party hereunder; provided, howeverfurther, that any such investigation the Company shall be conducted with reasonable advance notice perform the actions set forth on Section 7.3 of the Company Disclosure Schedules (subject to the Sellers’ Representative, under the supervision terms of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement7.3). Notwithstanding the foregoing, prior neither the Company, on the one hand, nor Parent, on the other hand, shall be required to provide any information which it reasonably believes it may not provide to the Closingother by reason of any applicable law, Buyer shall not contact any suppliers towhich constitutes information protected by attorney/client privilege, or customers which it is required to keep confidential by reason of contract or agreement with any third Person. Each party shall use reasonable efforts to make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. All information obtained by Parent or the Company pursuant to this Section 7.3 shall be kept confidential in accordance with, and shall otherwise be subject to the terms of, the CompanyConfidentiality Agreement dated as of October 1, 2023 between Parent and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without Company (the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned“Confidentiality Agreement”).

Access to Information. (a) From the date hereof of this Agreement until the Closingconsummation of the Offer, the Sellers shallCompany will give Purchaser and its authorized representatives (including counsel, environmental and other consultants, accountants and auditors) full access during normal business hours to all facilities, personnel and operations and to all books, records, documents, contracts, and shall financial statements of it and its subsidiaries, will permit Purchaser to make such inspections as it may reasonably require and will cause its officers and those of its subsidiaries to furnish Purchaser with such financial and operating data and other information with respect to its business and properties as Purchaser may from time to time reasonably request. (b) Purchaser acknowledges that information received by it or them concerning the Company to: (a) afford Buyer and its Representatives access operations is subject to the Confidentiality Agreement dated September 18, 2000 between Purchaser and the right Company (the "CONFIDENTIALITY AGREEMENT"). Without limiting the foregoing, Purchaser will not, and will cause their representatives not to, use any information obtained pursuant to inspect Section 7.4 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. Subject to the requirements of law, Purchaser will keep confidential, and will cause their representatives to keep confidential, all information and documents obtained pursuant to Section 7.4 unless such information (i) was already known to Purchaser, (ii) becomes available to Purchaser from other sources not known by Purchaser to be bound by a confidentiality obligation, (iii) is disclosed with prior written approval of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to or (iv) is or becomes readily ascertainable from published information. In the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer event that this Agreement is terminated or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not shall otherwise fail to be consummated, provided that disclosure Purchaser shall promptly cause all copies of the Transaction documents or extracts thereof containing information and data as to the Company Business after Closing to be returned. In the event that this Agreement has been terminated or the transactions contemplated hereby shall have failed to be deemed not to cause competitive harm; consummated and Purchaser or any of its agents or representatives are requested or required (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Lawby oral questions, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoinginterrogatories, prior to the Closing, Buyer shall not contact any suppliers torequests for information, or customers ofdocuments in legal proceedings, the Companysubpoena, and Buyer shall have no right civil investigative demand, or other similar process) to perform invasive or subsurface investigations of disclose any of the Real Propertymaterials delivered or obtained pursuant to this Agreement (the "COMPANY DOCUMENTATION"), Purchaser shall provide the Company with prompt written notice of any such request or requirement so that the Company may seek a protective order or other appropriate remedy. If, in each casethe absence of a protective order or other remedy, without the prior written consent Purchaser or any of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.its agents or

Access to Information. From the date hereof Effective Date until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford grant Buyer and its Representatives full access to, and a full opportunity to inspect, investigate, and audit, the right to inspect all of the Company’s Real PropertyBooks and Records, properties, assetsContracts, premisesfilings, books and records, contracts, agreements and other documents documents, data, and data records related to the Company Parties; Business, (b) furnish Buyer and its Representatives with such financial, operating operating, and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such Business. Any investigation pursuant to this Section 5.2 shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness 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, or agreement given or made by Seller in this Agreement. All requests by Buyer for access pursuant to this Section 7.2 5.2 shall be submitted or directed exclusively to the Sellers’ Representative Dxxxx X’Xxxxx and B. Sxxxx Xxx, or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if such disclosure would would, in Seller’s counsel’s opinion (which shall be reasonably likely todelivered to Buyer) would: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize Seller’s attorney-client privilege; or (iiiz) contravene any applicable LawLegal Requirement. Except as provided in Section 6.2(d), fiduciary duty Buyer may not contact any suppliers or Contract entered into customers of the Business without Seller’s prior to the date of this Agreementwritten consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, prior Prior to the Closing, Buyer shall, and shall not contact any suppliers cause its Representatives to, or customers of, abide by the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any terms of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 5.2.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access Subject to and Section 4.4 hereof, until the right to inspect all earlier of the Company’s Real PropertyClosing or the termination of this Agreement, Seller shall cause its officers, directors, employees and other agents to afford the officers, directors, employees and other agents of Buyer reasonable access during normal business hours to the officers, directors, employees, agents, properties, assets, premises, offices and other facilities of the Company and its Subsidiaries and their books and records, contracts, agreements and other documents and data related to the Company Parties; (b) shall furnish Buyer and its Representatives with such financial, operating and other data and information related with respect to the Company Parties and its Subsidiaries, as Buyer Buyer, through its officers, employees or any of its Representatives agents, may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with . In exercising its rights hereunder, Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner conduct itself so as not to unreasonably interfere with in the normal operations conduct of the Companybusiness of the Company and its Subsidiaries prior to Closing. All requests Buyer acknowledges and agrees that any contact by Buyer for access pursuant to this Section 7.2 and its agents and representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be submitted or directed exclusively arranged and supervised by representatives of Seller, unless Seller otherwise expressly consents with respect to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeany specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither the Sellers Seller nor any of its Affiliates (including the Company Parties and its Subsidiaries) shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: or any agent or representative thereof any (i) cause significant competitive harm information (A) except as already provided to Buyer, relating to any sale or divestiture process conducted by Seller or its Affiliates for the Company or its business or Seller’s or its Affiliates’ (or their representatives’) evaluation of the Company or its business in connection therewith, including projections, financial or other information relating thereto or (B) if doing so could violate any Contract or Law to which Seller or any of its Affiliates (including the Company and its Subsidiaries) is a party or is subject or which it believes in good faith could result in a loss of the ability to successfully assert a claim of privilege (including without limitation, the attorney-client and work product privileges) or (ii) consolidated, combined, unitary or similar Tax Return of which Seller or any of its Affiliates (other than the Company or any of its Subsidiaries) is the common parent or any other information relating to Taxes or Tax Returns other than information relating solely to the Company Parties and its Subsidiaries. (b) After the Closing, upon reasonable written notice, Buyer shall furnish or cause to be furnished to Seller and its counsel, agents and representatives access, during normal business hours, to such information and assistance relating to the Company and its Subsidiaries as is necessary for (i) any financial reporting and accounting matters, the preparation and filing of any Tax Return, the defense of any Tax claim or assessment, or in connection with any disclosure obligation or the Company Business if the transactions contemplated by this Agreement are not consummateddefense of any Action, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; or (ii) jeopardize attorneywith Buyer’s consent, which shall not be unreasonably withheld or delayed, any other reasonable business purpose. Seller shall reimburse the Company for reasonable out-client privilege; or of-pocket costs and expenses incurred in assisting Seller pursuant to this Section 4.5(b). (iiic) contravene any To the extent permitted by applicable LawLaws, fiduciary duty or Contract entered into prior to within one (1) Business Day after the date of this Agreement. Notwithstanding , Seller shall provide, or shall cause the foregoing, prior Company to the Closingprovide, Buyer shall not contact any suppliers to, or customers of, with the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any information called for by the templates attached hereto as Exhibit C for each employee of the Real Property, Company and its Subsidiaries other than Canadian employees and temporary employees (the “Employee Data”). The Employee Data shall be provided to Buyer electronically in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.Microsoft Excel

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford For a period of seven years after the Closing Date, upon reasonable prior written notice, Buyer and its Representatives Sellers shall furnish or cause to be furnished to each other and their employees, agents, auditors and representatives access, during normal business hours, to such information, books and records relating to the Business and the Acquired Assets as is reasonably necessary for financial reporting and accounting matters, the preparation and filing of Tax Returns, reports or forms for the defense of any Tax claims, assessments, audits or disputes, or the prosecution or defense of any Action and shall cooperate with each other to the extent reasonably requested for the preparation of such financial reporting, accounting and Tax matters, provided, that with respect to any Tax Returns or other records relating to Tax matters or any other Action, either Party shall have reasonable access to such information until the applicable statute of limitations, if any, shall have expired, and provided, further, that in either case such access shall be subject to reasonable and customary restrictions with respect to confidentiality. Each Party shall have the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or copy any of such records at its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation own expense. Neither Party shall be conducted with reasonable advance notice required by this Section 6.1(a) to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations. Further, Buyer understands that it is the intention of CCI to dissolve the corporate entity and terminate all operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively following closing, which dissolution may take place prior to the Sellers’ Representative or such seven year term reflected above. (b) Seller and Buyer each agree to preserve, for at least seven years after the Closing Date, all material books, ledgers and other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: records that are (i) cause significant competitive harm reasonably related to the Company Parties Business or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Acquired Assets and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilegein their possession; or (iii) contravene any provided, that each Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable Law, fiduciary duty or Contract entered into prior to the date statute of this Agreementlimitations. Notwithstanding the foregoing, Buyer understands that it is the intention of CCI to terminate all operations following Closing, which dissolution may take place prior to the Closingseven year term reflected above. (c) From and after the date of this Agreement and until the Closing Date or the earlier termination of this Agreement, Seller shall give Buyer shall not contact any suppliers toand Buyer’s employees and agents, or customers ofreasonable access upon reasonable notice during normal business hours to such information concerning the Seller and the Business as Buyer may reasonably request. (d) On and after the Closing Date, the Company, Seller and Buyer shall have no right to perform invasive will take all appropriate action and execute all documents, instruments or subsurface investigations conveyances of any kind which may be reasonably necessary or advisable to carry out the intent and purposes of this Agreement and the Transaction Agreements, including putting Buyer in possession and operating control of the Real Property, in each case, without Business and the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedAcquired Assets.

Access to Information. (a) From the date hereof until the ClosingClosing Date, the Sellers shallwill (and will cause their Affiliates to) (i) give Buyer, its counsel, financial advisors, auditors and shall cause the Company to: (a) afford Buyer and its other authorized Representatives reasonable access to the Purchased Real Property offices, preparation plants, underground mine workings and other facilities and properties of the Purchased Business and the right to inspect all books and records of the Company’s Real PropertySellers relating to the Purchased Business, properties(ii) furnish to Buyer, assetsits counsel, premisesfinancial advisors, books and records, contracts, agreements auditors and other documents authorized Representatives such financial and operating data related and other information relating to the Company Parties; (b) furnish Buyer and its Representatives with Purchased Business as such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives Persons may reasonably request; request and (ciii) instruct the Representatives employees, counsel and financial advisors of the Sellers and the Company their Affiliates to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such Purchased Business. Any investigation by Buyer or its authorized Representatives pursuant to this Section 5.03 shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to business of the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall (A) have no right access to perform invasive or subsurface investigations of any personnel records of the Real PropertySellers relating to individual performance or evaluation records, medical histories or other information which in each case, the Sellers’ good faith opinion is sensitive or the disclosure of which could subject the Sellers to risk of liability or (B) without the prior written consent of the Sellers, which consent shall ’ Representative (not to be unreasonably withheld, delayed conditioned or conditioneddelayed), conduct or cause to be conducted any sampling, testing or otherwise invasive investigation of the air, soil, surface water, groundwater, building materials or other environmental media related to the Purchased Business or the Purchased Assets. Notwithstanding the foregoing, until the Sale Order shall have been entered, except with the prior written consent of the Sellers, Buyer shall not, and shall cause its Affiliates and their respective representatives (including counsel, accountants and financial advisors) not to, initiate or maintain contact with any security-holder, director, officer, employee, partner, manager, member, agent, advisor, representative, customer, supplier, vendor, independent contractor, lender or landlord of the Sellers or any of their Affiliates, in each case, solely with respect to, or relating or referring in any way to the sale of coal. (b) Without limiting the generality of Section 5.03(a), Buyer and the Sellers shall, beginning immediately upon the Effective Date and continuing until Closing, conduct a reasonable joint pre-closing review to confirm the quantities of Coal Inventory and the existence and location of the Equipment and Fixed Assets, for the purpose of verifying the same; provided that such pre-closing review shall not interfere unreasonably with the conduct of the business of the Sellers.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel 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 7.2 5.02 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (iw) cause significant competitive harm to Seller, the Company Parties or the Company Business and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other privilege; or (iiiy) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Company and Buyer shall have no right to perform invasive invasive, destructive or subsurface investigations of the Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall cause its Representatives to, abide by the terms of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 5.02.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to Between the date of this Agreement and the right earlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Company shall (i) give Parent, Merger Sub and their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during business hours, to inspect all buildings, offices, and other facilities and to all Books and Records of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to whether located on the premises of the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harmat another location; (ii) jeopardize attorney-client privilegepermit Parent and Merger Sub to make such inspections as they may require; or (iii) contravene any applicable Lawcause its officers to furnish Parent and Merger Sub such financial, fiduciary duty or Contract entered into prior operating, technical and product data, and other information with respect to the date business and Assets and Properties of this Agreement. Notwithstanding the foregoingCompany as Parent and Merger Sub from time to time may reasonably request, prior including financial statements and schedules; (iv) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and Affiliates of the Closing, Buyer shall not contact any suppliers to, or customers of, Company with the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the ’s prior written consent of the Sellersconsent, which consent shall not be unreasonably withheldwithheld or delayed; and (v) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, delayed however, that no investigation pursuant to this Section 6.3(a) shall affect or conditionedbe deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 6.3(a) may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby. (b) Between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement, upon reasonable notice, the Parent shall (i) give the Company and its respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access, during business hours, to all buildings, offices, and other facilities and to all Books and Records of the Parent and Merger Sub, whether located on the premises of the Parent or at another location; (ii) permit the Company to make such inspections as it may require; (iii) cause its officers to furnish the Company such financial, operating, technical and product data, and other information with respect to the business and Assets and Properties of the Parent and Merger Sub as the Company from time to time may reasonably request, including financial statements and schedules; and (iv) allow the Company the opportunity to interview such employees and other personnel and Affiliates of the Parent with the Parent’s prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that no investigation pursuant to this Section 6.3(b) shall affect or be deemed to modify any representation or warranty made by the Parent or Merger Sub herein.

Access to Information. From the date hereof until the Closingearlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Sellers shall, Acquirer and the Target Company shall cause the Company to: (a) afford Buyer provide to the Other Party, its legal counsel and its other Representatives reasonable access to its offices, properties and the right to inspect all of the Company’s Real PropertyBooks and Records, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and to the Other Party, its Representatives with such financial, operating legal counsel and other data and Representatives such information related relating to the Company Parties its business as Buyer or any of its Representatives such Persons may reasonably request; request and (c) instruct the cause its employees, legal counsel, accountants and Representatives of Sellers and the Target Company to reasonably cooperate fully with Buyer the Other Party in its investigation of its business; provided that no investigation pursuant to this Section (or any investigation prior to the Company; provideddate hereof) shall affect any representation or warranty given hereunder and, howeverprovided further, that any such investigation pursuant to this Section shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the Other Party’s business. Neither the Acquirer, the Target Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties any their respective Subsidiaries shall be required to provide access to or disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (i) cause significant competitive harm to jeopardize the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure protection of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; privilege or (iii) contravene any applicable Law, fiduciary duty Law (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or Contract entered into prior to the date of this Agreementcontravention. Notwithstanding the foregoing, prior Prior to the Closing, Buyer Acquirer and its Representatives shall not contact or communicate with the employees, contractors, customers, suppliers, regulators and other business relations of the Target Company in connection with the transactions contemplated hereby except (i) in connection with obtaining any suppliers toConsent required in connection with this Agreement or the transactions contemplated hereby, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without (ii) with the prior written consent of the Sellers, Target Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), provided that the Target Company shall have the right to have a Representative present during any such contact in the event that it consents to such contact.

Access to Information. From the date hereof until the Closing, the The Sellers shall, and shall cause the Company to: and its Subsidiaries to afford Purchaser and its accountants, counsel and other representatives reasonable access to (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assetsbooks, premisesContracts, books commitments and records, contracts, agreements and other documents and data related to records of the Company Parties; and its Subsidiaries, including all Company Intellectual Property and Company Products, (b) furnish Buyer all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Representatives with such financial, operating and other data and information related to the Company Parties Subsidiaries as Buyer or any of its Representatives Purchaser may reasonably request; , and (c) instruct the Representatives executive Senior Managers of Sellers and the Company to cooperate fully with Buyer in its investigation and any additional Employees of the CompanyCompany or its Subsidiaries as reasonably requested by Purchaser. The Sellers shall cause the Company and its Subsidiaries to provide to Purchaser and its accountants, counsel and other representatives copies of internal financial statements (including Tax Returns and supporting documentation) promptly upon request; provided, however, that no information discovered through the access afforded by this Section 6.1 shall (x) limit or otherwise affect any remedies available to the Party receiving such investigation shall notice, (y) constitute an acknowledgment or admission of a breach of this Agreement, or (z) be conducted with reasonable advance notice deemed to amend or supplement the Sellers’ RepresentativeDisclosure Schedule or prevent or cure any misrepresentations, under breach of warranty or breach of covenant. For the supervision avoidance of Sellers’ designated personnel doubt, the right to indemnification, payment of Losses or any other remedy will not be affected by any investigation conducted with respect to, or any knowledge acquired (or capable of being acquired) at any time, whether before or after the execution and in such a manner as not to unreasonably interfere delivery of this Agreement or the Closing Date, with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively respect to the Sellers’ Representative accuracy or such other individuals as inaccuracy of or compliance with, any representation, warranty, covenant or agreement made by the Sellers may designate in writing from time or any other matter. The waiver of any condition based on the accuracy of any such representation or warranty, or on the performance of or compliance with any such covenant or agreement, will not affect the right to timeindemnification, payment of Losses, or any other remedy based on any such representation, warranty, covenant or agreement. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties No Indemnified Party shall be required to disclose show reliance on any information representation, warranty, certificate or other agreement in order for such Indemnified Party to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm entitled to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedindemnification hereunder.

Access to Information. From (a) The Company shall afford to PalEx and Subsidiary and their accountants, counsel, financial advisors and other representatives (the date hereof until "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to the ClosingCompany and its accountants, counsel, financial advisors and other representatives (the Sellers shall"COMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to the Effective Time to all of their respective properties, books, contracts, commitments and records (including, but not limited to, financial statements and Tax Returns) and, during such period, shall furnish promptly to one another all due diligence information requested by the other party. PalEx and Subsidiary shall hold and shall use their reasonable best efforts to cause the PalEx Representatives to hold, and the Company shall hold and shall use its reasonable best efforts to cause the Company to: (a) afford Buyer and its Representatives access to and the right hold, in strict confidence all non-public information furnished to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives it in connection with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummatedAgreement, provided except that disclosure each of the Transaction PalEx, Subsidiary and the Company Business after Closing may disclose any information that it is required by law or judicial or administrative order to disclose. (b) In the event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or other reproductions of such written material. In the event of such termination, all documents, memoranda, notes and other writings prepared by PalEx and Subsidiary or the Company based on the information in such material shall be deemed not destroyed (and PalEx , Subsidiary and the Company shall use their respective reasonable best efforts to cause competitive harm; their advisors and representatives to similarly destroy their documents, memoranda and notes), and such destruction (iiand reasonable best efforts) jeopardize attorney-client privilege; shall be certified in writing by an authorized officer supervising such destruction. (c) The Company shall promptly advise PalEx in writing of any change or (iii) contravene the occurrence of any applicable Law, fiduciary duty or Contract entered into prior to event after the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers toAgreement having, or customers ofwhich, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyinsofar as can reasonably be foreseen, in each casethe future may have, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedany Company Material Adverse Effect.

Access to Information. (a) From the date hereof of this Agreement until the Closing, the Sellers shallupon reasonable notice, and TDCC shall cause the Company to: use its reasonable best efforts to (ai) afford Buyer Parent and its authorized Representatives reasonable access to the offices, properties and the right to inspect all books and records of the Company’s Real Property, properties, assets, premises, books Business; and records, contracts, agreements and other documents and data related (ii) furnish to the Company Parties; authorized Representatives of Parent such additional available information regarding the Business (b) furnish Buyer and its Representatives with such financialor copies thereof), operating and other data and information related as Parent may from time to the Company Parties as Buyer or any of its Representatives may time reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that (x) any such investigation access or furnishing of information shall be conducted with reasonable advance notice to the Sellers’ Representativeat Parent’s expense, during normal business hours, under the supervision of Sellers’ designated Dow’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All Business; (y) all requests by Buyer for access pursuant to this Section 7.2 7.04(a) shall be submitted made in writing and shall be directed to and coordinated with a person or directed exclusively persons designated by TDCC in writing; and (z) Parent shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any Dow Entity in connection with the transactions contemplated by this Agreement and the other Transaction Documents, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of TDCC. Notwithstanding anything to the Sellers’ Representative contrary in this Agreement, TDCC shall not be required to provide any access or disclose any information to Parent or its Representatives if such disclosure could reasonably be expected to (A) jeopardize, or result in a loss or waiver of, any attorney-client or other individuals legal privilege; (B) contravene any applicable Law, fiduciary duty or agreement; or (C) result in the 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 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 Representatives shall be 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 the sole discretion of TDCC. (b) From the date of this Agreement until the Closing, upon reasonable notice, Parent shall use its reasonable best efforts to (i) afford TDCC and its authorized Representatives reasonable access to the offices, properties and books and records of the businesses of Parent and its Subsidiaries; and (ii) furnish to the authorized Representatives of TDCC such additional available information regarding the businesses of Parent and its Subsidiaries (or copies thereof), as the Sellers TDCC may designate in writing from time to timetime reasonably request; provided, that (x) any such access or furnishing of information shall be conducted at TDCC’s expense, during normal business hours, under the supervision of the personnel of Parent or its Subsidiaries and in such a manner as not to interfere with the normal operations of the businesses of Parent and its Subsidiaries; (y) all requests for access pursuant to this Section 7.04(b) shall be made in writing and shall be directed to and coordinated with a person or persons designated by Parent in writing; and (z) TDCC shall not, and shall cause its Representatives not to, contact any of the employees, customers, distributors or suppliers of any Parent Entity in connection with the transactions contemplated by this Agreement and the other Transaction Documents, whether in person or by telephone, mail, or other means of communication, without the specific prior written authorization of Parent. Notwithstanding anything to the contrary in this Agreement, Parent shall not be required to provide any access or disclose any information to TDCC or its Representatives if such disclosure could reasonably be expected to (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 loss of protection of any proprietary information or Trade Secrets of any Parent Entity. When accessing any of the properties of Parent or its Affiliates, TDCC shall, and shall cause its Representatives to, comply with all of Parent’s or its Affiliates’ safety and security requirements for the applicable property. Notwithstanding anything to the contrary in this Agreement, neither the Sellers TDCC nor the Company Parties any of its Representatives shall be required allowed to disclose sample or analyze any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties soil or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; groundwater or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers toother environmental media, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each casebuilding material, without the prior written consent of the SellersParent, which consent shall not may be unreasonably withheld, delayed or conditionedwithheld in the sole discretion of Parent. (c) The provisions of this Section 7.04 are subject to the Tax Matters Agreement with respect to Tax matters and the Employee Matters Agreement with respect to employee matters.

Access to Information. From (a) Between the date hereof until Execution Date and the ClosingClosing or the earlier termination of this Agreement, the Sellers shall, and shall cause the Company and its Subsidiaries to: , (ai) afford to the Buyer and its Representatives representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to the right to inspect Buyer all information concerning the properties, books, Contracts, records and personnel of the Company and its Subsidiaries as Buyer may reasonably request (including the work papers of the Company’s Real Propertyindependent accountants upon receipt of any required consent from the Company’s independent accountants), properties, assets, premises, books and records, contracts, agreements and other documents and data related (iii) instruct the Company’s representatives to cooperate with the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer representatives in its investigation of the CompanyBuyer’s reasonable investigation; provided, however, that the Company and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Company’s sole discretion, (A) any Law requires the Company and/or the relevant Subsidiary to restrict or prohibit access to any such investigation shall be conducted with reasonable advance notice properties or information, (B) the disclosure of such information to the Sellers’ Representative, under the supervision of Sellers’ designated personnel Buyer or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were 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 7.2 shall be submitted or directed exclusively effect prior to the Sellers’ Representative or execution and delivery of this Agreement and/or such other individuals as the Sellers may designate in writing from time confidentiality obligations arose prior to time. Notwithstanding anything to the contrary in this AgreementClosing, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure (C) it would be reasonably likely to: (i) cause significant competitive harm to Sellers, the Company Parties or the Company Business Company, any of its Subsidiaries and their respective businesses if the transactions contemplated by this Agreement Contemplated Transactions are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; or (iiiv) it would jeopardize any attorney-client or other privilege; or (iii. Any investigation pursuant to this Section 6.02(a) contravene any applicable Law, fiduciary duty or Contract entered into prior shall be conducted in such manner as not to interfere unreasonably with the date conduct of this Agreementthe business of the Company and/or the relevant Subsidiary. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of the Company, Buyer shall not contact any suppliers to, or customers of, the CompanyCompany or any of its Subsidiaries, and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. The rights to access information as provided in this Section 6.02 shall apply mutatis mutandis to the Company (as the entitled party) in respect of the Buyer. (b) Between the Execution Date and the Closing or the earlier termination of this Agreement, the Buyer shall, and shall cause its Subsidiaries to, (i) afford to the Company and its representatives reasonable access to all of its properties, books, Contracts and records, (ii) furnish to the Company all information concerning the properties, books, Contracts, records and personnel of the Buyer and its Subsidiaries as the Company may reasonably request (including the work papers of the Buyer’s independent accountants upon receipt of any required consent from the Company’s independent accountants), and (iii) instruct the Buyer’s representatives to cooperate with the Company and its representatives in Company’s reasonable investigation; provided, however, that the Buyer and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Buyer’s sole discretion, (A) any Law requires the Buyer and/or the relevant Subsidiary to restrict or prohibit access to any such properties or information, (B) the disclosure of such information to the Company or its representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to the Buyer, any of its Subsidiaries and their respective businesses if the Real PropertyContemplated Transactions are not consummated, or (D) it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 6.02(b) shall be conducted in each casesuch manner as not to interfere unreasonably with the conduct of the business of the Buyer and/or the relevant Subsidiary. Prior to the Closing, without the prior written consent of the SellersBuyer, which consent Company shall not contact any suppliers to, or customers of, the Buyer or any of its Subsidiaries, and Company shall have no right to perform invasive or subsurface investigations of the Leased Real Property. (c) All information shared between the Parties pursuant to the shall be unreasonably withheldsubject to the Mutual Non-Disclosure Agreement dated August 31, delayed or conditioned2020 (the “Mutual NDA”).

Access to Information. From the date hereof until the Closingfor thirty (30) days, the Sellers shall, and City shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Purchase Assets and other documents and data related to the Company PartiesTelecom System; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Telecom System as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company City to cooperate fully with Buyer in its investigation of the CompanyTelecom System; provided, however, that any such investigation shall be conducted with during normal Telecom System hours upon reasonable advance notice to the Sellers’ RepresentativeCity, under the supervision of Sellers’ designated City personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyTelecom System. Without limiting the foregoing, the City shall permit Buyer and its Representatives to conduct environmental due diligence of the Real Property Interests. All requests by Buyer for access pursuant to this Section 7.2 7.02 shall be submitted or directed exclusively to the Sellers’ Representative Xxxxxxx Xxxxxxxxxxx or such other individuals as the Sellers City may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties City shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in the City’s sole discretion: (ix) cause significant competitive harm to the Company Parties or City and the Company Business Telecom System, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of the City, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the CompanyTelecom System. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 7.02. No investigation by Buyer or other information received by Buyer shall have no right to perform invasive operate as a waiver or subsurface investigations of otherwise affect any of representation, warranty or agreement given or made by the Real Property, City or Blue Water in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedthis Agreement.

Access to Information. From the date hereof until the ClosingClosing or the termination of this Agreement, the Sellers Seller shall, and shall cause the Company and each Subsidiary to: , (a) afford Buyer and its Representatives access reasonable access, during normal business hours and upon reasonable prior notice, to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to the Company Partiesand its Subsidiaries; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties and its Subsidiaries as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to reasonably cooperate fully with Buyer in its due diligence investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel Company and in such a manner as not to unreasonably interfere with the normal operations of the Companyits Subsidiaries. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding Without limiting the foregoing, prior Seller shall permit Buyer and its Representatives to conduct environmental due diligence of the ClosingCompany 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 contact conduct any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, testing without the Seller’s prior written consent of the Sellers, (which consent 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 4.02 shall be 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, 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. From (a) Aon shall and shall cause the date hereof until Company and the ClosingSubsidiaries to afford to the officers, employees and authorized representatives of Buyer (including independent public accountants, attorneys and investment bankers) reasonable access during normal business hours, upon reasonable advance notice, to the offices, properties, employees and business and financial records (including computer files, retrieval programs and similar documentation) of the Company and the Subsidiaries to the extent Buyer shall reasonably deem necessary in order to be able to operate the Company and the Subsidiaries after the Closing and shall furnish or cause to be furnished to Buyer or its authorized representatives such additional information concerning the Company and the Subsidiaries as shall be reasonably requested; provided, however, that: (i) Aon, the Sellers Company and the Subsidiaries shall not be required to violate any Requirements of Law, Court Order or obligation of confidentiality to which Aon, the Company or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1; (ii) Aon, the Company and the Subsidiaries shall not be required to furnish or otherwise make available to Buyer customer-specific data or competitively sensitive information; and (iii) Buyer shall not, without the prior written consent of Aon, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Company and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement. Buyer agrees that: (A) such investigation shall be conducted in such a manner as not to interfere unreasonably with the operations of Aon, the Company and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Company and the Subsidiaries shall not be required to provide any books and records or reports based thereon that they do not maintain or prepare in the ordinary course of their business. Notwithstanding the foregoing, the obligations of Aon pursuant to this Section 7.1 shall be subject to the right of Aon to determine, in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or privileged information. The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement. (b) Prior to the Closing Date, Aon shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real PropertySubsidiaries to, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; providedwith respect to transition matters, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely including to: (i) cause significant competitive harm provide reasonable access to the Company Parties or employees of the Company Business if and the Subsidiaries in respect of transition planning; (ii) designate certain of their employees to serve as members of a joint Aon/Buyer transition team and cause such individuals to devote reasonable time to transition matters (it being agreed that Aon (including the Company and the Subsidiaries) shall not be required to appoint more than 20 employees to such team); (iii) devote reasonable office accommodations and related facilities for a continuing presence of transition team members on the premises of the Company and the Subsidiaries; (iv) promptly provide the Buyer with copies of all correspondence or written communication among Aon or any of the Company or any Subsidiary, on the one hand, and A.M. Best Company Inc., Standard & Poor’s or Xxxxx’x Investors Service, Inc., on the other, which relates to the business of the Company or any of the Subsidiaries; and (v) make reasonably available officers of the Company and the Subsidiaries to assist the Buyer and its investment bankers in connection with any “due diligence” meetings conducted in connection with any financing transactions entered into by the Buyer in connection with the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From the date hereof of this Agreement until the Closing, the Sellers shallIndemnifying Members will, and shall will cause the Company to: (aA) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (bB) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; , and (cC) instruct the Company’s Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be is conducted with during normal business hours after reasonable advance notice to the Sellers’ RepresentativeIndemnifying Members, under the supervision of Sellersthe Indemnifying Members’ designated or the Company’s personnel and in such a manner as not to unreasonably interfere with the Company’s normal operations of the Companyoperations. All Buyer must direct all requests by Buyer for access pursuant to under this Section 7.2 shall be submitted or directed 6.2 exclusively to the Sellers’ Representative Indemnifying Members or such other individuals as the Sellers they may designate in writing from time to time. Notwithstanding Despite anything to the contrary in this Agreement, neither the Sellers Indemnifying Members nor the Company Parties shall be required to must disclose any information to Buyer if the Indemnifying Members decide such disclosure would be reasonably likely towould: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii1) jeopardize any attorney-client or other privilege; , or (iii2) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to Before the Closing, Buyer with the prior Indemnifying Members’ written consent (which may be conditioned on the timing and their ability to accompany Buyer), which shall not be unreasonably withheld, Buyer may contact any suppliers to, or employees, contractors or customers of, of the Company, Company and Buyer shall have no right to may perform invasive or subsurface investigations of any the Real Property. Consent to conduct investigations of the Real PropertyProperty may be conditioned on not disturbing the Company’s operations, in each caseobtaining the landlord’s consent and satisfying any requirements the landlord imposes (e.g., without securing a bond, restoring the prior written consent property, etc.). Buyer will, and will cause its Representatives to, abide by the terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement regarding any access or conditionedinformation provided under this Section 6.2.

Access to Information. (a) From the date hereof until the ClosingClosing Date, the Sellers shallupon reasonable notice, and Seller shall cause each of its Affiliates, officers, directors, employees, agents, representatives, accountants, counsel and financial advisors to (i) give Buyer, its counsel, financial advisors, auditors and other authorized representatives full access during normal business hours to the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assets, premises, books and recordsrecords of the Business, contracts(ii) furnish to Buyer, agreements its counsel, financial advisors, auditors and other documents authorized representatives such financial and operating data related and other information relating to the Company Parties; Business as such Persons may from time to time reasonably request and (biii) furnish Buyer instruct the officers, directors, employees, agents, representatives, accountants, counsel and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer financial advisors of Seller or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Affiliates to cooperate fully with Buyer in its investigation of the CompanyBusiness; providedPROVIDED, howeverHOWEVER, that any such investigation pursuant to this Section 5.02 shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations Business and shall be subject to the terms of the CompanyConfidentiality Agreement. All requests No investigation by Buyer for access pursuant to this Section 7.2 or other information received by Buyer shall be submitted operate as a waiver or directed exclusively to otherwise affect any representation, warranty or agreement given or made by either Seller or the Sellers’ Representative Majority Stockholder hereunder or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Voting Agreement, neither respectively. (b) On and after the Sellers nor the Company Parties shall be required Closing Date, Seller and its Affiliates will hold, and will use their reasonable best efforts to cause their respective officers, directors, employees, accountants, counsel, consultants, advisors and agents to hold, in confidence, unless compelled to disclose any by judicial or administrative process or by other requirements of law, all confidential documents and information to Buyer if such disclosure would be reasonably likely to: concerning the Buyer, Buyer's Affiliates and the Business. (c) On and after the Closing Date, Seller will, for a period of seven (7) years after the Closing Date (i) cause significant competitive harm retain the books of account, financial and other records (including accountants' work papers) of Seller that relate to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Purchased Assets for periods prior to the Closing in a manner reasonably consistent with prior practice of Seller or send such books and records to Buyer, who shall be deemed not to cause competitive harm; retain such books and records for such period and (ii) jeopardize attorney-client privilege; or afford promptly to Buyer and its agents reasonable access to its books of account, financial and other records (iii) contravene any applicable Lawincluding accountant's work papers), fiduciary duty or Contract entered into prior information, employees and auditors to the date of this Agreement. Notwithstanding the foregoingextent necessary or useful for Buyer in connection with any audit, prior investigation, dispute or litigation or 44 any other reasonable business purpose relating to the Closing, Business; PROVIDED that any such access by Buyer shall not contact any suppliers to, or customers of, unreasonably interfere with the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any conduct of the Real Property, in each case, without the prior written consent businesses or operations of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Access to Information. From the date hereof until the ClosingEffective Time (or termination of this Agreement), the Sellers shallCompany shall give Parent, its counsel, financial advisors, auditors and shall cause other authorized Representatives full access at reasonable times to the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assetspermits, premisesfiles, books and recordsrecords of the Company and its Subsidiaries, contractswill furnish to Parent, agreements its counsel, financial advisors, auditors and other documents authorized Representatives such financial and operating data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives such Persons may reasonably request; request and (c) will instruct the Representatives of Sellers Company's employees, counsel and the Company financial advisors to cooperate fully with Buyer Parent in its investigation of the Companyoperations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Company to Parent hereunder and nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of law or any confidentiality agreement in effect as of the date of this Agreement. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the Confidentiality Agreement previously executed by or on behalf of Parent and the Company (the "Confidentiality Agreement"); provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding notwithstanding anything to the contrary contained in the Confidentiality Agreement or this Agreement, neither the Sellers nor nothing shall prohibit Parent or Merger Subsidiary from including, after prior consultation with the Company Parties shall be required or its Representatives, in the Schedule TO, the Offer to disclose Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is required by law to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to disclosed therein in connection with the Company Parties purchase of Shares or the Company Business if solicitation of proxies in connection with the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Offer and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable LawMerger, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedrespectively.

Access to Information. From (a) Subject to the provision of the Confidentiality Agreement, from the date hereof until the ClosingClosing Date, the Sellers shall, and Seller hereto shall cause the Company to: promptly (ai) afford Buyer give Purchaser and its Representatives respective counsel, financial advisors, accountants, auditors and other authorized representatives reasonable access to and the right to inspect all of the Company’s Real Propertyoffices, properties, assetsBooks and Records relating to the Business and the Purchased Assets, premisesupon reasonable prior notice, books (but only in a manner that does not cause disruption to Seller's business activities and recordsonly in accordance with Seller's site security regulations then in effect), contracts(ii) make available to Purchaser and its counsel, agreements financial advisors, auditors and other documents authorized representatives such financial and operating data related and other information relating to the Company Parties; Business and the Purchased Assets, as Purchaser may reasonably request and (biii) furnish Buyer instruct its directors, officers, key employees, counsel, auditors and its Representatives financial advisors to cooperate with such financialPurchaser's directors, operating officers, key employees, counsel, financial advisors, auditors and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companyauthorized representatives; provided, however, that if Seller reasonably believes that the disclosure of any such investigation information hereunder would violate any Applicable Law, then Seller shall be conducted entitled not to disclosure such information, and the parties agree to negotiate in good faith alternative means of disclosure, if possible, that would not violate Applicable Law. (b) Seller agrees that from and after the Closing Date, it will permit Purchaser and its representatives, in accordance with reasonable advance notice the procedures set forth in paragraph 7.07(a) above, to have access to and to examine and take copies of its Books and Records which are not delivered to Purchaser pursuant hereto and which directly relate to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into Purchased Assets occurring prior to the date Closing or to transactions or events occurring subsequent to the Closing which arise out of this Agreement. Notwithstanding the foregoing, transactions or events occurring prior to the Closing, Buyer shall . All Books and Records of the Seller relating to the Business and the Purchased Assets as conducted by Seller before the Closing Date and not contact any suppliers todelivered to Purchaser pursuant hereto will be preserved by Seller for a period of not less than seven years following the Closing Date, or customers ofsuch longer period as may be required by Applicable Law; provided, however, that Seller shall provide written notice to Purchaser after the Company, expiration of such seven year period if Seller desires to dispose of or destroy such Books and Buyer Records and shall have no provide Purchaser with the right to perform invasive copy or subsurface investigations take possession of any of such Books and Records. (c) Purchaser agrees that from and after the Real PropertyClosing Date, it will permit Seller and its representatives, in each caseaccordance with the procedures set forth in paragraph 7.07(a) above, without to have access to and take copies of all Books and Records of Seller which are delivered to Purchaser pursuant to this Agreement. All such Books and Records delivered to Purchaser will be preserved by Purchaser for a period of not less than seven years following the prior Closing Date, or such longer period as may be required by Applicable Law; provided, however, that Purchaser shall provide written consent notice to Seller after the expiration of such seven year period if Purchaser desires to dispose of or destroy such Books and Records and shall provide Seller with the Sellers, which consent shall not be unreasonably withheld, delayed right to copy or conditionedtake possession of such Books and Records.

Access to Information. From the date hereof until the Closing(a) Subject to Applicable Law, upon reasonable notice, the Sellers shall, Company shall (and shall cause the Company Subsidiaries and the officers, directors, employees and agents of the Company and each Company Subsidiary to: (a) afford Buyer Parent’s officers and Parent’s other authorized Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its Representatives access to and the right to inspect all of the Company’s Real Propertyofficers, employees, agents, properties, assetsbooks, premises, books Contracts and records, contracts, agreements records and other documents shall furnish Parent and data related to the Company Parties; (b) furnish Buyer and its Representatives with such Merger Sub all financial, operating and other data and information related to in the Company Parties as Buyer Company’s or any of its Representatives Company Subsidiary’s possession or control as Parent and Merger Sub through their officers, employees or agents, may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; , provided, however, that the Company and the Company Subsidiaries shall not be required to provide access to any information or documents which would, in the reasonable judgment of the Company after consultation with its outside legal counsel (i) breach any Contract with any Person or violate any Applicable Law, or (ii) result in a loss or waiver of the attorney-client or other privilege held by the Company or any Company Subsidiary (it being agreed that the Company shall give notice to Parent of the fact that it is withholding such information or documents pursuant to clause (i) or clause (ii) above, and thereafter the Company and Parent shall reasonably cooperate to cause such information to be provided in a manner that would not reasonably be expected to waive the applicable privilege or protection or violate the applicable restriction); provided, further, that any access or investigation pursuant to this Section 6.03(a) shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal business and operations of the Company. All requests Company or any Company Subsidiary. (b) No information or knowledge obtained by Buyer for Parent or Merger Sub pursuant to Section 6.02, this Section 6.03 or otherwise shall affect or be deemed to affect or modify any representation, warranty, covenant or agreement contained herein, the conditions to the obligations of the parties to consummate the Merger in accordance with the terms and provisions hereof or otherwise prejudice in any way the rights and remedies of Parent or Merger Sub hereunder, nor shall any such information, knowledge or investigation be deemed to affect or modify Parent’s or Merger Sub’s reliance on the representations, warranties, covenants and agreements made by the Company in this Agreement. (c) Any access granted pursuant to this Section 7.2 6.03 shall be submitted or directed exclusively subject to the Sellers’ Representative Company’s reasonable security measures and insurance requirements. The terms and conditions of the Confidentiality Agreement shall apply to any information obtained by Parent or such other individuals as the Sellers may designate any of its Representatives in writing from time to time. Notwithstanding anything connection with any investigation conducted pursuant to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions access contemplated by this Section 6.03. Nothing in this Section 6.03 or elsewhere in this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not construed to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, require the Company, and Buyer shall have no right to perform invasive any Company Subsidiary or subsurface investigations of any of the Real Propertytheir respective Representatives to prepare any reports, in each caseanalyses, without the prior written consent of the Sellersappraisals, which consent shall not be unreasonably withheld, delayed opinions or conditionedother information.

Access to Information. From (a) During the date hereof until the ClosingPre-Closing Period, the Sellers Company shall, and shall cause the Company Acquired Companies to: (a) afford Buyer , provide Parent and its Representatives access to Merger Sub and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its their Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable access during normal business hours upon reasonable advance notice to the Sellers’ Representativenotice, under the supervision of Sellers’ designated the Company’s personnel and in such a manner as shall not to unreasonably interfere with the normal business or operations of the Company. All requests by Buyer for access pursuant Company or any of its Subsidiaries to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure all of the Transaction Acquired Companies’ properties, assets, Contracts, books and the Company Business after Closing shall be deemed not to cause competitive harmrecords and other documents and data; (ii) jeopardize attorney-client privilegeemployees of the Acquired Companies; or and (iii) contravene any applicable Lawother information concerning the Business, fiduciary duty properties and personnel of the Acquired Companies as Parent and Merger Sub or Contract entered into prior to the date any of this Agreementtheir Representatives may reasonably request. Notwithstanding the foregoing, prior the Company shall not be required to provide access to or disclose information where the Company reasonably determines that such access or disclosure would jeopardize the protection of the attorney-client or any other privilege of the Company, contravene any Law, 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 contravene the applicable Law or Contract or waive the Company’s privilege with respect thereto; provided that such access and information shall be granted or made available, as applicable, to external counsel for Parent (subject to external counsel entering into a customary common interest agreement with the Company, on terms mutually agreeable to Parent and the Company) to the Closingextent required for the purpose of complying with applicable Laws, Buyer including antitrust Laws. Prior to the Effective Time, without the prior written consent of the Company (such consent shall not be unreasonably delayed, withheld or conditioned), Parent shall not contact any suppliers to, or customers of, the Company, Company or its Subsidiaries with respect to such suppliers’ or customers’ relationships with the Acquired Companies and Buyer Parent shall have no right to perform invasive or subsurface investigations of any owned or leased real property of the Real PropertyCompany or its Subsidiaries. (b) Parent and Merger Sub will hold any confidential information obtained pursuant to Section 6.2(a) in confidence in accordance with the Confidentiality Agreement; provided that Parent may make such disclosure as may be necessary or appropriate to comply with customary practice in connection with obtaining Debt Financing, in each case, without subject to the prior written consent recipients of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedsuch disclosure agreeing to keep such information confidential.

Access to Information. From (a) During the date hereof until the ClosingPre-Closing Period, the Sellers shall, and the Warrantors shall cause the Company to: (a) and each Subsidiary to afford Buyer the officers, attorneys, accountants, tax advisors, lenders and its Representatives access to and the right to inspect all other authorized representatives of the Company’s Real PropertyBuyer reasonable access upon reasonable notice and during normal business hours to all personnel, offices, properties, assetsbooks and records of the Company and the Subsidiaries, premisesso that the Buyer may have full opportunity to make such investigation as it shall reasonably request of the management, business, properties and affairs of the Company and the Subsidiaries, and the Buyer shall be permitted to make abstracts from, or copies of, all such books and records, contracts, agreements . The Sellers and the Warrantors shall cause the Company and each Subsidiary to furnish to the Buyer such financial and operating data and other documents and data related information as to the business of the Company Parties; and the Subsidiaries as the Buyer shall reasonably request. (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to Within [**] Business Days after the Company Parties as Buyer or any end of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, each month ending prior to the Closing, Buyer shall not contact any suppliers tobeginning with May 31, or customers of2013, the CompanySellers shall cause the Company to furnish to the Buyer an unaudited income statement for such month and a balance sheet as of the end of such month, prepared on a basis consistent with the Financial Statements. Such financial statements shall present fairly the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof and for the periods covered thereby, and Buyer shall have no right to perform invasive or subsurface investigations of any shall, in all material respects, be consistent with the books and records of the Real Property, in each case, without Company and the prior written consent Subsidiaries. At the request of the SellersBuyer, which consent and at the Buyer’s expense, the Company shall not be unreasonably withheld, delayed cooperate with the Buyer (through the engagement of the Company’s auditors or conditionedas otherwise requested by the Buyer) in reconciling such monthly financial statements with GAAP.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Between the date of this Agreement and the Closing Date, Seller Group shall, subject to any restrictions as to confidentiality applicable to Seller Group whether by Law, agreement or contract, (i) give Buyer and its Representatives authorized representatives reasonable access to all books, records, work papers, personnel, offices and other facilities and properties of the Business and its accountants; (ii) permit Buyer and its authorized representatives to make such copies and inspections thereof as any of them may reasonably request; (iii) permit Buyer and its authorized representatives to conduct an environmental inspection of the Business Real Property (including a “Phase I” site assessment which may also include interior wipe sampling), provided that Buyer and its representatives shall have no right to inspect all undertake any soil or groundwater investigation; and (iv) cause the officers of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related Seller Group to the Company Parties; (b) furnish Buyer and its Representatives authorized representatives with such financial, financial and operating data and other data and information related with respect to the Company Parties business and properties of the Business as Buyer or any of its Representatives them may from time to time reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation access shall be conducted with reasonable advance notice to the Sellers’ Representative, during normal business hours under the supervision of Sellers’ designated Seller Group’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 interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals Business, except as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions otherwise contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Agreement. (b) From and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement and continuing until the Buyer Survival Date, all Seller Group Confidential Information (as hereinafter defined) shall (i) be held by Buyer with the same degree of skill and care that it would exercise in similar circumstances in carrying out its own business to prevent the disclosure or accessibility to others of such information and (ii) shall not be revealed, reported, published, disclosed or transferred to any person or entity (other than the Seller Group). For purposes of this Agreement. Notwithstanding , “Seller Group Confidential Information” means any non-public information related to the foregoingBusiness furnished or provided by Seller Group or its affiliates to Buyer; provided, however, that Seller Group Confidential Information shall not be deemed to include (A) information related to the Business that was already publicly known and in the public domain prior to the Closingtime of its initial disclosure to Buyer or (B) any information related to the Seller Group that is or becomes available to Buyer or its affiliates after the Closing from a source that Buyer reasonably believes not to be under an obligation of confidentiality with respect to such information; provided, further, Buyer shall not contact may reveal, report, disclose or transfer any suppliers to, Seller Group Confidential Information pursuant to a subpoena or customers oforder issued by a court of competent jurisdiction or by a judicial or administrative or legislative bodies or committee. For purposes of this Agreement, the Company“Buyer Survival Date” means (x) the Closing Date in respect of all Seller Group Confidential Information relating to Transferred Intellectual Property; (y) two (2) years following the Closing Date in respect of all other Seller Group Confidential Information other than Seller Group Confidential Information relating to Intellectual Property; and (z) five (5) years following the Closing Date for Seller Group Confidential Information relating to Intellectual Property other than Transferred Intellectual Property; or in any case, and the date on which such Seller Group Confidential Information becomes publicly known through no action or inaction of Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedits Affiliates.

Access to Information. From (a) All information furnished pursuant to this Agreement shall be subject to the Confidentiality Agreement. (b) On reasonable notice, during normal business hours during the period from the date hereof until of this Agreement to the Closingearlier of the Effective Time or the valid termination of this Agreement, the Sellers Company shall, and shall cause its Subsidiaries to, afford to each member of the Company to: (a) afford Buyer Parent Group and its their Representatives reasonable access to and the right to inspect all of the Company’s Real Property, and its Subsidiaries’ properties, assetsoffices, premisespersonnel, books Contracts, books, and recordsrecords all other information concerning its businesses, contracts, agreements properties and personnel (other documents and data than any of the foregoing to the extent specifically related to the Company Parties; (b) furnish Buyer negotiation and its Representatives with such financialexecution of this Agreement, operating and other data and information related or, except as expressly provided in Section 6.02, to the Company Parties any Acquisition Proposal), in each case, as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation member of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to Parent Group or its relevant Representatives (as applicable) reasonably requests in anticipation or furtherance of the Sellers’ Representative, under consummation of the supervision of Sellers’ designated personnel transactions contemplated hereby (including for integration planning) and in such a manner so as to not to unreasonably interfere with the normal business operations of the CompanyCompany or any of its Subsidiaries. All requests by Buyer for access During such period described in the immediately preceding sentence, on reasonable notice and subject to Applicable Law and during normal business hours, the Company shall instruct its pertinent Representatives to reasonably cooperate with the Parent Group in their review of any such information provided or made available pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything immediately preceding sentence. (c) Anything to the contrary in this AgreementSection 6.04(b) notwithstanding, neither the Sellers nor the Company Parties and its Subsidiaries shall not be required to disclose any provide such access or disclosure of information to Buyer if such disclosure would be reasonably likely to: it (i) cause significant competitive harm would, as reasonably determined based on the advice of outside counsel, jeopardize any attorney-client, attorney-work product or other similar privilege with respect to such information, (ii) would contravene any Applicable Law or confidentiality agreement with a third party entered into prior to the Company Parties date hereof or after the date hereof in the ordinary course of business, (iii) would result in the disclosure of any valuations of the Company Business if in connection with the transactions contemplated by this Agreement are not consummatedor any other strategic alternatives, provided that (iv) would be for the purpose of disclosure of such information in any Proceeding between the Transaction and Parties; provided, that, in the Company Business after Closing shall be deemed not to cause competitive harm; case of clauses (i), (ii) jeopardize attorney-client privilege; or and (iii), the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which such restrictions apply (including (x) contravene obtaining any applicable Lawrequired consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, fiduciary duty or (B) as necessary to comply with any Contract entered into prior to in effect on the date of this Agreement. Notwithstanding Agreement or after the foregoingdate of this Agreement and (C) as necessary to address reasonable attorney-client, prior work-product or other privilege or confidentiality concerns) and to provide such information as to the Closingapplicable matter as can be conveyed. (d) Anything to the contrary in this Section 6.04 notwithstanding, Buyer nothing in this Section 6.04 shall not contact any suppliers to, or customers of, be construed to require the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyits Subsidiaries or any of their Representatives to prepare any financial statements, in each caseprojections, without the prior written consent of the Sellersreports, which consent shall analyses, appraisals or opinions that are not be unreasonably withheld, delayed or conditionedreadily available.

Access to Information. From the date hereof until Prior to the Closing, the Company and the Asset Sellers shallshall (i) provide Purchaser and its officers, directors, managers, employees, agents, counsel, accountants, investment bankers, financial advisors, representatives, consultants and shall cause financing sources (collectively, the “Purchaser Representatives”) reasonable access, upon reasonable notice and during normal business hours, to the offices, facilities, books and records of the Company to: (a) afford Buyer and its Representatives access to and the right Business and to inspect all of the Company’s Real Propertyand the Business’s executive officers, propertiesdirectors, assetsmanagers, premisesagents, books counsel, accountants, investment bankers, financial advisors and recordsrepresentatives (collectively, contractsthe “Company Representatives”), agreements and (ii) furnish or make available to Purchaser and the Purchaser Representatives such financial and operating data and such other documents and data related information with respect to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to Business as Purchaser or the Company Parties as Buyer or any of its Purchaser Representatives may from time to time reasonably request; and (c) instruct the Representatives of Sellers . Purchaser and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that Purchaser Representatives shall conduct any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and activities in such a manner as to minimize the disruption to, and not to unreasonably interfere with with, the normal Business and the operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to , the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Stockholder and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this AgreementAsset Sellers. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of neither Purchaser nor any of the Real PropertyPurchaser Representatives shall contact any employee, officer, director, independent contractor, supplier, vendor, or franchisee of the Stockholder, the Company or any Asset Seller or their Affiliates in each caseconnection with any information or matter regarding the Company or the Business or their business, operations or prospects, without the prior written consent of the SellersCompany, which consent shall not to be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Company and the Asset Sellers may withhold (i) information that, if disclosed, would violate an attorney client or other privilege or would constitute a waiver of rights as to attorney work product or attorney client privilege (provided that such privilege or attorney work product cannot be adequately protected through a joint defense or common interest agreement between Purchaser and the Company, the Stockholder or the Asset Sellers), or (ii) information, the disclosure of which would violate applicable Law, such as portions of documents or information relating to pricing or other matters that are highly sensitive, if the exchange of such documents (or portions thereof) or information, as determined by the Stockholder’s legal counsel, might reasonably result in antitrust compliance questions for such party (or any of its Affiliates). If any material is withheld by the Company or an Asset Seller pursuant to the preceding sentence, the withholding party shall inform Purchaser as to the general nature of what is being withheld. Except as otherwise agreed to by the Company, and notwithstanding termination of this Agreement, the terms and provisions of the Confidentiality Agreement, dated as of December 15, 2017 (the “Confidentiality Agreement”), between Red Lion Hotels Corporation and the Stockholder shall apply to all information furnished to Purchaser or any Purchaser Representative by any Company Representative under this Agreement.

Access to Information. (a) From the date hereof until of this Agreement through the Closing, the Sellers shall, and Company shall cause the Company to: (a) afford to representatives of Buyer and its Representatives VAB Acquisition Sub access to and the right to inspect all of the Company’s Real Propertyofficers, employees, accountants, counsel, offices, properties, assets, premises, books and recordsrecords during normal business hours, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives VAB Acquisition Sub may reasonably request; request in order that Buyer and (c) instruct VAB Acquisition Sub may have an opportunity to make such investigations as they desire of the Representatives affairs of Sellers the Company and the Company Subsidiaries (including any investigations reasonably required by Buyer to cooperate fully with determine the Tax cost to Buyer in its investigation and VAB Acquisition Sub of the CompanyVAB Purchase) and to facilitate consummation of the Transactions; provided, however, that any such investigation shall be conducted with upon reasonable advance notice to notice, shall not unreasonably disrupt the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompany and shall be subject to Applicable Laws. All requests by Buyer for access to the offices, properties, books, and records relating to the Company and the Company Subsidiaries shall be made to such representatives of the Company as the Company shall designate, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. None of Buyer, VAB Acquisition Sub or their representatives shall contact any of the employees, customers or suppliers of the Company or its respective Affiliates in connection with the Transactions, whether in person or by telephone, mail or other means of communication, without the specific prior written authorization of such representatives of the Company as the Company may designate. If, in the course of any investigation pursuant to this Section 7.2 shall be submitted 6.1, Buyer becomes aware of any breach of any representation or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary warranty contained in this AgreementAgreement or any circumstance or condition that upon the Closing would constitute such a breach, neither the Sellers nor Buyer covenants that it will promptly so inform the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to and VAB Acquisition Sub. To the extent permitted under Applicable Law, from and after the date hereof, the Company Parties or shall reasonably cooperate with Buyer and VAB Acquisition Sub regarding the Company Business if determination and implementation of an orderly transition following the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedMerger.

Access to Information. From the date hereof until the Closing(a) Upon reasonable prior notice and subject to applicable law, the Sellers Company shall, and shall cause each of its Subsidiaries to, afford to the Company to: directors, officers, managers, members, partners, employees, investment bankers, advisors, consultants, accountants, counsel, lenders, agents and representatives (acollectively “Representatives”) afford Buyer and of Parent access, during normal business hours during the period prior to the Effective Time, to all its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assetsbooks, premisescontracts, books commitments and records, contractsand to its officers, agreements employees, accountants, counsel and other documents and data related representatives, in each case in a manner not unreasonably disruptive to the operation of the business of the Company Parties; (b) furnish Buyer and its Representatives with Subsidiaries, and, during such financialperiod, operating and other data and information related to the Company Parties shall, and shall cause its Subsidiaries to, make available to Parent all information concerning its business, properties and personnel as Buyer or any of its Representatives Parent may reasonably request; and (c) instruct . At the Representatives request of Sellers and Parent, the Company shall use its commercially reasonable efforts to cooperate fully comply with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, obligations under the supervision of Sellers’ designated personnel preceding sentence by providing electronic access to such documents 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeinformation. Notwithstanding anything to the contrary in any other provision of this Agreement, neither the Sellers Company nor the Company Parties any of its Subsidiaries shall be required to provide access to or to disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (iA) cause significant competitive harm to violate or prejudice the Company Parties rights of its customers or the Company Business if the transactions contemplated by this Agreement are not consummatedemployees, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiB) jeopardize the attorney-client privilege; privilege of the institution in possession or control of such information, (iiiC) contravene contravene, violate or breach any applicable Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding Agreement in the foregoing, prior ordinary course of business consistent with past practice or (D) be adverse to the Closinginterests of the Company or any of its Subsidiaries in any pending or threatened litigation between the parties hereto over the terms of this Agreement. (b) All information and materials furnished pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement, Buyer shall not contact dated June 6, 2018, between Parent and the Company (the “Confidentiality Agreement”). The Company makes no representation or warranty as to the accuracy of any suppliers to, or customers of, the Companyinformation provided pursuant to Section 7.2(a), and Buyer shall have no right to perform invasive or subsurface investigations neither Parent nor Merger Sub may rely on the accuracy of any of the Real Propertysuch information, in each case, without case other than as expressly set forth in the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedCompany’s representations and warranties contained in Section 4.

Access to Information. (a) From the date hereof until the ClosingClosing Date, upon reasonable notice, the Sellers Company shall, and shall cause each Subsidiary (and to the Company to: 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 (ai) afford Buyer the Purchaser and its Representatives authorized representatives reasonable access to the offices, properties, books and the right to inspect all records and key employees of the Company’s Real Property, propertieseach Subsidiary and any Joint Venture and (ii) furnish to those officers, assetsemployees, premises, books and records, contracts, agreements authorized agents and representatives of the Purchaser who reasonably have a need to know such additional financial and operating data and other documents and data related information regarding the Business (or copies thereof) as the Purchaser may from time to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may time reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation access or furnishing of information shall be conducted with reasonable advance notice to at the Sellers’ RepresentativePurchaser’s expense, during normal business hours, under the supervision of Sellers’ designated the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyBusiness. All The Purchaser acknowledges and agrees that all notices of requests by Buyer the Purchaser or its authorized representatives for (i) access pursuant to this Section 7.2 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 submitted or directed exclusively solely to the Sellers’ Representative Chief Financial Officer of the Company, and the Purchaser shall not direct any such notice to any other officer, director, employee, agent, representative, accountant or such other individuals as counsel of the Sellers may designate in writing from time to timeCompany, any Subsidiary or any Joint Venture without the written consent of the Chief Financial Officer of the Company. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer the Purchaser if such disclosure would be reasonably likely to: would, in the Seller’s sole discretion, (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement hereby are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client privilege; or other legal privilege or (iii) contravene any applicable LawLaws, fiduciary duty or Contract binding agreement entered into prior to the date hereof. (b) In order to facilitate the resolution of this Agreement. Notwithstanding any claims made against or incurred by the foregoingSeller relating to the Business, for a period of seven (7) years after the Merger or, if shorter, the applicable period specified in the Purchaser’s document retention policy, the Purchaser shall (i) retain the books and records relating to the Business, the Company and the Subsidiaries relating to periods prior to the ClosingMerger, Buyer and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Purchaser shall notify Seller at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Merger in order to provide the Seller the opportunity to access such books and records in accordance with this Section 5.02(b). (c) In order to facilitate the resolution of any claims made against or incurred by the Purchaser, the Company or any Subsidiary relating to the Business, for a period of seven (7) years after the Merger or, if shorter, the applicable period specified in the Seller’s document retention policy, the Seller shall (i) retain the books and records relating to the Business, the Company and the Subsidiaries relating to periods prior to the Merger which shall not contact otherwise have been delivered to the Purchaser, either directly or indirectly through the Company or any suppliers to, or customers of, the CompanySubsidiary, and Buyer shall have no (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to perform invasive or subsurface investigations make, at the Purchaser’s expense, photocopies), during normal business hours, to such books and records; provided, however, that the Seller shall notify the Purchaser at least thirty (30) days in advance of destroying any such books and records prior to the seventh (7th) anniversary of the Real Property, Merger in each case, without order to provide the prior written consent of Purchaser the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedopportunity to access such books and records in accordance with this Section 5.02(c).

Access to Information. From the date hereof until Prior to the Closing, Seller shall afford to the Sellers shallofficers, employees and shall cause the Company to: (a) afford authorized representatives of Buyer and its Representatives Parent (including independent public accountants and attorneys) reasonable access during normal business hours, upon reasonable advance notice, to and the right to inspect all of the Company’s Real Propertyoffices, properties, assetsemployees and business and financial records (including computer files, premises, books retrieval programs and records, contracts, agreements and other documents and data related similar documentation) of the Business to the Company Parties; (b) extent Buyer or Parent shall reasonably deem necessary and shall furnish to Buyer and its Representatives with Parent or their respective authorized representatives such financial, operating and other data and additional information related to concerning the Company Parties Business as Buyer or any of its Representatives may shall be reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companyrequested; provided, however, that Seller shall not be required to violate any such investigation shall be conducted with reasonable advance notice Requirement of Law, Court Order or obligation of confidentiality to which Seller, any of its Affiliates or the Sellers’ Representative, under the supervision Companies is subject or to waive any privilege which any of Sellers’ designated personnel and them may possess in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access discharging their obligations pursuant to this Section 7.2 7.1; provided, further, that Seller, its Affiliates and the Companies shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose any information furnish or otherwise make available to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm competitively sensitive information relating to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure areas of the Transaction and Company’s business in which Buyer or its Affiliates directly or indirectly compete against the Company Business after Closing shall be deemed not to cause competitive harm; or (ii) jeopardize attorney-client privilegeTax Returns or other Tax records or information relating to any Consolidated Tax Group; or (iii) contravene any applicable Lawand provided, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closingfurther, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each casenot, without the prior written consent of Seller, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Sellers, which consent Companies with respect to or in connection with the Contemplated Transactions. Buyer agrees to use commercially reasonable efforts to ensure that such investigation shall be conducted in a manner as not to interfere unreasonably with the operations of the Companies or Seller and Buyer shall not undertake any invasive or intrusive environmental testing without Seller’s prior consent. Notwithstanding the foregoing, the obligations of Seller pursuant to this Section 7.1 shall be unreasonably withheldsubject to the right of Seller to determine, delayed in its discretion, the appropriate timing of the disclosure of information it deems proprietary commercial information or conditionedprivileged information. The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall afford Buyer to the officers, employees, accountants, counsel and its Representatives access other representatives of Buyer, access, during normal business hours during the period prior to and the right Effective Time, to inspect all of the Company’s Real Property, and the Bank’s properties, assets, premises, books and recordsbooks, contracts, agreements commitments, records, officers, employees, accountants, counsel and other documents and data related to representatives, and, during such period, the Company Parties; (b) furnish shall make available to Buyer all information concerning the Company’s and its Representatives with such financialthe Bank’s businesses, operating properties and other data and information related to the Company Parties personnel as Buyer or any of its Representatives may reasonably request; and (c) instruct . The Company shall not be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation rights of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties ’s or the Company Business if the transactions contemplated by this Agreement are not consummatedBank’s customers, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client privilege; privilege or (iii) contravene any applicable Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement, provided that the Company delivers to Buyer a written log notifying Buyer of the existence of, and the basis for the Company’s withholding of, such information. Notwithstanding The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the foregoingrestrictions of the preceding sentence apply. (b) From and after the date hereof until the Effective Time, prior Buyer, at Buyer’s sole expense, shall have the right to attend management and Board loan committee and review meetings of the Company and the Bank as an observer and shall receive, at the same time as the Directors, committee members and other meeting participants, notice of such meetings and copies of any materials distributed to the ClosingDirectors, committee members and other meeting participants. In connection therewith, Buyer shall not contact have the right of full review on any suppliers tonew loan extended by the Bank in a principal amount in excess of $250,000. (c) No investigation by Buyer or its Representatives shall affect the representations, warranties, covenants or agreements of the Company set forth herein. (d) Notwithstanding anything contained in this Agreement to the contrary, the Company and Buyer (and each of their respective employees, representatives, or customers ofother agents) may disclose to any and all persons, without limitation of any kind, the Companytax treatment and any facts that may be relevant to the tax structure of the transactions contemplated by this Agreement; provided, however, that neither the Company nor Buyer (nor any of their respective employees, representatives or other agents thereof) may disclose any other information that is not relevant to understanding the tax treatment and Buyer shall have no right tax structure of the transactions contemplated by this Agreement, or any other information to perform invasive or subsurface investigations the extent that such disclosure could result in a violation of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed federal or conditionedstate securities law.

Access to Information. From After the date hereof until hereof, subject to any existing confidentiality restrictions and to applicable law, Seller shall afford to the Closingofficers, employees and authorized representatives of Buyer reasonable access during normal business hours, upon reasonable advance notice, to the Sellers shalloffices, properties and business and financial records of the Companies to the extent Buyer shall reasonably deem necessary or desirable and shall cause the Company to: (a) afford Buyer and its Representatives access furnish to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may authorized represen tatives such additional information concerning the Companies as shall be reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with requested. Buyer in its investigation of the Company; provided, however, agrees that any such investigation shall be conducted in a manner that shall not interfere unreasonably with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompanies or Seller. All Buyer requests by Buyer for such access pursuant to this Section 7.2 shall be submitted made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all such access hereunder. It is further understood and agreed that neither Buyer nor its representatives shall contact any employees, customers, suppliers or directed exclusively to other associates or Affiliates of Seller or the Sellers’ Representative or Companies in connection with the transactions contemplated hereby, in any manner whatsoever, without prior authorization of such other individuals representatives of Seller as the Sellers Seller may designate in writing from time (which authorization shall not be unreasonably withheld or delayed). If, as of the date hereof or at anytime hereafter up to time. Notwithstanding anything to and including the contrary Closing Date, Buyer or its officers, employees or authorized representatives discover any breach of any warranty or any inaccuracy of any representation contained in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided covenants that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, it will promptly so inform Seller in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedwriting.

Access to Information. From the date hereof until the Closing--------------------- termination or the consummation of the Offer, the Sellers shallCompany will, and shall will cause its subsidiaries, and each of their respective officers, directors, employees, counsel, advisors, representatives and financing sources (collectively, the "Company Representatives"), to provide Purchaser and its officers, employees, ------------------------ counsel, advisors, representatives and financing sources (collectively, the "Purchaser Representatives") reasonable access (subject, however, to existing -------------------------- confidentiality and similar non-disclosure obligations and the preservation of attorney-client and work product privileges), during normal business hours and upon reasonable notice, to its officers and employees and to its offices and other facilities and to the books and records of the Company and its subsidiaries, and will permit Purchaser to make inspections of such as Purchaser may reasonably require, and will cause the Company to: (a) afford Buyer and its Representatives access to and the right Company's subsidiaries to inspect all of furnish Purchaser and the Company’s Real Property, properties, assets, premises, books Purchaser Representatives to the extent available with such other financial and records, contracts, agreements operating data and other documents and data related information with respect to the Company Parties; (b) furnish Buyer business and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompany and its subsidiaries as Purchaser may from time to time reasonably request. All requests Unless otherwise required by Buyer for access law, Purchaser will, and will cause the Purchaser Representatives to, hold any such information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Purchaser or the Purchaser Representatives. No investigation pursuant to this Section 7.2 6.02 shall be submitted affect any representations or directed exclusively warranties of the parties ------------ herein or the conditions to the Sellers’ Representative or such other individuals as obligations of the Sellers may designate in writing from time to timeparties hereto. Notwithstanding anything to In the contrary in event of termination of this AgreementAgreement for any reason, neither Purchaser will, and will cause the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely Purchaser Representatives to: (i) cause significant competitive harm , return to the Company Parties or destroy all copies of written information furnished by the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real PropertyCompany Representatives to Purchaser or the Purchaser Representatives and destroy such portion of all memoranda, in each case, without notes and other writings prepared by Purchaser or the prior written consent Purchaser Representatives based upon or including the information furnished by the Company or any of the Sellers, which consent shall not be unreasonably withheld, delayed Company Representatives to the Purchaser or conditionedthe Purchaser Representatives (and Purchaser will certify to the Company that such destruction has occurred).

Access to Information. From (a) To the extent permitted by applicable Law, from the date hereof until the Closingearlier of the Closing and the termination of this Agreement, the Sellers Seller shall, and shall cause the Company to: to (ai) afford provide the Buyer and its Representatives access with reasonable access, upon reasonable prior notice and during normal business hours, to and the right to inspect all of the Company’s Real Propertypersonnel, assets, properties, assets, premises, and books and records, contracts, agreements and other documents and data related to records of the Company Parties; and the Business, and (bii) furnish the Buyer and its Representatives with such financial, operating information and other data and information related to concerning the Company Parties and the Business as the Buyer or any of its Representatives may reasonably request; request (including the preparation of internal monthly forecasts and (c) instruct management accounts which shall be shared with the Representatives Buyer as soon as reasonably practical following the production of Sellers and the Company to cooperate fully with Buyer in its investigation of the Companysuch); provided, however, that any such investigation access (i) shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal Business or operations of the Company. All requests Company (ii) Buyer and its Representatives shall not contact or otherwise communicate with the customers or suppliers of the Company (other than contact or other communications with such customers or suppliers by Buyer for access pursuant in the ordinary course of business and not related to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are Agreement) unless, in each instance, approved in writing in advance by the Company, such approval not consummatedto be unreasonably withheld or delayed, provided that disclosure of the Transaction and (iii) such access shall not require the Company Business after Closing to allow any environmental testing or sampling and (iv) for the avoidance of doubt, nothing herein shall require the Company to furnish to Buyer, or provide Buyer with access to, information that would (A) violate any applicable Law or Order; or (B) reasonably be deemed not expected to cause competitive harm; (ii) jeopardize result in the loss of any attorney-client or other legal privilege; . (b) Any information provided to or obtained by the Buyer or its authorized Representatives pursuant to Section ‎7.2(a) above shall be “Confidential Information” as defined in the Nondisclosure Letter Agreement, dated as of March 9, 2021, by and between Buyer and Seller (iii) contravene any applicable Lawthe “Confidentiality Agreement”), fiduciary duty or Contract entered into prior and shall be held by the Buyer, and Buyer shall cause it to be held by Buyer’s Representatives in accordance with and be subject to the date terms of the Confidentiality Agreement. The terms of the Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall terminate. In the event of the termination of this Agreement. Notwithstanding the foregoing, Agreement for any reason prior to the Closing, Buyer the Confidentiality Agreement shall not contact any suppliers to, or customers of, the Company, continue in full force and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, effect in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedaccordance with its terms.

Access to Information. From 5.9.1 Subject to applicable Law, during the period commencing on the date hereof until of this Plan of Merger and ending at the Closingearlier of the Effective Time and the termination of this Plan of Merger in accordance with Article VII, the Sellers shall, and shall cause the Company to: (a) afford Buyer Company will, and will cause each of the Company Subsidiaries to, upon reasonable prior written notice, permit Purchaser and its Representatives to have reasonable access at all reasonable times, and in a manner so as not to interfere with the normal business operations of Company and the right Company Subsidiaries, to inspect all of the Company’s Real Property, properties, assetsofficers and senior management, premises, books and agents, books, records, contracts, agreements and other documents Contracts of or pertaining to Company and data related to the Company PartiesSubsidiaries as may be reasonably requested in writing; and (b) upon the reasonable request of Company, Purchaser shall furnish Buyer such reasonable information about it and its Representatives business as is relevant to Company and its shareholders in connection with such financial, operating and other data and information related to the Company Parties as Buyer or any transactions contemplated by this Plan of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyMerger; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision access or disclosure of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: will (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummatedcomply with all applicable Laws, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize not result in, or reasonably be expected to result in, the waiver of the attorney-client privilege; , or (iii) contravene not result in, or reasonably be expected to result in, a material breach of any applicable Lawmaterial Contract. No such access shall affect the representations, fiduciary duty warranties, covenants or Contract entered into prior agreements of the parties (or the remedies with respect thereto) or the conditions to the date obligations of the parties under this Plan of Merger. 5.9.2 All Information of Company (as defined in the Company Confidentiality Agreement. Notwithstanding the foregoing, prior ) provided pursuant to this Plan of Merger shall be subject to the Closingprovisions of the Confidentiality Agreement, Buyer dated as of January 5, 2024, between Company and Purchaser ("Company Confidentiality Agreement"), which shall not contact any suppliers toremain in full force and effect in accordance with its terms. All Information of Purchaser (as defined in the Purchaser Confidentiality Agreement) provided pursuant to this Plan of Merger shall be subject to the provisions of the Confidentiality Agreement, or customers ofdated as of April 4, 2024, between Company and Purchaser ("Purchaser Confidentiality Agreement", and together with the Company Confidentiality Agreement, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers("Confidentiality Agreements"), which consent shall not be unreasonably withheld, delayed or conditionedremain in full force and effect in accordance with its terms.

Access to Information. From the date hereof until the Closing, the Sellers Seller shall, and shall cause each of the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably materially interfere with the normal operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 5.02 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould: (ix) cause significant material competitive harm to Seller, the Company Parties or the Company Business Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other legal privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Company. Prior to Closing, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, Property without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSeller.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to Between the date of this Agreement and the right Closing Date, Seller shall provide, and cause Dynegy to inspect all of the Company’s Real Propertyprovide, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related as to the Company Parties Business, the Companies, and the Specified Assets, as reasonably requested by Buyer, provided that, Buyer agrees and acknowledges that Seller’s obligations under this Section 6.1(a), including the obligation to cause Dynegy to take any actions, are expressly subject to and limited by Seller’s rights to such information under the Merger Agreement. Notwithstanding the foregoing, Seller shall not be required to provide any information (A) which Seller reasonably believes it, its Affiliates, Dynegy or any of its Affiliates is prohibited from providing to Buyer by reason of applicable Law, Permit or Order, (B) which constitutes or allows access to information protected by attorney/client privilege, or (C) which Seller, its Affiliates, Dynegy or any of its Affiliates is required to keep confidential or prevent access to by reason of any contract or agreement with a third party, provided that such entity has sought a waiver from such third party. (b) For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof) all nonpublic information in any form or medium, written or oral, concerning Dynegy and its Affiliates and/or the transactions contemplated by this Agreement or Merger Agreement (including all notes, analyses, studies, interpretations, memoranda and other documents, materials or reports that contain, reflect or are based upon, in whole or in part, such information) furnished to or obtained by Buyer and Buyer’s Representatives may reasonably request; and (c) instruct pursuant to this Section 6.1 or furnished prior to the Representatives of Sellers date hereof in connection with the evaluation and the Company negotiation of this transaction shall be kept confidential by Buyer and Buyer’s Affiliates and shall not be disclosed to cooperate fully any third parties, except for those of Buyer’s or its Affiliates’ Representatives who reasonably require access to such nonpublic information in connection with the transactions contemplated by this Agreement (so long as Buyer in its investigation remains liable hereunder for any breach of this provision by any such Representative), and shall be used solely for the purpose of achieving the closing of the Companytransactions contemplated by this Agreement in accordance with the terms of this Agreement. For the avoidance of doubt, nothing herein shall prevent Buyer from sharing such information with ratings agencies, provided that such ratings agencies are informed of the confidential nature of such information and agree to keep such information confidential. In the event this Agreement is terminated as provided in Article IX hereof, Buyer shall return or destroy all such nonpublic information to Seller provided that neither such return nor such destruction shall relieve Buyer of its obligations under this Section 6.1. From and after the Closing, the confidentiality provisions of this Section 6.1(b) shall not apply to Buyer with respect any such information to the extent that it relates to the Business, the Companies or the Specified Assets. For a period of two (2) years from and after the Closing Date (or if the Closing does not occur, from the date hereof), Seller and its Affiliates shall keep confidential all nonpublic information in any form or medium, written or oral, concerning the Business, the Companies and the Specified Assets, and shall not disclose such information to any third parties, except those of Seller’s or its Affiliates’ Representatives who reasonably require access to such non public information in connection with the transactions contemplated by this Agreement, including in connection with the enforcement thereof (so long as Seller remains liable hereunder for any breach of this provision by any such Representative); provided, however, that Seller may disclose such information related to the period prior to the Closing in connection with any such investigation financial reporting, compliance with any requirements of Law or Order and for tax purposes. This Section 6.1(b) shall not apply to any information, documents or materials which are in the public domain or shall come into the public domain, other than by reason of a breach by either Party of their obligations hereunder. Furthermore, nothing herein shall be conducted deemed to limit or restrict either Party from disclosing any information (i) in any action or proceeding by such party to enforce any rights it may have against the other Party; (ii) in connection with reasonable advance notice any interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demands, or any other similar process; and (iii) in connection with routine audits or examinations by, or a blanket document request from, a regulatory or self-regulatory authority, bank examiner or auditor. (c) As of the Closing Date, each of the Parties shall, and shall cause its Representatives to, afford to the Sellers’ Representativeother Party, including its Representatives and Affiliates, reasonable access to all books, records, files and documents to the extent they are related to the Companies and the Specified Assets in order to permit such Party and its Affiliates to prepare and file their Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any proceedings relating to or involving such Party or its Affiliates, to discharge its obligations under this Agreement, to comply with financial reporting requirements, and for other reasonable purposes, and will afford such Party and its Affiliates reasonable assistance in connection therewith. Each Party will cause such records to be maintained for not less than seven (7) years from the supervision Closing Date and will not dispose of Sellers’ designated personnel such records without first offering in writing to deliver them to the other Party; provided, however, that in the event that Buyer transfers all or a portion of the business of the Companies or the Specified Assets to any third party during such period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.1(c). In addition, on and after the Closing Date, at either Party’s request, the other Party shall make available to the requesting Party and its Affiliates and Representatives those employees of the other Party requested by such a manner Party in connection with any proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not to unreasonably interfere with the normal conduct of the operations of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Party and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorneythe requesting Party shall reimburse the other Party for the out-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior of-pocket costs reasonably incurred by such Party in making such employees available to the date requesting Party and its Affiliates and Representatives. (d) As of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer Seller and its Affiliates shall not contact any suppliers to, be entitled to retain copies (at Seller’s sole cost and expense) of all books and records relating to its ownership or customers ofoperation of the Companies, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedSpecified Assets.

Access to Information. From (a) Until the date hereof until earlier of the ClosingClosing and the termination of this Agreement in accordance with Article VIII, to the extent permitted by Law and COVID-19 Measures, the Sellers shall, Company shall and shall cause its Representatives to afford the Representatives of Buyer reasonable access during normal business hours to the Service Providers, properties, offices and other facilities, books, and records of the Company, to the extent reasonably required for Buyer to (i) prepare disclosures with respect to the Company to: as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, (aii) afford Buyer and its Representatives access to and plan for the right to inspect all integration of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to business with the Company Parties; (b) furnish business of Buyer and its Representatives with such financial, operating and other data and information related to following the Company Parties as Buyer or any of its Representatives may reasonably request; Closing and (ciii) instruct otherwise facilitate the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation consummation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to Transactions. No information or knowledge obtained by Buyer during the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations pendency of the Company. All requests by Buyer for access Transactions in any investigation pursuant to this Section 7.2 6.09 shall be submitted affect or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; modify any representation, warranty, covenant, condition or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of obligation under this Agreement. Notwithstanding the foregoing, prior the Company will not be required to provide any information that the ClosingCompany reasonably determines in its good faith, Buyer shall not contact any suppliers tobased on the advice of the Company’s counsel, constitutes information protected by attorney-client or customers ofother similar privilege; provided that, the Company, and Company will attempt in good faith to use its commercially reasonable efforts to make such alternative arrangements as may be reasonably necessary to provide the relevant information to Buyer shall have no right in a way that would not jeopardize such privilege. All information provided by the Company to perform invasive or subsurface investigations of any Buyer hereunder will be kept confidential in accordance with the Confidentiality Agreement. (b) Until the earlier of the Real Property, Closing and the termination of this Agreement in each caseaccordance with Article VIII, without the prior written consent of the Sellers, Company (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), and except to the extent reasonably necessary for Buyer to prepare disclosures with respect to the Company as required by the SPAC Acquisition Agreement, or any Form S-4, proxy statement or other filings made with the SEC or applicable stock exchanges in connection with the SPAC Transactions, Buyer will not, and will cause its controlled affiliates and their respective officers, directors, employees and other Representatives not to, contact any Company Employees, customers, suppliers, landlords and other persons having material business relationships with the Company in connection with or pertaining to the Transactions or such person’s business relationship with the Company. In the event the Company provides such consent, a management employee of the Company will at all times be permitted to accompany Buyer’s Representative(s) to any meeting with such person and to participate with Buyer’s Representative(s) in any such discussions. (c) Except as prohibited by applicable Law, at any time after the Closing Date and until the sixth anniversary of the Closing Date, Buyer (or the SPAC Surviving Entity) will provide or cause to be provided to either of the Members and their respective affiliates and Representatives, as soon as reasonably practicable after written request therefor, any information in the possession or under the control of Buyer, the SPAC Surviving Entity or the Company that relates to the operation of the Business prior to the Closing and that such Member reasonably needs (i) to prepare its financial statements and Tax Returns or (ii) to comply with reporting, disclosure, filing or other requirements imposed on such Member (including under applicable securities and Tax Laws) by a Governmental Entity.

Access to Information. (a) From the date hereof until the ClosingClosing Date, the Sellers shallshall allow Buyer and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) access (including for inspection and copying) during normal business hours (upon reasonable advance notice, at mutually agreeable times, and in a manner that does not materially interfere with the operations of the Transferred Companies) to the Representatives, properties, offices and other facilities, books and records of the Company and each of its Subsidiaries, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer may reasonably request; provided, that neither Buyer nor any of its Affiliates or Representatives shall contact any of the Company’s or any of its Representatives may Subsidiaries’ employees, customers or suppliers without first coordinating such contact with the Company. (b) In order to facilitate the resolution of any claims made against or incurred by the Sellers prior to the Closing, or for any other reasonable purpose, for a period of three years after the Closing, Buyer shall: (i) retain the books and records (including personnel files) of the Transferred Companies relating to periods prior to the Closing in a manner reasonably request; consistent with the prior practices of the Transferred Companies, and (ii) upon reasonable advance notice (at mutually agreeable times, and in a manner that does not materially interfere with the operations of Buyer), afford the Sellers reasonable access to (including the right to make, at Sellers’ expense, photocopies of), during normal business hours, such books and records, subject to the Sellers entering into reasonable confidentiality agreements. (c) instruct the Representatives The provisions of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation this Section 6.3 shall be conducted carried out in accordance with reasonable advance notice applicable Law relating to the Sellers’ Representativeexchange of information, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding notwithstanding anything to the contrary in this Agreement, neither none of the Sellers nor the Company Parties Transferred Companies (or any of their respective Affiliates) shall be required to provide access to or disclose any information to Buyer if where such access or disclosure would be reasonably likely to: (i) cause significant competitive harm to waive the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; privilege of such party or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From Prior to the date hereof until Closing Date, to the Closingextent permitted by this Section 7.1 and applicable Law, Acquiror shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of the Sellers shallproperties, businesses and operations of the Company and such examination of the books and records and Tax reporting positions of the Company as Acquiror reasonably requests and to make extracts and copies of such books and records at Acquiror’s 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 Company shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertyofficers, propertiesemployees, assetsconsultants, premisesagents, books and recordsaccountants, contracts, agreements attorneys and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any representatives of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer Acquiror and Acquiror’s representatives in connection with such investigation and examination, and Acquiror and its representatives shall cooperate with the Company and its representatives and shall use their commercially reasonable efforts to minimize any disruption to the business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company is bound. Further, prior to the Closing Date, the Company shall furnish or otherwise make available (including via XXXXX, if applicable) to Acquiror (i) a copy of each report, schedule, form, statement and other document filed by it or received by it during such period pursuant to the requirements of federal or state securities Laws reasonably promptly following such filing or receipt, (ii) to the extent available, for the period beginning after the date of this Agreement and ending at the Effective Time, as soon as practicable after the end of each month, and in any event within 30 days thereafter, a copy of the monthly consolidated financial statements of the Company; provided, howeverincluding statements of financial condition, that any such results of operations, and statements of cash flow, and (iii) all other information concerning its business, properties and personnel as Acquiror may reasonably request. No investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 7.1 shall be submitted affect any representation or directed exclusively warranty in this Agreement of any Party or any condition to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure obligations of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedParties.

Access to Information. From (a) During the period commencing on the date hereof and continuing until the earlier of the termination of this Agreement and the Closing, the Sellers shall, and Company shall cause the Company to: (a) afford Buyer Purchaser and its Representatives such access during business hours to and the right to inspect all of the Company’s Real Property, properties, assetsbooks, premisesContracts, books records (including, without limitation, financial statements and records, contracts, agreements and other any documents and data or materials related to the Company Parties; (b) furnish Buyer Taxes), business, properties and its Representatives with such financial, operating and other data and information related to the Company Parties personnel as Buyer or any of its Representatives Purchaser may reasonably request; and (c) instruct request upon reasonable advance written notice in connection with Purchaser’s efforts to consummate the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyTransactions; provided, however, that the foregoing shall not require the Company to provide any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if the extent the provision of such access or such disclosure would be reasonably likely to: (i) cause significant competitive harm contravene Applicable Law. Purchaser and its Representatives shall cooperate with the Company and its Representatives and shall use their commercially reasonable efforts to minimize any disruption to the Company Parties or businesses of the Company Business if and its Subsidiaries. Notwithstanding anything herein to the transactions contemplated by this Agreement are not consummatedcontrary, provided no such access or examination shall be permitted to the extent that disclosure of the Transaction and it would require the Company Business after Closing shall be deemed not or any of its Subsidiaries to cause competitive harm; (ii) jeopardize disclose information subject to attorney-client privilege; privilege or (iii) contravene conflict with any applicable Law, fiduciary duty confidentiality obligations to which the Company or Contract entered into prior to the date any of this Agreementits Subsidiaries are bound. Notwithstanding the foregoingIn addition, prior to the Closing, Buyer without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), Purchaser and its Representatives shall not contact any suppliers to, or customers or other business partners of, the CompanyCompany or any of its Subsidiaries, and Buyer provided that the Company shall have no the right to perform invasive have a representative present during any such contact in the event that it consents to such contact. (b) No information or subsurface investigations of knowledge obtained in any investigation pursuant to this Section 4.11 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Real Property, in each case, without parties hereto to consummate the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedMerger.

Access to Information. From The Company shall afford to Purchaser and its accountants, counsel, financial advisors, environmental consultants and other representatives, and to prospective lenders, placement agents and other financing sources and each of their respective representatives, reasonable access, during normal business hours upon reasonable notice throughout the date hereof until period prior to the Closing, to their properties and facilities (including all real property and the Sellers shallbuildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), Books and Records, financial information (including working papers and data in the possession of the Company or its independent public accountants, internal audit reports, and shall cause the Company to: (a) afford Buyer and its Representatives access “management letters” from such accountants with respect to and the right to inspect all of the Company’s Real Propertysystems of internal control), propertiesContracts, assetscommitments and records and, premisesduring such period, books shall furnish promptly such information concerning its businesses, properties and recordspersonnel of the Company as Purchaser shall reasonably request in connection with the transactions contemplated herein, contracts, agreements and other documents and data related including preparation of the Proxy Statement. Prior to the Closing, each party hereto shall generally keep the other parties informed as to all material matters involving the operations and businesses of each other. The Company Parties; (b) furnish Buyer shall authorize and its Representatives with such financialdirect the appropriate directors, operating managers, officers and other data and information related to the Company Parties as Buyer or any employees of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation discuss matters involving the operations and business of the Company; providedCompany with representatives of Purchaser. Purchaser shall authorize and direct the appropriate directors, howevermanagers, that any such investigation shall be conducted officers and employees of Purchaser to discuss matters involving the operations and business of Purchaser with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations representatives of the Company. All requests by Buyer nonpublic information provided to, or obtained by, any party hereto in connection with the transactions contemplated hereby shall be “Confidential Information” for access purposes of the Confidentiality Agreement dated February 18, 2009, which Confidentiality Agreement shall survive the Closing pursuant to this Section 7.2 shall the terms thereof; provided that Purchaser and the Company may disclose such information as may be submitted or directed exclusively to necessary in connection with seeking necessary consents and approvals as contemplated hereby and in connection with the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeTransaction. Notwithstanding anything to the contrary in this Agreementforegoing, neither the Sellers nor the Company Parties Purchaser shall not be required to disclose any information to Buyer if such disclosure would contravene any applicable Law or any Contract which may restrict Purchaser’s disclosure; and Company shall not be reasonably likely to: (i) cause significant competitive harm required to the Company Parties or the Company Business disclose any information if the transactions contemplated by this Agreement are not consummated, provided that such disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) would contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From Prior to the date hereof until Closing Date, Purchaser shall be entitled, through its officers, employees and representatives (including, without limitation, its legal and financial advisors, Financing Sources and accountants), to make such investigation of the Closingproperties, employees, businesses and operations of the Sellers shall, Company and such examination of the books and records of the Company as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon not less than two Business Days’ prior notice and under reasonable circumstances and shall be subject to restrictions arising under applicable Law. The Company shall cause the officers, Business Employees, consultants, agents, accountants, attorneys and other representatives of the Company to: (a) afford Buyer to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its Representatives access representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related minimize any disruption to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted to the extent that it would require the Company Parties as Buyer or any Affiliate to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which the Company or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyAffiliates is bound; provided, however, that the Company and Purchaser shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not (in the good faith belief of the Company (after consultation with counsel)) be likely to result in the violation of any such investigation shall confidentiality obligation or be conducted reasonably likely to cause such privilege to be lost with reasonable advance notice respect to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeinformation. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingcontained herein, prior to the Closing, Buyer without the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (i) Purchaser shall not contact any suppliers to, or customers of, the Company specifically regarding the Company, and Buyer (ii) Purchaser shall have no right to perform invasive or subsurface investigations of any the properties or facilities of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedCompany.

Access to Information. From and after the date hereof of this Agreement until the Closingearlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable notice, and subject to restrictions contained in the confidentiality agreements to which any Seller or the Company may be subject, the Sellers shall, and shall will cause the Company to: (a) afford to provide to Buyer and its authorized Representatives during normal business hours reasonable access to all books and the right to inspect all of the Company’s Real Propertyrecords, properties, assets, premises, books and records, contracts, agreements and other documents and data related to real property of the Company Parties; (b) furnish Buyer and its Representatives in a manner so as to not interfere with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation normal business operations of the Company); provided, however, that any such investigation access shall be conducted with reasonable advance notice to the Sellers’ Representative, at Buyer’s sole expense under the supervision of Sellers’ the Company’s personnel. All of such information will be treated as confidential information pursuant to the terms of the Confidentiality Agreement. All requests for such access shall be directed to Xxx Xxxxx and such additional Persons designated personnel and by the Company in such a manner as not writing to unreasonably interfere with Buyer (collectively, the normal operations “Designated Contacts”). Other than the Designated Contacts, or otherwise in the ordinary course of business unrelated to the transactions contemplated hereby or Buyer’s acquisition of the Company. All requests by , neither Buyer for access pursuant to this Section 7.2 nor any of its Affiliates or any of their respective representatives shall be submitted contact any employee, customer, supplier, landlord, lender or directed exclusively to other material business relation of the Sellers’ Representative or such other individuals as Company without the Sellers may designate in writing from time to timeprior written consent of the Company. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose any information to Buyer or its Representatives regarding the Company’s entry into or conducting of a sale process prior to the execution of this Agreement or other information, if such disclosure would be reasonably likely to: would, in the reasonable discretion of Sellers’ Representative, (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iia) jeopardize any attorney-client privilege; or other legal privilege or (iiib) contravene any applicable LawLaws, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreementhereof. Notwithstanding Buyer acknowledges that the foregoing, prior information being provided to it in connection with the transactions contemplated hereby is subject to the Closing, Buyer shall not contact any suppliers to, or customers ofterms of the Confidentiality Agreement, the Company, and Buyer shall have no right to perform invasive or subsurface investigations terms of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedare incorporated herein by reference.

Access to Information. From the date hereof until the Closing, the Sellers (a) The Company shall, and Executives shall cause the Company PHP Group to: (a) , afford Buyer Buyer’s officers, employees, accountants, counsel and its Representatives other authorized representatives reasonable access during normal business hours throughout the period before the Closing Date or the date of termination of this Agreement and upon reasonable notice, to and the right to inspect all of the CompanyPHP Group’s Real PropertyContracts, properties, assets, premisescommitments, books and records, contractsofficers, agreements directors, employees, accountants, Providers, and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyPayors; provided, however, that any utilization of such investigation access shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and made in such a manner as which will not to unreasonably interfere with disrupt the normal business operations of the Company. All Company and its Subsidiaries and provided, further that all such requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively to to, and shall be approved by the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this AgreementCompany; provided, neither the Sellers nor still further, that nothing herein shall require Shareholders, the Company Parties shall be required or its Affiliates to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm violate applicable laws or regulations of any Governmental Entity or the provisions of any confidentiality agreement to the Company Parties which Shareholders or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure or its Affiliates is a party. Within 25 days of the Transaction end of each calendar month, the Company shall provide to Buyer a copy of the Consolidated Group’s, the PHP Group’s and the Company Business after Closing shall be deemed not Business’ consolidated unaudited interim financial statement for such month, including a balance sheet as of the end of such month and an income and expense statement for such month and year to cause competitive harm; date, with comparative information for the same period of 2001 (ii) jeopardize attorney-client privilege; or (iii) contravene 2002 for any applicable Law, fiduciary duty or Contract entered into prior statement with respect to the date of this Agreementany period in 2003). Notwithstanding the foregoing, prior to the ClosingUnless otherwise required by law, Buyer shall not contact will hold any suppliers to, or customers of, such information which is nonpublic in confidence in accordance with the provisions of the Confidentiality Agreement between the Company, Physicians Healthcare Plans, Inc. and Parent, dated as of June 12, 1998 (the “Confidentiality Agreement”). Prior to the Closing Date, Buyer shall have no right to perform invasive may contact or subsurface investigations of otherwise communicate with any Provider or Member of the Real Property, in each case, without Company or its Affiliates so long as it obtains the prior written consent of the SellersAgent, which consent shall not be unreasonably withheldwithheld or denied. (b) For a period of five years after Closing, delayed Buyer and Shareholders shall, and shall cause their Affiliates to, maintain and make available to the other party, on such other party’s reasonable request, copies of any and all information, books and records related to the other party’s business and machine readable files and records, to the extent required by Governmental Entities or conditionedrelated to litigation matters. Any information obtained pursuant to this Section shall be kept confidential by the parties, unless and only to the extent that disclosure is required by law, legal process or regulatory authority. Newco Group covenants to cooperate, on a timely basis, with the PHP Group and to provide its employees, directors, and officers, as reasonably required, or as required by a Governmental Entity, to reasonably assist, or assist as required by a Governmental Entity, the PHP Group (at the expense of the PHP Group for all out-of-pocket expenses reasonably incurred by Newco Group) in developing the case, serve as witnesses, etc. with respect to any matter occurring before the Effective Time that is subject to litigation or investigation by a Governmental Entity, including, without limitation, those matters described on Schedule 6.1(a) [OMITTED].

Access to Information. (a) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Sellers Seller shall, and shall cause the each Acquired Company to: , (ai) afford make its management personnel reasonably available to Buyer and its Representatives, (ii) subject to and in compliance with any obligations of confidentiality or non-disclosure provided by applicable Law or contained in any material Contracts to which Seller or any Non-Company Affiliate is a party or by which Seller or any Non-Company Affiliate is bound, provide Buyer and its Representatives reasonable access to, and permit such Persons to review, during normal business hours and the right to inspect all of the Company’s Real Propertyupon reasonable prior written request, its properties, assetsbooks, premisesContracts, books accounts, records and records, contracts, agreements files and (iii) provide such other documents and data related information to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives they may reasonably request; , in each case, which is (a) reasonably necessary to assist Buyer with integration and transition planning in connection with the transactions contemplated hereby or otherwise consummating such transactions, and (cb) instruct not inconsistent with applicable Law; provided, such access (1) does not unreasonably interfere with the Representatives of Sellers and Business or the Company to cooperate fully with Buyer in its investigation safe commercial operations of the CompanyAcquired Companies (or, as appropriate, its Affiliates) and (2) is reasonably related to Buyer's obligations and rights hereunder or the transactions contemplated hereby; provided, however, that (w) Seller shall have the right to have a Representative present for any such investigation communication with employees or officers of the Company or its Affiliates, (x) Buyer shall be conducted and shall cause its Representatives to observe and comply with reasonable advance notice to the Sellers’ Representativeall health, under the supervision of Sellers’ designated personnel safety and in such a manner as not to unreasonably interfere with the normal operations security requirements of the Company, and (y) Buyer shall not conduct any environmental sampling or testing or otherwise make direct contact with regulators of the Acquired Companies without the prior written consent of Seller. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted or directed exclusively hold in confidence all such information on the terms and subject to the Sellers’ Representative or such other individuals as conditions contained in the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Confidentiality Agreement. Notwithstanding the foregoing, prior Buyer acknowledges that none of Seller nor its Subsidiaries or Affiliates shall be obligated to provide to Buyer (i) subject to Section 6.16, any information to the Closing, extent relating to any offers or indications of interest received by Seller or its Affiliates or representatives from any Person other than Buyer shall not contact any suppliers to, or customers of, to acquire the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of its Equity Interests, properties or assets or any communications between Seller or its Affiliates or Representatives on the Real Propertyone hand and any such other Person on the other hand to the extent relating to such offers or indications of interest or the transactions contemplated thereby (it being understood that Seller may retain all such documents, information and communications, which shall be the sole property of Seller at all times prior to and after the Closing), (ii) any work papers or similar materials prepared by the independent public accountants of Seller, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in each casetheir discretion, without and (iii) any documents or information that are protected by the prior written consent attorney-client privilege or work product doctrine protections if Seller reasonably determines that providing copies or access to such documents or information could give rise to a possible waiver of such privilege protections after considering the parties' arrangements to preserve applicable privileges and protections; provided, that in the case of the Sellersforegoing clauses (ii) and (iii), which consent Seller shall take all reasonable steps to permit inspection of, or to disclose, such information and to respond in a timely manner to all subsequent requests by Buyer based on such information on a basis that it does not be unreasonably withheldjeopardize any attorney-client privilege or work product doctrine protections. (b) Buyer agrees to indemnify and hold harmless Seller and the Acquired Companies, delayed their respective Affiliates and their respective Representatives for any and all out-of-pocket Losses (excluding, for the avoidance of doubt, overhead costs) incurred by such Persons arising out of the access rights under this Section 6.4, including from any Claims by any of Buyer's Representatives for any injuries or conditionedproperty damage while accessing any Company Assets.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: , (a) afford Buyer the Buyers and its their Representatives full and free access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data information related to the Company PartiesCompany; (b) furnish Buyer the Buyers and its their Representatives with such financial, operating and other data and information related to the Company Parties as Buyer the Buyers or any of its their Representatives may reasonably request, including, but not limited to, a correct and complete daily profit and loss statement from trading in securities and daily positions in securities statement (the “Daily Statements”) of the Company as are provided to management of the Company; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer the Buyers in its their investigation of the Company; provided, however, that any such . Any investigation pursuant to this Section 6.02 shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the business of the Company. All requests No investigation by Buyer for access pursuant the Buyers or other information received by the Buyers shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by any Seller in this Agreement. The Buyers acknowledge and agree that any contact by the Buyers or their Representatives with Representatives or customers of the Company or others having commercial dealings with the Company prior to this Section 7.2 the Closing shall be submitted or directed exclusively to arranged in coordination with the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeRepresentatives. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, Buyer the Buyers agree to notify the Sellers’ Representatives of any such desired contact and to seek the prior consent of Sellers’ Representatives in connection therewith (which may be withheld in Sellers’ Representatives’ reasonable discretion and, if given, may be conditioned on Sellers having the right to participate in any meetings or discussions with any such customers or others having commercial dealings with the Company). Buyers shall not, and shall cause their Representatives not contact any suppliers to, contact or engage in any discussions or otherwise communicate with, any customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without Company or others with whom the prior written consent of Company has commercial dealing regarding the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedTransaction.

Access to Information. From (a) During the date hereof until the ClosingPre-Closing Period, the Sellers Company shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Leased Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeCompany, under the supervision of Sellers’ designated personnel 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 7.2 5.02 shall be submitted or directed exclusively to the SellersShareholders’ Representative Representatives or such other individuals Person as the Sellers may Shareholders’ Representatives shall designate in writing from time writing. Notwithstanding anything to timethe contrary in this Agreement, the Company shall not be required to disclose any information to Buyer if such disclosure would: (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 any of the officers and directors of the Company to violate his fiduciary duty to the Company(it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy, contravention or violation). Prior to the Closing, Buyer shall only be entitled to contact any suppliers to, or customers of, the Company with the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned but may, if the Company deems reasonably appropriate, be conditioned upon in-person or telephonic participation by Xxxx Xxxxxxxxx. Buyer shall, and shall cause its Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.02. (b) Following the Closing, upon receipt of reasonable advance notice, Buyer, and the Company will (i) afford to the Shareholders’ Representatives and their Representatives reasonable access to the books, records and Tax Returns (including Tax work papers) (in each case, relating to the conduct of the business and operations of the Company prior to the Closing Date), of the Company on a mutually convenient basis and during normal business hours and (ii) cooperate with reasonable requests of the Shareholders’ Representatives or its Representatives, in each case of clauses (i) and (ii), solely to the extent necessary, as may be reasonably required by the Shareholders’ Representatives in connection the provisions of Section 1.07, or with the preparation of the Shareholders’ Tax Returns, any Tax audits or related Tax litigation, or to permit the Shareholders’ Representatives or its Representatives to determine any matter relating to the rights and obligations of the Shareholders hereunder; provided, that, any such access by Shareholders’ Representatives shall not unreasonably interfere with the conduct of the business of Buyer or the Company (following the Closing), as applicable. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Buyer nor the Company Parties shall be required to disclose any information to Buyer the Shareholders’ Representatives and their Representatives if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harmwould; (iix) jeopardize result in the loss of any attorney-client privilegeor other privilege (provided that the Buyer shall provide the Shareholders’ Representatives with appropriate information regarding the factual basis underlying any circumstances that resulted in the preparation of such privileged information); or (iiiy) contravene any applicable Law, ; or (z) cause the officers and directors of the Company to violate his fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From During the date hereof until the ClosingInterim Period, the Sellers Seller shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesBusiness Facilities; (b) furnish Buyer and its Representatives with such financial, operating operating, and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; provided, however, that none of the Company, Seller, nor their respective Representatives shall be required to create reports, analyses, or prepare other information in connection with such requests; and (c) instruct the Representatives of Sellers Seller and the Company to reasonably cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould: (ix) in Seller’s reasonable discretion, cause significant competitive harm to Seller, the Company Parties or the Company Business Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize waive any attorney-client or other privilege; or (iiiz) contravene violate any applicable Law, fiduciary duty Law or Contract to which the Company is a party and entered into prior to the date of this Agreement; provided, however, if such access or disclosure is denied, Seller shall promptly notify Buyer, shall describe in writing the reasons for such denial and shall reasonably cooperate with Buyer to implement any commercially reasonable procedures requested by Buyer to, if possible, provide access or disclosure without resulting in the violations or waivers set forth in the foregoing clauses (x) through (z). Notwithstanding Prior to Closing, without the foregoingprior written consent of Seller, prior to the Closingwhich may be withheld for any reason, Buyer shall not (other than in the ordinary course of business of Buyer and its Affiliates unrelated to the transactions contemplated by this Agreement) contact any Persons known by Buyer to be suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive invasive, destructive, or subsurface investigations of the Company’s properties or any other environmental sampling (such as indoor air sampling). Buyer shall, and shall direct its Representatives to, abide by the terms of the Real PropertyConfidentiality Agreement with respect to any access or information provided pursuant to this Section 6.2, in each caseand Buyer shall indemnify, without defend, and hold Seller, its Affiliates, and their respective Representatives harmless from and against any Losses arising out of Buyer’s or its Representatives access to any Business Facilities during the prior written consent Interim Period except to the extent such Losses were caused by the gross negligence or willful misconduct of the SellersSeller, which consent shall not be unreasonably withheldits Affiliates, delayed or conditionedtheir respective Representatives.

Access to Information. From During the date hereof until the ClosingPre-Closing Period, the Sellers shall, Company shall (and shall cause the Company each of its Subsidiaries to: (a) afford to the Buyer’s Representatives, solely for purposes of furthering the Merger and the other transactions contemplated hereby (including the review of the Estimated Closing Adjustment Statement by the Buyer and its Representatives access pursuant to Section 2.6(a)) or integration planning relating thereto, reasonable access, upon reasonable notice, during normal business hours and in a manner that does not materially and unreasonably disrupt or interfere with business operations (and in all cases subject to any reasonable measures implemented by the right Company in connection with COVID-19 or any other pandemic, epidemic or disease outbreak), to inspect all of the Company’s Real Property, properties, assets, premises, books and recordsits books, contracts, agreements Tax Returns, working papers, and other documents records as the Buyer shall reasonably request, and, during such period, the Company shall (and data related shall cause each of its Subsidiaries to) furnish promptly to the Company Parties; (b) furnish Buyer all information concerning its business, properties and its Representatives with such financial, operating and other data and information related to assets as the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to permit any inspection or other access, or to disclose any information to Buyer if such disclosure would be reasonably likely toinformation, that in the reasonable judgment of the Company would: (i1) cause significant competitive harm result in the disclosure of any trade secrets of any third party, (2) violate any legal requirement or contract or any obligation of the Company with respect to confidentiality or privacy, including under any privacy policy, or (3) waive protections afforded the Company under the attorney-client privilege or the attorney work product doctrine; provided, further that the Company shall use commercially reasonable efforts to arrange such alternative access for the Buyer in a manner that would not result in such disclosure, violation or waiver. Any such information shall be subject to the Company Parties Confidentiality Agreement. Prior to the Closing, the Buyer shall not (and shall cause its Affiliates and Representatives not to) contact or communicate with any of the employees, licensors or suppliers of the Company Business if or any of its Subsidiaries in connection with the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedCompany.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer Boxlight Group and its Representatives representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer Boxlight Group and its Representatives representatives with such financial, operating and other data and information related to the Company Parties as Buyer Boxlight Group or any of its Representatives representatives may reasonably request; and (c) instruct the Representatives representatives of Sellers and the Company to cooperate fully with Buyer Boxlight Group in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer Boxlight Group for access pursuant to this Section 7.2 5.9 shall be submitted or directed exclusively to the Sellers’ Representative Mxxxxx Xxxx-Xxxxx or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer Boxlight Group if such disclosure would be reasonably likely towould, in Sellers’ sole discretion: (i) cause significant competitive harm to Sellers, the Company Parties or the Company Business and their respective businesses if the transactions contemplated by this Agreement Transactions are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client or other privilege; or (iii) contravene any applicable Applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement; or (iv) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Notwithstanding the foregoing, prior Prior to the Closing, Buyer without the prior written consent of Sellers, which may be withheld for any reason, Boxlight Group shall not contact any suppliers to, or customers of, the Company, Company and Buyer Boxlight Group shall have no right to perform invasive or subsurface investigations of any of the Real Property. Boxlight Group shall, in each caseand shall cause its representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 5.9.

Access to Information. From the date hereof until the ClosingSubject to applicable Law, Section 5.02, Section 5.08, and applicable contractual restrictions, upon reasonable notice, the Sellers shall, Company shall (and shall cause the Company Subsidiaries to: ) afford Parent’s officers and Parent’s other Representatives reasonable access, during normal business hours throughout the period prior to the Effective Time, to its properties, personnel, books, Contracts and records; provided that any such access shall be coordinated through one of the persons listed on Section 5.06 of the Company Disclosure Schedule. The foregoing shall not require the Company (a) afford Buyer and its Representatives to provide access to or otherwise make available or furnish any information if and to the right extent that the provision of such information would in the good faith judgment of the Company jeopardize any trade secret protection or any attorney-client, work product or other legal privilege or protection or violate any of its confidentiality obligations (it being agreed that, in the case of clause (a), that the Company shall give notice to inspect all Parent of the fact that it is withholding such information or documents and thereafter the Company shall use its 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), (b) to provide access to or otherwise make available or furnish any information relating to the process conducted by the Company that led to the execution of this Agreement (except as may be required by Section 5.03) or (c) permit any access that, in the reasonable judgment of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related would be materially disruptive to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to business or operations of the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeSubsidiaries. Notwithstanding anything to the contrary herein, Parent and Merger Sub shall not, shall cause their Affiliates not to, and shall use their reasonable best efforts to cause their Representatives not to, initiate contact with any Employee not involved in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if negotiation of the transactions contemplated by this Agreement are not consummatedor any customer, provided that disclosure partner, vendor or supplier of the Transaction and Company in connection with the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; Merger or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Propertyother transactions contemplated by this Agreement, in each case, without the Company’s prior written consent of the Sellers, which (such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed). Any access to the properties of the Company and the Company Subsidiaries will be subject to the Company’s reasonable security measures and insurance requirements and will not include the right to perform invasive testing or site assessments.

Access to Information. From Between the date hereof until of this Agreement and the Closingearlier of the Effective Time or the termination of this Agreement, upon reasonable notice the Sellers shallCompany shall (i) give Parent, Merger Sub and their respective officers, employees, accountants, counsel, financing sources and other agents and representatives full access (subject to reasonable supervision and, at the Company's option, logging of information to which access is provided) to all buildings, offices, and shall cause the Company to: (a) afford Buyer other facilities and its Representatives access to all Books and the right to inspect all Records of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to whether located on the premises of the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harmat another location; (ii) jeopardize attorney-client privilegepermit Parent and Merger Sub to make such inspections as they may require; or (iii) contravene any applicable Lawcause its officers to furnish Parent and Merger Sub such financial, fiduciary duty or Contract entered into prior operating, technical and product data and other information with respect to the date business and Assets and Properties of this Agreement. Notwithstanding the foregoingCompany as Parent and Merger Sub from time to time may request, prior including without limitation financial statements and schedules (provided that, except as required or necessary in connection with the parties' obligations pursuant to Sections 4.3 and 4.4, the Closing, Buyer Company shall not contact be required to make any suppliers to, technical information (other than technical information of the type typically made available to customers or customers of, potential customers) available at any location other than the Company's headquarters and none of such technical information shall be removed from such headquarters (whether in written, and Buyer shall have no right to perform invasive electronic or subsurface investigations of any of the Real Property, in each case, other format) without the prior written consent of the SellersCompany); (iv) allow Parent and Merger Sub the opportunity to interview such employees and other personnel and Affiliates of the Company with the Company's prior written consent, which consent shall not be unreasonably withheldwithheld or delayed; and (v) assist and cooperate with Parent and Merger Sub in the development of integration plans for implementation by Parent and the Surviving Corporation following the Effective Time; provided, delayed however, that no investigation pursuant to this Section 5.3 shall affect or conditionedbe deemed to modify any representation or warranty made by the Company herein. Materials furnished to Parent pursuant to this Section 5.3 may be used by Parent for strategic and integration planning purposes relating to accomplishing the transactions contemplated hereby.

Access to Information. (i) From the date hereof until the earlier of the termination of this Agreement and the Closing, the Sellers shallIntermediate LLC, and shall cause the Company to: (a) and the Subsidiaries shall afford to Buyer and its Representatives accountants, counsel and other representatives reasonable access, upon reasonable notice and only during normal business hours, to properties (excluding the Company Property, access to which is addressed in clause (b), below), books, Contracts and records of Intermediate LLC, the Company and the Subsidiaries. The Acquired Companies shall afford to Buyer access to their customers for Customer Interviews, as and to the extent provided in the final sentence of this Section 6.2(a). From and after the Cut Bait Time, the Acquired Companies shall use commercially reasonable efforts to facilitate Buyer’s access to their customers and suppliers (it being understood that the Acquired Companies cannot compel such customers and suppliers to participate in any discussions with Buyer): (i) with respect to customers set forth on Schedule 6.2(a)(i) (“Specified Customers”), as requested by Buyer, provided that the Acquired Companies shall have the right to inspect all of have a representative participate in any call between Buyer and such Specified Customers and Buyer shall not discuss any topics, other than those set forth on Schedule 6.2(a)(ii) (the “Specified Categories”) with such Specified Customers, without the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; consent (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), and (ii) with respect to any customers or suppliers other than the Specified Customers, only with the prior consent of the Company’s Chief Executive Officer (not to be unreasonably withheld, conditioned or delayed). Notwithstanding any of the foregoing, (A) from and after the Cut Bait Time, Buyer may communicate with any customers or suppliers who contact Buyer on their own initiative, so long as Buyer (1) uses reasonable efforts to allow a representative of the Company to participate in calls with such customers or suppliers, and (2) does not affirmatively raise topics not included in the Specified Categories during such communications; and (B) the restrictions on customer and supplier contact in this Section 6.2(a) do not apply to contact with customers, suppliers or other business relations of Buyer or any of its Affiliates relating solely to the conduct of Buyer’s business. In connection with any access provided pursuant to this Section 6.2(a), Buyer and its accountants, counsel and other representatives shall use their commercially reasonable efforts to cooperate with the Company and its representatives to minimize undue disruption to the normal operations of Intermediate LLC, the Company and the Subsidiaries resulting from such access. Furthermore, notwithstanding anything to the contrary in this Section 6.2(a), prior to Closing, (x) Buyer shall not have access to individual medical histories (including any protected health information) or other information the disclosure of which, in the Company’s reasonable opinion, would violate applicable Law or could reasonably be expected to subject Intermediate LLC, the Company or the Subsidiaries to risk of Liability, (y) Buyer shall not be entitled to conduct any invasive sampling or testing with respect to the properties of any Person without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (z) nothing herein shall require Seller, Intermediate LLC, the Company or any of its Subsidiaries to furnish to Buyer or provide Buyer with access to information that legal counsel for Seller, Intermediate LLC, the Company or any of its Subsidiaries reasonably conclude may give rise to a violation of antitrust or competition Laws or that is subject to attorney-client privilege. Seller, Argotec Holdings and the Acquired Companies shall use their reasonable best efforts to provide Buyer with the opportunity to conduct interviews with five of the Specified Customers and may only ask such customers the questions within the Specified Categories (each such interview, a “Customer Interview”) in each case at times reasonably convenient for Buyer and in no event later than 5:00 p.m. New York City Time on Monday, September 21, 2015.

Access to Information. (a) From the date hereof of this Agreement until the ClosingClosing Date, the Sellers Seller shall, and shall cause the Company Asset Transferors and the Acquired Companies to: (a) afford , give Buyer and its Representatives authorized Representatives, upon reasonable advance written notice, during regular business hours and with the supervision of a management member of the Seller (which such person shall be made available by Seller), reasonable access to all Business Employees and the right to inspect all books, records and properties of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data or primarily related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation access shall be conducted at Buyer’s expense, in accordance with reasonable advance notice applicable Law (including any applicable Law relating to the Sellers’ Representativeantitrust, competition, employment or privacy issues), under the supervision of SellersSeller’s or its Affiliates’ designated personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of Seller and its Affiliates; provided, further, that the Companyparties hereto shall mutually cooperate to develop a communications plan related to the transaction contemplated by this Agreement targeted at Business Employees (which shall include participation in joint meetings with Business Employees and joint drafting of formal communications materials) and shall cooperatively execute such plan thereafter and until the Closing. All requests by Without limiting the terms thereof, the Confidentiality Agreement shall govern the obligations of Buyer for access and its Representatives with respect to all information of any type given, furnished or made available to them pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time7.02. Notwithstanding anything to the contrary contained in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm prior to the Company Parties Closing, neither Buyer nor any of its Representatives shall contact any customers or suppliers of the Company Business if any suppliers to, or customers of any Asset Transferor or any Acquired Company; provided, further, that the transactions parties hereto shall mutually cooperate to develop a communications plan related to the transaction contemplated by this Agreement are not consummated, provided that disclosure targeted at customers of the Transaction Business (which shall include participation in joint meetings with such customers and joint drafting of formal communications materials). (b) Notwithstanding anything to the Company Business after Closing contrary contained in this Agreement or any other agreement between Buyer and Seller executed on or prior to the date hereof, prior to the Closing, Seller shall have no obligation to give or make available or cause to be deemed not given or made available to cause competitive harm; Buyer or its Representatives, or to provide Buyer or its Representatives with access to or copies of (i) any Excluded Books and Records (except to the extent copies are to be made available hereunder to Buyer), (ii) any personnel file, medical file or related records of any Business Employee to the extent such provision or access is prohibited by Law, (iii) books, records and properties to the extent such provision or access is prohibited by Law or (iv) any other information if Seller determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege; , the work product immunity or any other legal privilege or similar doctrine, (iiiB) contravene any applicable Law, Governmental Order, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingContract, prior to the Closing, Buyer it being understood that Seller shall not contact (1) cooperate with any suppliers to, or customers of, the Companyrequests for, and Buyer shall have no right use its commercially reasonable efforts to perform invasive obtain, any waivers and (2) use its commercially reasonable efforts to make other arrangements (including redacting information or subsurface investigations of any of the Real Propertyentering into joint defense agreements), in each case, that would enable any otherwise required disclosure to Buyer or its Representatives to occur without the prior written consent of the Sellersso jeopardizing any such privilege or immunity or contravening such applicable Law, which consent shall not be unreasonably withheldGovernmental Order, delayed fiduciary duty or conditionedContract.

Access to Information. From the date hereof until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related to the Company Partiesconstituting Purchased Assets; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller's personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative Seller's Chief Financial Officer, or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller's sole discretion: (ix) cause significant competitive harm to Seller and its businesses, including the Company Parties or the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld or delayed, Buyer shall not contact any suppliers to, or customers of, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of the Leased Real Property. Buyer and Seller shall, and shall cause each of their Representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.02. In addition to the obligations of Buyer under the Confidentiality Agreement, Buyer shall not, and shall cause each of its Representatives not to, disclose any information provided by Seller or any of Seller's Representatives to Buyer or any of Buyer's Representatives that Seller identifies at material, non-public information unless Buyer has first obtained from the Real Propertyproposed recipient of such material, non-public information such proposed recipient's written agreement to keep such material, non-public information confidential, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedform and substance reasonably satisfactory to Seller.

Access to Information. From the date hereof until the Closing, the Sellers shall, Aon shall and shall cause the Company to: (a) afford Buyer and its Representatives access to Companies and the right Subsidiaries to inspect all afford to the officers, employees and authorized representatives of Buyer (including independent public accountants and attorneys) reasonable access and shall permit Buyer to make such reasonable inspections and reviews, in each case during normal business hours, upon reasonable advance notice, to the Company’s Real Propertyoffices, properties, assetsemployees, premises, books agents and recordsbusiness and financial records (including books, contracts, agreements records, computer files, retrieval programs and other documents similar documentation) of the Companies and data related the Subsidiaries and shall furnish or cause to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related be furnished to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct authorized representatives such additional information concerning the Representatives of Sellers Companies and the Company to cooperate fully with Buyer in its investigation of the CompanySubsidiaries as shall be reasonably requested; provided, however, that that: (i) Aon, the Companies and the Subsidiaries shall not be required to violate any Requirements of Law (including the HSR Act), Court Order or obligation of confidentiality to which Aon, the Companies or any Subsidiary is subject or to waive any privilege which any of them may possess in discharging their obligations pursuant to this Section 7.1 and (ii) Buyer shall not, without the prior written consent of Aon, which consent shall not be unreasonably withheld or delayed, contact or communicate with any vendor, customer, employee, independent contractor or other business partner of the Companies and the Subsidiaries with respect to or in connection with the transactions contemplated by this Agreement. Buyer agrees that: (A) such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations of Aon, the Company. All Companies and the Subsidiaries; (B) all requests by Buyer for access or availability pursuant to this Section 7.2 7.1 shall be submitted or directed exclusively to an individual to be designated by Aon; and (C) Aon, the Sellers’ Representative or such other individuals as Companies and the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Subsidiaries shall not be required to disclose provide any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to books and records or reports based thereon that they do not maintain or prepare in the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure ordinary course of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreementtheir business. Notwithstanding the foregoing, prior the obligations of Aon pursuant to this Section 7.1 shall be subject to the Closingright of Aon to determine, Buyer shall not contact any suppliers to, or customers ofin its reasonable discretion, the Companyappropriate timing of the disclosure of information it deems privileged information. Except as set forth in Articles IX and X, no investigation made pursuant to this Section 7.1, and Buyer no matter disclosed pursuant to Section 7.2, shall have no right affect any representation or warranty in this Agreement or any condition to perform invasive or subsurface investigations of any the obligations of the Real Property, parties hereunder to consummate the transactions contemplated hereby. The parties shall act at all times in each case, without accordance with the prior written consent terms and provisions of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedConfidentiality Agreement.

Access to Information. From the date hereof until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related to the Company Partiesconstituting Purchased Assets; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.03 shall be submitted or directed exclusively to the Sellers’ Representative Cxxxxxxxxxx Xxxx, Executive Vice President and Chief Financial Officer, or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (ix) cause significant competitive harm to Seller and its businesses, including the Company Parties or the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of any the Leased Real Property. Buyer shall, and shall cause its Representatives to, abide by the terms of the Real Property, in each case, without Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.03. The parties hereto acknowledge the prior written consent current contractual relationship between Buyer and Seller relating to certain aspects of the SellersBusiness. Nothing in this Agreement shall affect, which consent alter, limit or otherwise impact the rights of the parties under the Deposit Processing Services Agreement, as amended, and any termination of this Agreement shall not be unreasonably withheld, delayed or conditionedhave no effect on such agreement.

Access to Information. From the date hereof until the Closing, the Sellers 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 Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to such member of the Company PartiesGroup; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to such member of the Company Parties Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers Seller and such member of the Company Group to cooperate fully with Buyer in its investigation of the CompanyCompany Group; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Companyapplicable member of the Company Group. All requests by Further, Buyer for access pursuant 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 this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals conditions as the Sellers Seller may designate reasonably require in writing from time to timeits sole discretion. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Seller nor any member of the Company Parties Group shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s reasonable discretion: (iw) cause significant competitive harm to Seller, any member of the Company Parties or the Company Business Group and their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client or other legal privilege; (y) disclose confidential employment records, including medical and other information covered by the Family and Medical Leave Act of 1993; or (iiiz) contravene any applicable Law, fiduciary duty or binding Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, Buyer shall not contact any suppliers to, or customers of, any member of the CompanyCompany Group except jointly with and in coordination with Seller, and each such party acting reasonably; provided, that nothing in this Section 5.02 shall limit the ability of Buyer shall have no right to perform invasive contact or subsurface investigations of communicate with any of the Real Property, in each case, without foregoing Persons to the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.extent 36

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related to the Company PartiesBusiness; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Sellers. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative Bxx Xxxxxxxx or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Sellers’ sole discretion: (ix) cause significant competitive harm to Sellers and their businesses, including the Company Parties or the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Sellers, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. From the date hereof (a) Subject to Section 4.4 hereof, until the Closingearlier of the Closing or the termination of this Agreement, the Sellers shall, and Seller Parties shall cause the Company to: (a) afford Buyer and its Subsidiaries to afford the Representatives of Buyer reasonable access during normal business hours to and the right to inspect all of the Company’s Real Propertyofficers, directors, employees, agents, properties, assets, premises, offices and other facilities of the Company and its Subsidiaries and their books and records, contracts, agreements and other documents and data related to the Company Parties; (b) shall furnish Buyer and its Representatives with such financial, operating and other data and information related with respect to the Company Parties and its Subsidiaries, as Buyer or any of Buyer, through its Representatives Representatives, may reasonably request; . In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the Company’s Business prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its Representatives with officers, employees, customers or agents of the Company and its Subsidiaries hereunder shall be arranged and supervised by the Seller, unless the Seller otherwise expressly consents with respect to any specific contact. (cb) instruct After the Closing, upon reasonable written notice, Buyer shall furnish or cause to be furnished to the Seller and its Representatives access, during normal business hours, such information and assistance relating to the Company and its Subsidiaries as is reasonably necessary in connection with financial reporting and accounting matters, the preparation and filing of Sellers any Tax Return, the defense of any Tax claim or assessment, in connection with any disclosure obligation or the defense of any Action, in each case to the extent relating to the Company and its Subsidiaries (such information, the “Company Information”). In the event that Buyer intends to destroy or otherwise dispose of any of the Company Information that is less than seven (7) years old at the time of such intended destruction or disposition prior to January 31, 2013, Buyer shall first notify Seller in writing of such intended destruction or other disposition and, if requested by Seller within 10 days of delivery of such notification, deliver such Company Information to or as directed by Seller. The Seller shall reimburse Buyer and the Company to cooperate fully with Buyer for reasonable out-of-pocket costs and expenses incurred in its investigation of assisting the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access Seller pursuant to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned4.4(b).

Access to Information. From the date hereof until the ClosingClosing or earlier termination of this Agreement, the Sellers shall, and shall cause the Company to: (a) afford the Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements Transferred Contracts and other documents and data related Related to the Company PartiesBusiness; (b) furnish the Buyer and its Representatives with such financial, operating and other data and information related Related to the Company Parties Business as the Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Sellers and to reasonably cooperate with the Company to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ Representative, under the supervision of the Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the Company. All requests by Buyer for access pursuant to this Section 7.2 shall be submitted Business or directed exclusively to any other businesses of the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose any information to the Buyer or its Representatives if such disclosure would be reasonably likely towould, in the Sellers’ sole discretion: (ix) cause significant and material competitive harm to the Company Parties or Sellers and their respective businesses, including the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) in the opinion of Sellers’ counsel (which may be in-house counsel) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent may be withheld for any reason, the Buyer shall not contact any suppliers or licensor to, or customers of, the Business in connection with the transactions contemplated hereby. For the avoidance of doubt, nothing in this Section 6.3 shall prohibit the Buyer from contacting the customers, suppliers and licensors of the Business in the ordinary course of the Buyer’s businesses for the purpose of selling products of the Buyer’s businesses or for any other purpose unrelated to the Business or the transactions contemplated by this Agreement. The parties agree that the provisions of the Confidentiality Agreement shall continue in full force and effect following the execution and delivery of this Agreement, and all information obtained pursuant to this Section 6.3 or otherwise concerning the Sellers and/or the Business furnished to the Buyer in connection with the transactions contemplated by this Agreement shall be unreasonably withheldkept confidential in accordance with the Confidentiality Agreement. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, delayed warranty or conditionedagreement given or made by Sellers in this Agreement.

Access to Information. From the date hereof until execution of this Agreement and continuing through the Closingearlier of the Termination Date or the Effective Time, each of HDG and the Sellers shallCompany shall (and cause each of their subsidiaries to) promptly furnish to the other and the other's accountants, counsel, financial advisors and other representatives all books, contracts, commitments and records (including, without limitation, Tax Returns) of it and, during such period, shall (and cause each of their subsidiaries to) furnish promptly (a) a copy of each report, schedule and other document: (i) filed or received by it during such period pursuant to the requirements of federal, state or foreign securities laws, (ii) filed by it during such period with the SEC in connection with the transactions contemplated by this Agreement, or (iii) which may have a material effect on its business, properties or personnel and (b) such other information concerning its business, properties and personnel as the other shall reasonably request; provided, however, that, no investigation pursuant to this Section 7.1 shall negate any representation or warranty made herein or the conditions to the obligations of the respective parties to consummate the Merger. All non-public documents and information furnished to HDG, HDG Sub or to the Company, as the case may be, in connection with the transactions contemplated by this Agreement shall be deemed to have been received, and shall cause be held by the recipient, in confidence, except that HDG and the Company to: may disclose such information as may be necessary in connection with seeking the Required Statutory Approvals, the HDG Stockholders' Approval, the Company Stockholders' Approval, the Company Placement and as otherwise provided in that certain bilateral Non-Disclosure Agreement (a) afford Buyer "NDA"), dated March 23, 1999, by and its Representatives access to between HDG and the right Company. The Company shall promptly advise HDG, and HDG shall promptly advise the Company, in writing, of any change or the occurrence of any event after the date of this Agreement having, or which, insofar as can reasonably be foreseen, in the future may have, any Material Adverse Effect on the Company, HDG or HDG Sub, as applicable. A7.2 REGISTRATION STATEMENTS, SB-2 AMENDMENT AND PROXY STATEMENT/ PROSPECTUS. HDG shall prepare and file with the SEC as soon as is reasonably practicable after the date hereof, a post-effective amendment to inspect HDG's initial Form SB-2 (the "SB-2 Amendment"), a registration statement (the "J&L Registration Statement") to register all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to common shares underlying the Company Parties; Warrants (b) which registration statement shall be "wrapped around" the SB-2 Amendment pursuant to Rule 429 of the Securities Act), the Registration Statement and Proxy Statement/Prospectus, and any amendments, supplements or schedules thereto, shall use all reasonable efforts to have the Registration Statement, the SB-2 Amendment and the J&L Registration Statement simultaneously declared effective by the SEC as promptly as practicable, and shall distribute the Proxy Statement/Prospectus as necessary. The Company shall promptly furnish Buyer to HDG all information, and its Representatives with take such financialother actions, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; be requested by HDG in connection with the preceding sentence and (c) instruct shall cooperate with HDG to effect such preparations, filings and actions. The Company shall also take any action required to be taken under applicable state blue sky or foreign securities laws in connection with the Representatives issuance of Sellers and the Company to cooperate fully with Buyer HDG Common Stock as contemplated in its investigation of the CompanyArticle III hereof; provided, however, that any such investigation HDG shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm promptly furnish to the Company Parties or all information necessary for the Company Business if the transactions contemplated by this Agreement are not consummatedto comply with such laws, provided that disclosure of the Transaction and shall take such other actions, including, without limitation, executing, delivering and filing any and all documentation necessary to comply with such laws, and shall cooperate with the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Laweffect such preparations, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, filings and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedactions.

Access to Information. From the date hereof of this Agreement until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related to the Company PartiesBusiness; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to interfere unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative Xxxx Xxxxxxxxx or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if it is reasonably foreseeable that such disclosure would be reasonably likely towould, in Seller’s reasonable judgment: (ix) cause significant competitive harm to Seller and its businesses, including the Company Parties or the Company Business Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty Law or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, Buyer shall not contact any suppliers to, or customers of, the CompanyBusiness in connection with the transactions contemplated hereby, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. From During the date hereof until period commencing on the ClosingSigning Date and ending on the Closing Date applicable to such Station Properties, the Sellers shall, and shall cause the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with upon reasonable advance notice to the Sellers’ Representativewritten request by Buyer, under the supervision of Sellers’ designated personnel 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 7.2 7-Eleven shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm with respect to the Company Parties or Speedway Station Properties, use Commercially Reasonable SW Efforts to cause Marathon and its Affiliates to, and (ii) with respect to the Company Business if 7-Eleven Station Properties, and from and after the closing of the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Purchase and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Sale Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real PropertySpeedway Station Properties, in each case, without upon reasonable advance notice, at a mutually agreed upon time and date, furnish or cause to be furnished to Buyer and its representatives, (x) reasonable access, during normal business hours, to the prior written consent Station Properties and personnel at such Station Properties including for the purposes of interviews; provided that Buyer shall not unreasonably disrupt personnel, operations or properties of the SellersBusiness, and (y) reasonable access to the books and records of the Business, solely to the extent available to 7-Eleven and to the extent permitted by Law. Without limiting the generality of the foregoing, within twenty (20) days after the end of each calendar quarter during the period commencing on the Signing Date and ending on the final Closing Date, 7-Eleven shall prepare and deliver to Buyer a true, correct and complete profit and loss report for the immediately preceding calendar quarter with respect to each Station Property and Replacement Property (as applicable) not previously transferred to Buyer, in substantially the same form and level of detail as the Financial Statements. Within thirty (30) days following each Closing, 7-Eleven shall prepare and deliver to Buyer a true, correct and complete profit and loss report for the calendar month immediately preceding the month in which consent shall not be unreasonably withheldthe applicable Closing occurs with respect to each Station Property and Replacement Property (as applicable) transferred to Buyer at such Closing, delayed or conditionedin substantially the same form and level of detail as the Financial Statements.

Access to Information. From the date hereof until (a) Prior to the Closing, Purchaser shall be entitled, through its officers, employees and representatives (including its consultants, agents, accountants, attorneys and financial advisors), to make such investigation of the Sellers shallproperties, businesses and shall cause operations of the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all such examination of the Company’s Real Property, properties, assets, premises, books and records of the Company as it reasonably requests and to make extracts and copies of such books and records. Any such investigation and examination shall be conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. The Company shall cause its officers, contractsemployees and representatives (including its consultants, agreements agents, accountants, attorneys and other documents financial advisors) to cooperate with Purchaser and data related Purchaser’s representatives in connection with such investigation and examination, and Purchaser and its representatives shall cooperate with the Company and its representatives and shall use their reasonable efforts to minimize any disruption to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related business. Notwithstanding anything herein to the Company Parties as Buyer contrary, no such investigation or any of its Representatives may reasonably request; and (c) instruct examination shall be permitted to the Representatives of Sellers and extent that it would require the Company to cooperate fully disclose information subject to attorney-client privilege or conflict with Buyer in its investigation of any confidentiality obligations to which the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeCompany is bound. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingcontained herein, prior to the Closing, Buyer without the prior written consent of the Company, which consent shall not be unreasonably withheld, (i) Purchaser shall not contact any suppliers to, or customers of, the CompanyCompany in connection with the transactions contemplated by the Agreement, and Buyer (ii) Purchaser shall have no right to perform invasive or subsurface investigations of any the properties or facilities of the Real PropertyCompany. (b) For a period of two years after the Closing, in each case, without the prior written consent Purchaser will give Seller reasonable access during Purchaser’s regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law to books and records of the SellersCompany and to other books and records transferred to Purchaser to the extent necessary for the preparation of financial statements, regulatory filings or Tax Returns of Seller or its Affiliates in respect of periods ending on or prior to Closing, or in connection with any Legal Proceedings. Seller shall be entitled, at its sole cost and expense, to make copies of the books and records to which consent shall not be unreasonably withheld, delayed or conditionedit is entitled to access pursuant to this Section 8.1(b).

Access to Information. From Between the date hereof until of this Agreement and the Closingearlier of the Closing Date or the termination of this Agreement, upon reasonable notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall, and shall cause the Company to: (a) afford Buyer give the Acquirer and its Representatives reasonable access to all Books and Records of the Sellers relating to the Business or the Purchased Assets, during normal business hours, whether located on the premises of the Sellers or at another location, provided that the Sellers shall have the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Partieshave a representative present during any such inspection; (b) cause its officers to furnish Buyer and its Representatives with the Acquirer such financial, operating operating, technical and product data and other data and information related with respect to the Company Parties Business and Purchased Assets as Buyer or any of its Representatives the Acquirer from time to time may reasonably request; , including financial statements and (c) instruct schedules, for purposes of preparing to operate the Representatives of Sellers and Business following the Company to cooperate fully with Buyer in its investigation of the CompanyClosing; provided, however, that any such no investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 5.1 shall affect or be deemed to modify any representation or warranty made by the Sellers herein; provided, further, that such investigation shall not unreasonably interfere with any of the businesses, personnel or operations of the Sellers or any of their Affiliates. Materials furnished to the Acquirer pursuant to this Section 5.1 may be used by the Acquirer only for strategic planning purposes relating to evaluating and accomplishing the transactions contemplated hereby and shall be submitted or directed exclusively subject to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeConfidentiality Agreement. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingcontained herein, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, neither the Acquirer nor any of its Representatives shall contact any suppliers to, or customers of the Sellers with respect to the Sellers or the Business; provided, however, that any such contact with suppliers or customers of the Sellers must be coordinated by the Sellers and the Sellers shall be entitled to participate in any such discussions with suppliers or customers of the Sellers.

Access to Information. From (a) Subject to the terms of the Confidentiality Agreement and applicable Laws, during the period from the date hereof until of this Agreement through the Closingearlier of the Closing Date and the date on which this Agreement is terminated in accordance with Article VIII, the Sellers shallCompany shall permit, and shall cause the Company to: (a) afford Buyer Subsidiaries to permit, Purchaser and its advisors, accountants, attorneys and authorized Representatives access to have reasonable access, during regular business hours and upon reasonable notice, to the offices, facilities, assets, properties, certain management-level employees, books and records of the Company and the right to inspect all Subsidiaries, which access shall be virtual at the discretion of the Company’s Real Property, and shall furnish, or cause to be furnished, to Purchaser, such financial, tax and operating data and other information with respect to such entities and their respective offices, facilities, assets, properties, assets, premises, books businesses and records, contracts, agreements and other documents and data related operations as Purchaser shall from time to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may time reasonably request; . All access and (c) instruct the Representatives of Sellers investigation pursuant to this Section 6.04 shall be coordinated through Xxxx Xxxxxx and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel at Purchaser’s expense 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 7.2 shall be submitted or directed exclusively to businesses of the Sellers’ Representative or such other individuals as Company and the Sellers may designate in writing from time to timeSubsidiaries. Notwithstanding anything to the contrary contained herein or otherwise, prior to the Closing, (i) all such access, and information relating thereto, shall constitute “Confidential Information” under, and be governed by, the terms and conditions of the Confidentiality Agreement, (ii) without the prior written consent of the Company, Purchaser shall not contact any employee, customer, vendor, supplier, licensor, distributor or broker of the Company or any Subsidiary solely with respect to the Company Group or the transactions contemplated herein (provided, for the avoidance of doubt, that nothing herein shall limit Purchaser or its Affiliates from (x) contacting any such party in the ordinary course of business, unrelated to the Company Group or the transactions contemplated herein and, (y) to the extent that, during such ordinary course of business communications unrelated to the Company Group or the transitions contemplated by this Agreement, neither such party inquires about the Sellers nor the Company Parties shall be required transactions contemplated by this Agreement, disclosing to disclose any such party publicly available information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if on the transactions contemplated by this Agreement are not consummatedfollowing any press announcements in accordance with Section 6.05), and provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not have the right to cause competitive harm; (ii) jeopardize attorney-client privilege; or have a representative present during any such contact in the event that it consents to such contact, and (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer Purchaser shall have no right to perform invasive or subsurface investigations of the properties or facilities of the Company or any of the Real Property, in each case, Subsidiaries without the prior written consent of the SellersCompany (which consent may be withheld for any reason). In addition, and notwithstanding anything contained in this Agreement to the contrary, the Company shall not have any obligation to provide Purchaser with any such access or information which the Company concludes in good faith cannot be disclosed without (i) violating applicable Law or other obligation of confidentiality, (ii) contravening any Contract entered into by the Company or the Subsidiaries prior to the date of this Agreement, or (iii) violating the attorney-client privilege or attorney work-product privilege from disclosure of the Company or the Subsidiaries; provided, however, that the Company shall (x) notify Purchaser, as applicable, that such information cannot be disclosed without (i) violating applicable Law or the Company’s or any of the Subsidiaries’ obligations of confidentiality, (ii) contravening any Contract entered into by the Company or the Subsidiaries prior to the date of this Agreement, or (iii) violating the attorney-client privilege or attorney work-product privilege from disclosure of the Company or the Subsidiaries, (y) communicate to Purchaser in reasonable detail (A) the facts giving rise to such notification and (B) the subject matter of such information (to the extent it is able to do so in accordance with the foregoing proviso) and (z) use reasonable best efforts to identify and pursue a legally permissible method of providing such disclosure, including in the case where such disclosures are reasonably likely to violate the Company’s or any of the Subsidiaries’ obligations of confidentiality, using reasonable best efforts to seek a waiver of any such obligations of confidentiality. (b) Purchaser shall, and shall cause the Surviving Corporation to, preserve and keep the records held by them relating to the respective businesses of the Company and the Subsidiaries prior to the Effective Time for a period of seven (7) years from the Closing Date (or longer if required by applicable Law) and shall make such records (or copies), subject to reimbursement by the applicable Equityholder(s) of reasonable and documented out-of-pocket expenses in the production of such records or copies in response to such Equityholder(s)’ request, and reasonably appropriate personnel available, at reasonable times and upon reasonable advance notice, as may be reasonably requested by any Equityholder in connection with any insurance claims by, Litigation or Tax audits against, governmental investigations of, or compliance with legal requirements by, any Equityholder or any of their respective Affiliates (provided, for the avoidance of doubt, no Equityholder shall have access to any Tax Return or Tax work paper of Purchaser or its Affiliates (including any consolidated or affiliated group that includes a member of the Company Group for which the Company is not the common parent (or the equivalent thereof under applicable Law)), except for any such Tax Return or Tax work paper that exclusively relates to one or more members of the Company Group). In addition, and notwithstanding anything contained in this Agreement to the contrary, the Company Group and Purchaser shall not have any obligation to provide any Equityholder with any such access or information which Purchaser or the Company concludes in good faith cannot be disclosed without (i) violating applicable Law or other obligation of confidentiality, (ii) contravening any Contract entered into by Purchaser, the Company or the Subsidiaries, or (iii) violating the attorney-client privilege or attorney work-product privilege from disclosure of Purchaser, the Company or the Subsidiaries; provided, however, that Purchaser and the Company shall (x) notify such Equityholder, as applicable, that such information cannot be disclosed without (i) violating applicable Law or an obligations of confidentiality, (ii) contravening a Contract, or (iii) violating the attorney-client privilege or attorney work-product privilege, (y) communicate to such Equityholder in reasonable detail (A) the facts giving rise to such notification and (B) the subject matter of such information (to the extent it is able to do so in accordance with the foregoing proviso) and (z) use reasonable best efforts to identify and pursue a legally permissible method of providing such disclosure, including in the case where such disclosures are reasonably likely to violate such obligations of confidentiality, using reasonable best efforts to seek a waiver of any such obligations of confidentiality. (c) The parties shall hold, and shall cause their respective Affiliates, advisors, accountants, attorneys and representatives to hold, any non-public information so provided to one another in connection with the transactions contemplated by this Agreement in confidence in accordance with the provisions of the Confidentiality Agreement, which consent the parties acknowledge will continue in full force and effect in accordance with the terms and conditions thereof. In addition, Purchaser and Xxxxxx Sub each agree to be bound by the terms and conditions of the Confidentiality Agreement applicable to IGP Industries, LLC, to the same extent as though originally party thereto, and that the Company shall not be unreasonably withhelda beneficiary of such obligations of Purchaser and Merger Sub, delayed as though originally a party to the Confidentiality Agreement; provided, that the Confidentiality Agreement shall automatically terminate and be of no further force or conditionedeffect upon the Closing.

Access to Information. From (a) During the date hereof until the ClosingPre-Closing Period, the Sellers shall, Company shall (and shall cause each Subsidiary to) afford the officers, attorneys, accountants, tax advisors, lenders and other authorized representatives of the Buyer reasonable access upon reasonable notice and during normal business hours and without unreasonable interference with the operation of the business of the Company to: (a) afford Buyer and its Representatives access to and the right to inspect all of the Company’s Real Propertypersonnel, offices, properties, assets, premises, books and recordsrecords of the Company and the Subsidiaries, contractsso that the Buyer may have full opportunity to make such investigation as it shall desire to make of the management, agreements business, properties and affairs of the Company and the Subsidiaries. The Company shall (and shall cause each Subsidiary to) furnish to the Buyer such financial and operating data and other documents and data related information as to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to business of the Company Parties and the Subsidiaries as the Buyer or any of its Representatives may shall reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior nothing herein will require the Company or its Subsidiaries to (i) provide Buyer with access or information that the Company is expressly prohibited by applicable Law from granting or disclosing, or (ii) take any action that would, in the advice of counsel, constitute a waiver of the attorney-client privilege or the attorney work product privilege in the event of a legal proceeding with the Buyer; provided, that in the event that the Company or any Subsidiary relies on this sentence to withhold access or disclosure, the Company shall, to the Closingextent permitted by Law and the protection of such attorney-client privilege, promptly notify Buyer shall not contact any suppliers toof the nature of the withheld information and provide the Buyer of a reasonable opportunity to seek an appropriate remedy or waive compliance with the terms of this Agreement. (b) During the Pre-Closing Period, or customers ofwithin twenty (20) days after the end of each calendar month beginning with June 30, 2018, the CompanyCompany shall furnish to the Buyer an unaudited income statement for such month and a balance sheet as of the end of such month, prepared in accordance with GAAP applied on a basis consistent with the application thereof to the most recent audited financial statements included in Company Financial Statements (to the extent consistent with GAAP). Such financial statements shall present fairly the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof and for the periods covered thereby, and Buyer shall have no right to perform invasive or subsurface investigations of any be consistent with the books and records of the Real PropertyCompany and the Subsidiaries. (c) During the Pre-Closing Period, in each casethe Company shall, without if reasonably requested by the prior written consent Buyer, use its Reasonable Best Efforts to introduce the Buyer to customers and suppliers of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedCompany and the Subsidiaries for the purpose of facilitating the post-Closing integration of the Company and the Subsidiaries and their businesses into that of the Buyer.

Access to Information. From and after the date hereof until the Closingearlier of the Closing Date or the termination of this Agreement 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 Sellers shall, Company shall provide to Buyer and shall cause the Company to: its authorized representatives (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Propertybooks, records, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation Permits of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and Group Companies during normal business hours (in such a manner so as to not to unreasonably interfere with the normal business operations of any Group Company), (b) reasonable access during normal business hours (in a manner so as to not interfere with the normal business operations of any Group Company) to each report, schedule, registration statement, Permit and other document filed or received by it during such period pursuant to the requirements of applicable Laws (other than reports or documents that the Group Companies are not permitted to disclose under applicable Law), (c) as soon as reasonably practicable after they become available, but in no event more than thirty (30) days after the end of each calendar month ending after the date of this Agreement, the consolidated balance sheet of the Group Companies and the related consolidated statements of income and members’ equity and consolidated statement of cash flows for such month and (d) as soon as reasonably practicable after they become available, but in no event more than forty-five (45) days after the close of each quarterly accounting period ending after the date hereof, the consolidated balance sheet of the Group Companies and the related statements of income and members’ equity and statement of cash flows for such quarterly period. All requests by Buyer for access of such information shall be treated as confidential information pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timereference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose any information to Buyer if to the extent such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iix) jeopardize any attorney-client privilege; or other legal privilege of the disclosing Party or (iiiy) contravene any applicable LawLaws, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreementhereof. Notwithstanding The Parties shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any restrictions of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedpreceding sentence apply and a Party has determined to restrict access accordingly.

Access to Information. From the date hereof until the Closing, the The Sellers shall, and shall cause each of the Company to: Companies to afford the Purchaser and its accountants, counsel and other representatives reasonable access during normal business hours during the period prior to the Closing to (a) afford Buyer and its Representatives access to and the right to inspect all of the such Company’s Real Property, 's properties, assetsbooks, premisescontracts, books commitments and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer all other information concerning the business, properties and its Representatives with personnel of such financial, operating and other data and information related to Company as the Company Parties as Buyer or any of its Representatives Purchaser may reasonably request; and (c) instruct the Representatives of . The Sellers and the Company to cooperate fully with Buyer in its investigation shall cause each of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice Companies to provide to the Sellers’ RepresentativePurchaser and its accountants, under the supervision counsel and other representatives copies of Sellers’ designated personnel and internal financial statements promptly upon request. No information or knowledge obtained in such a manner as not to unreasonably interfere with the normal operations of the Company. All requests by Buyer for access any investigation pursuant to this Section 7.2 6.2 shall affect or be submitted deemed to modify any representation or directed exclusively warranty contained herein or the conditions to the Sellers’ Representative or such other individuals as obligations of the Sellers may designate in writing from time parties to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if consummate the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction Agreement. The Purchaser agrees to treat as confidential and the Company Business after Closing shall be deemed not to cause competitive harmdisclose to third parties, except as required by law or otherwise provided herein, all information furnished pursuant to this Section 6.2 except information which: (i) is or becomes generally available to the public other than as a result of disclosure by the Purchaser in violation of this Section 6.2; (ii) jeopardize attorneywas available to or in the possession of the Purchaser on a non-client privilegeconfidential basis prior to its being furnished pursuant to this Section 6.2; or (iii) contravene any applicable Lawwas received by the Purchaser from a third party known by the Purchaser not to be bound by a confidentiality agreement with respect thereto. The Purchaser may disclose such information to its lending bank, fiduciary duty or Contract entered into prior to the date of Purchaser's agents, including its accountants and attorneys, and to Cendant Corporation. In the event this Agreement. Notwithstanding Agreement is terminated and the foregoingShare Purchase abandoned, prior the Purchaser shall return to the Closing, Buyer shall not contact any suppliers to, Sellers all such information that is in written or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedother tangible form.

Access to Information. From the date hereof until the Closing, the Sellers shall, (a) The Company shall (and shall cause each Subsidiary to) permit representatives of the Buyer to have full access (at all reasonable times, and in a manner so as not to interfere with the normal business operations of the Company to: (a) afford Buyer and its Representatives access to and the right Subsidiaries) to inspect all of the Company’s Real Propertypremises, properties, assets, premises, books financial and accounting records, contracts, agreements other records and other documents documents, and data related personnel, of or pertaining to the Company Parties; and each Subsidiary. (b) furnish The Company shall introduce the Buyer to its principal suppliers, customers and employees to facilitate discussions between such persons and the Buyer in regard to the conduct of business following the Closing Date. (c) Each of the Buyer and its Representatives the Transitory Subsidiary (i) shall treat and hold as confidential any Confidential Information (as defined below), (ii) shall not use any of the Confidential Information except in connection with such financialthis Agreement, operating and other data and information related (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company Parties as all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, "Confidential Information" means any confidential or proprietary information of the Company or any Subsidiary that is furnished in writing to the Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and Transitory Subsidiary by the Company to cooperate fully or any Subsidiary in connection with Buyer in its investigation of the Companythis Agreement and is labeled confidential or proprietary; provided, however, that it shall not include any such investigation shall be conducted with reasonable advance notice to information (A) which, at the Sellers’ Representativetime of disclosure, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations is available publicly, (B) which, after disclosure, becomes available publicly through no fault of the Company. All requests by Buyer for or the Transitory Subsidiary, (C) which the Buyer or the Transitory Subsidiary knew or to which the Buyer or the Transitory Subsidiary had access pursuant prior to this Section 7.2 shall be submitted disclosure or directed exclusively to (D) which the Sellers’ Representative Buyer or such the Transitory Subsidiary rightfully obtains from a source other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor than the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioneda Subsidiary.

Access to Information. 8.2.1. From the date hereof until the ClosingClosing (or the earlier termination of this Agreement), the Sellers shall, and shall cause the Company to: (a) afford provide Buyer and its Representatives authorized representatives with reasonable access and upon reasonable advance notice and during regular business hours to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements records of Sellers and other documents and data its Affiliates related to the Company Parties; (b) furnish Sale Property, in order for Buyer and its Representatives with authorized representatives to access such financial, operating and other data and information related to regarding the Company Parties Sale Property as Buyer or any of its Representatives may reasonably requestdeems necessary in connection with effectuating the Transaction; and provided that (ci) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as access does not to unreasonably interfere with the normal operations of Sellers, (ii) such access will occur in such a manner as Sellers reasonably determine to be appropriate to protect the Company. All confidentiality of the Transaction, (iii) all requests by Buyer for access pursuant will be directed to this Section 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Persons Sellers may designate in writing from time to time. Notwithstanding anything , and (iv) nothing herein will require Sellers to the contrary in this Agreementprovide access to, neither the Sellers nor the Company Parties shall be required or to disclose any information to to, Buyer if such access or disclosure (A) would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business Sellers if the transactions contemplated by this Agreement are Transaction is not consummated, (B) would require Sellers to disclose any financial or proprietary information of or regarding the non-Seller Affiliates of Sellers or otherwise disclose information regarding the non-Seller Affiliates of Seller that Sellers deem to be commercially sensitive, (C) would waive any legal privilege, or (D) would be in violation of applicable Laws or the provisions of any Contract to which any Seller is a party; provided that, in the event that disclosure Sellers withhold access or information in reliance on the foregoing clause (C) or (D), Sellers shall provide (to the extent possible without waiving or violating the applicable legal privilege or Law) notice to Buyer that such access or information is being so withheld and shall use commercially reasonable efforts to provide such access or information in a way that would not risk waiver of such legal privilege or applicable Law. 8.2.2. In order to facilitate Sxxxxxx’ efforts to administer and close the Bankruptcy Case (including, without limitation, the preparation of filings in the Bankruptcy Case and state, local and federal Tax returns and other filings, reconciliation of claims filed in the Bankruptcy Case, removal of corporate and other records and information relating or belonging to entities other than Sellers), for a period of three (3) years following the Closing, (i) the Buyer shall permit Sellers’ counsel and other professionals and counsel for any successor to Sellers and its respective professionals (collectively, “Permitted Access Parties”) reasonable access to the financial and other books and records relating to the Sale Property or the Business and the systems containing such information, books and records, which access shall include (xx) the right of such Permitted Access Parties to copy at such Permitted Access Parties’ expense, such documents and records as they may request in furtherance of the Transaction purposes described above, and (yy) Buyer’s copying and delivering to the relevant Permitted Access Parties such documents or records as they may request, but only to the extent such Permitted Access Parties furnish Buyer with reasonably detailed written descriptions of the materials to be so copied and the Company Business after Closing shall be deemed not to cause competitive harm; applicable Permitted Access Party reimburses the Buyer for the reasonable costs and expenses thereof, and (ii) jeopardize attorney-client privilege; or Buyer shall provide the Permitted Access Parties (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior at no cost to the date of this Agreement. Notwithstanding Permitted Access Parties) with reasonable access during regular business hours to such Transferred Employees as Sellers may hereafter designate in writing, to assist Sellers and the foregoingother Permitted Access Parties (including by providing and generating, prior at Sellers or such other Permitted Access Parties’ cost or expense, if applicable, such information, reports, filings and analyses as Sellers or the other Permitted Access Parties may reasonably request from time to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, time) in each casetheir post-Closing activities (including, without limitation, preparation of Tax returns), provided that such access and assistance does not unreasonably interfere with the prior Buyer’s business operations. 8.2.3. With Sellers’ written consent of the Sellersconsent, which consent shall not be unreasonably withheldconditioned, delayed withheld or conditioneddelayed, Buyer shall be permitted to contact any officer, manager, director, employee, customer, supplier, lessee, lessor, lender, noteholder or other material business relation of Sellers prior to the Closing with respect to Sellers, the Business or the Transaction.

Access to Information. From a. The Purchaser and its authorized representatives shall have full access during normal business hours to all properties, books, records, contracts, and documents of the date hereof until Private Company, and the ClosingPrivate Company shall furnish or cause to be furnished to the Purchaser and its authorized representatives all information with respect to its affairs and business as the Purchaser may reasonably request. Unless required by law, the Sellers shallPurchaser shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Purchaser; (ii) becomes part of the public domain after disclosure through no fault of the Purchaser; (iii) is known to the Purchaser or any of its officers or directors prior to disclosure; or (iv) is disclosed in accordance with the written consent of the Private Company. In the event this Agreement is terminated prior to Closing, the Purchaser shall, upon the written request of the Private Company, promptly return all copies of all documentation and information provided by the Private Company to: (a) afford Buyer hereunder. b. The Private Company and its Representatives authorized representatives shall have full access during normal business hours to and the right to inspect all of the Company’s Real Property, properties, assetsbooks, premises, books and records, contracts, agreements and other documents of the Purchaser, and data related the Purchaser shall furnish or cause to be furnished to the Private Company Partiesand its authorized representatives all information with respect to its affairs and business the Private Company may reasonably request. Unless required by law, the Private Company shall hold, and shall cause its representatives to hold confidential, all such information and documents, other than information that (i) is in the public domain at the time of its disclosure to the Private Company; (bii) furnish Buyer and its Representatives with such financial, operating and other data and information related becomes part of the public domain after disclosure through no fault of the Private Company; (iii) is known to the Private Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company officers or directors prior to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilegedisclosure; or (iiiiv) contravene any applicable Law, fiduciary duty or Contract entered into prior to is disclosed in accordance with the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the SellersPurchaser. In the event this Agreement is terminated prior to Closing, which consent shall not be unreasonably withheldthe Private Company shall, delayed or conditionedupon the written request of the Purchaser, promptly return all copies of all documentation and information provided by the Purchaser hereunder.

Access to Information. From Subject to the date hereof until Confidentiality Agreement and applicable Law relating to the Closingsharing of information, prior to the Sellers shallClosing Date, upon reasonable notice to the Company, Buyer shall be entitled, through its officers, employees and shall cause representatives, to make such investigation of the properties, businesses and operations of the Company to: and such examination of the books and records of the Company as it reasonably requests (a) afford provided that Buyer and its Representatives access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that representatives shall conduct any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and activities in such a manner as not to interfere unreasonably interfere with the normal business or operations of the Company) and, at Buyer’s cost and expense, to make extracts and copies of such books and records. All requests by Buyer for access pursuant to this Section 7.2 Any such investigation and examination shall be submitted or directed exclusively conducted during regular business hours upon reasonable advance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Buyer and its representatives shall cooperate with the Company and its representatives and shall use reasonable best efforts to minimize any disruption to the Sellers’ Representative business in connection with such investigation and examination. Notwithstanding anything herein to the contrary, no such investigation or examination shall be permitted if such investigation or examination would jeopardize any attorney-client privilege or other individuals as the Sellers may designate in writing from time to timeprivilege or contravene applicable Law. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingcontained herein, prior to the Closing, without the prior written consent of a representative of the Company (who shall be identified in writing to Buyer as the representative contemplated by this Section 8.1), (i) Buyer shall not contact any suppliers to, or customers or employees of, the CompanyCompany with respect to the transactions contemplated hereby, and (ii) Buyer shall have no right to perform invasive or subsurface investigations of any the properties or facilities of the Real PropertyCompany. Buyer shall and shall cause Buyer’s Affiliates and representatives to keep confidential any non-public information received from the Company, its Affiliates or its representatives, directly or indirectly, pursuant to this Section 8.1 in each case, without accordance with the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedConfidentiality Agreement.

Access to Information. (a) From the date hereof until the Closingearlier of the Closing and the termination of this Agreement, the Sellers shall, and shall cause the each Company to: , (ai) afford Buyer the Buyers and its Representatives their representatives reasonable access upon reasonable prior notice to and the right to inspect all of the Company’s Real Property, Estate and the properties, assets, premises, books and records, contracts, agreements Contracts and other documents and data related to the Company Parties; documents (b) furnish The Buyer and its Representatives with such financialParties acknowledge that, operating pursuant to the right of access granted to Buyers under this Section 8.15, the Buyer Parties will become privy to confidential and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Companies and that such confidential information (which includes the Buyer Parties’ conclusions with respect to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation evaluations) shall be conducted with reasonable advance notice to held confidential by the Sellers’ Representative, under the supervision of Sellers’ designated personnel Buyer Parties and their representatives in such a manner as not to unreasonably interfere accordance with the normal operations of NDA. The NDA shall terminate on the Company. All requests by Buyer for access Closing Date unless this Agreement is terminated pursuant to this Section 7.2 Article X, in which case the NDA shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate remain in writing from time to time. full force and effect. (c) Notwithstanding anything to the contrary in this Agreement, neither the Sellers no Seller nor the any Company Parties shall be required to disclose any information to Buyer Buyers if UQF reasonably believes such disclosure would be reasonably likely to: (i) constitutes competitively sensitive information or would cause significant competitive harm to the Company Parties Companies, the Sellers, the Business or the Company Business Real Estate if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) would jeopardize any attorney-client client, work product or other privilege; , or (iii) would contravene any applicable Law, Laws or fiduciary duty or Contract entered into prior to the date of this Agreementduty. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of UQF, which may be withheld for any reason, no Buyer Party shall not contact any suppliers to, or customers of, any Company or the CompanyBusiness; provided, and that this shall not limit any Buyer shall have no right to perform invasive or subsurface investigations of Party from any contact with any of the Real Property, in each case, without foregoing unrelated to the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedtransactions contemplated by this Agreement.

Access to Information. From the date hereof until to the ClosingClosing Date, the Sellers shall, Seller shall and shall cause the Company Group to: (ai) afford Buyer and its Representatives representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesGroup; and (bii) furnish Buyer and its Representatives representatives and the Debt Financing Sources with such financial, operating and other data and information related to the Company Parties Group as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours, upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the CompanyCompany Group. All requests by Buyer for access pursuant to this Section 7.2 4.5 shall be submitted or directed exclusively to the Sellers’ Representative Xxxxx Xxxx or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything herein to the contrary in this Agreementcontrary, neither the Sellers Seller nor the Company Parties Group shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s reasonable discretion: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiA) jeopardize any attorney-client or other privilege; or (iiiB) contravene any applicable Law, fiduciary duty or Contract agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the ClosingClosing Date, without the prior written consent of Seller, which may not be unreasonably withheld, delayed or conditioned, Buyer shall not contact any suppliers to, or customers of, the CompanyCompany Group. Buyer shall, and Buyer shall have no right use its Reasonable Best Efforts to perform invasive cause its representatives and the Debt Financing Sources to, abide by the terms of Section 4.4 hereof with respect to any access or subsurface investigations of any of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedinformation provided pursuant to this Section 4.5.

Access to Information. From the date hereof until the Closing, the Sellers shall, and Seller shall cause the Company to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books Books and recordsRecords, contracts, agreements Assigned Contracts and other documents and data related to the Company PartiesBusiness; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties Business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company Seller to cooperate fully with Buyer in its investigation of the CompanyBusiness; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations conduct of the CompanyBusiness or any other businesses of Seller. All requests by Buyer for access pursuant to this Section 7.2 6.02 shall be submitted or directed exclusively to the Sellers’ Representative Taureau Group, LLC/Xxxxx & Company, Inc. or such other individuals as the Sellers Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in Seller’s sole discretion: (ix) cause significant competitive harm to the Company Parties or the Company Business Seller and its Business, if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (iiy) jeopardize any attorney-client or other privilege; or (iiiz) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any suppliers to, or customers of, the Company, Business and Buyer shall have no right to perform invasive or subsurface investigations of any the Real Property or the improvements thereon. Buyer shall, and shall cause its Representatives to, abide by the terms of the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 6.02.

Access to Information. From the date hereof until the Closing, the Sellers shall, and Company shall cause the Company use commercially reasonable efforts to: (a) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Company’s Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data related to the Company PartiesCompany; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with during normal business hours upon reasonable (and in no event less than two (2) days’ (provided that at least one of such days is a Business Day)) advance written notice to the Sellers’ RepresentativeXxxxxx X. Xxxxx & Co. Incorporated, under the supervision of Sellers’ designated the personnel of 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 7.2 5.02 shall be submitted or directed exclusively to the Sellers’ Representative Xxxxxx X. Xxxxx & Co. Incorporated or such other individuals Persons as the Sellers Xxxxxx X. Xxxxx & Co. Incorporated may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither none of the Company, Sellers nor the Company Parties or Shareholder Representative shall be required to disclose any information to Buyer if such disclosure would be reasonably likely towould, in such Person’s reasonable discretion: (i) cause significant competitive harm to Sellers, the Company Parties or the Company Business their respective businesses if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client or other privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract binding agreement entered into prior to the date of this AgreementSigning Date. Notwithstanding the foregoing, prior Prior to the Closing, without the prior written consent of Shareholder Representative, which may be withheld for any reason, Buyer shall (A) not contact any suppliers to, or customers of, the CompanyCompany with respect to their relationship with the Company or any other matter related to this Agreement or the transactions contemplated hereby, and Buyer shall or (B) have no right to perform invasive or subsurface investigations of any of the Real Property. Buyer shall, in each caseand shall cause its Representatives to, without abide by the prior written consent terms of the Sellers, which consent shall not be unreasonably withheld, delayed Confidentiality Agreement with respect to any access or conditionedinformation provided pursuant to this Section 5.02.

Access to Information. (a) From the date hereof of this Agreement until the Closing, the Sellers shall, and Seller shall cause the Company to: Companies and their respective Representatives to (ai) afford Buyer the Purchaser and its Representatives access to and the right to inspect all of the Company’s Real Propertyreasonable access, properties, assets, premises, books and records, contracts, agreements and other documents and data related subject to the Company Parties; (b) furnish Buyer Confidentiality Agreement and its Representatives with such financial, operating and other data and information related applicable Laws relating to the sharing of information, to the business, management, personnel, offices and properties of each Company Parties as Buyer or any and on the Seller’s premises the Books and Records of its Representatives may reasonably request; each Company and (cii) instruct make available to the Representatives of Sellers the Purchaser, on the Seller’s premises, such additional financial and operating data and other information regarding the Company Companies (or copies thereof) as the Purchaser may from time to cooperate fully with Buyer in its investigation of the Companytime reasonably request; provided, however, that that: (A) any such investigation access or availability shall be conducted with provided at the Purchaser’s expense, during normal business hours upon reasonable advance notice to the Sellers’ RepresentativeSeller, under the supervision of Sellers’ designated the Seller’s personnel and in such a manner as not to unreasonably interfere with the normal operations of the Company. All Companies; (B) all requests by Buyer the Purchaser for access or availability pursuant to this Section 7.2 5.02 shall be submitted or directed exclusively to an individual to be designated by the Sellers’ Representative Seller; and (C) the Seller and the Companies shall not be required to create or such other individuals as cause to be created any Books and Records or reports based thereon that they do not maintain or prepare in the Sellers may designate in writing from time to timeordinary course of their business. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties Seller shall not be required to disclose any information to Buyer the Purchaser if such disclosure would be reasonably likely to: would, in the Seller’s reasonable judgment, based upon advice of counsel, (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize any attorney-client privilege; or other legal privilege or (iiiii) contravene any applicable Law, fiduciary duty Law or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding . (b) Subject to the foregoingSeller’s and the Purchaser’s obligations under the Indemnity Agreement, in order to facilitate the resolution of any claims made against or incurred by the Seller relating to the Companies and their respective businesses, for a period of seven years after the Closing, the Purchaser shall (i) retain the Books and Records relating to the Companies relating to periods prior to the Closing, Buyer and (ii) upon reasonable advance notice, afford the Representatives of the Seller reasonable access (including the right to make, at the Seller’s expense, photocopies), during normal business hours, to such Books and Records. (c) Subject to the Seller’s and the Purchaser’s obligations under the Indemnity Agreement, in order to facilitate the resolution of any claims made against or incurred by the Purchaser or the Companies, for a period of seven years after the Closing, the Seller shall (i) retain the Books and Records relating to periods prior to the Closing which shall not contact any suppliers otherwise have been delivered to the Purchaser or the Companies, and (ii) upon reasonable advance notice, afford the Representatives of the Purchaser reasonable access (including the right to make, at the Purchaser’s expense, photocopies), during normal business hours, to such Books and Records. (d) Following the Closing, for purposes of satisfying the Seller’s periodic reporting requirements under the Exchange Act and the rules promulgated thereunder, the Purchaser, shall use commercially reasonable efforts, to, or customers ofand to cause the Companies and their respective Representatives to, (i) afford the Seller and its authorized Representatives access, subject to applicable Laws and contractual obligations with third parties, to the offices, properties and Books and Records of each Company, and Buyer shall have no right (ii) furnish to perform invasive or subsurface investigations of any the Representatives of the Real PropertySeller such additional financial and operating data and other information regarding the Companies (or copies thereof) as the Seller may from time to time reasonably request and (iii) in the event the Closing Date occurs in September 2006, provide the financial and operating data set forth, and in accordance with the procedures, in each caseExhibit 5.02(d)(iii); provided, without however, that any such access or furnishing of information shall be conducted or provided at the prior written consent Seller’s expense, during normal business hours upon reasonable advance notice to the Purchaser, under the supervision of the Sellers, which consent shall Purchaser’s personnel and in such a manner as not be unreasonably withheld, delayed or conditionedto interfere with the normal operations of the Companies.

Access to Information. From the date hereof until the Closing(a) Upon reasonable notice, the Sellers Company shall, and shall cause its Subsidiaries to, afford to the officers, directors, accountants, counsel, investment bankers, financial advisors, consultants and other representatives of the Purchasers (collectively, the “Purchaser Personnel”) reasonable access, during normal business hours throughout the period prior to the Effective Time, to all of its properties, books, contracts, commitments and records, including, but not limited to, Tax Returns, but excluding any information concerning the private auction, bids from interested buyers and deliberations preceding and in connection with the execution of this Agreement, and, during such period, the Company shall, and shall cause its Subsidiaries to: , furnish promptly to the Purchaser Personnel all information concerning itself, its Subsidiaries, directors, officers and shareholders and such matters as may be reasonably requested by the Purchasers in connection with any filings, applications or approvals required or contemplated by this Agreement. All such information and access shall be subject to the terms and conditions of the letter agreement dated as of December 15, 1998, among the Purchasers and Company (athe “Confidentiality Agreement”). (b) afford Buyer and its Representatives access In the event that any of the Purchaser Personnel desires to and the right to formally inspect all any of the Company’s Real Propertyrestaurants, properties, assets, premises, books and records, contracts, agreements and other documents and data related such Purchaser Personnel shall provide reasonable prior notice (which may be oral) to the Company Parties; (b) furnish Buyer of such desire and its Representatives shall reasonably cooperate with such financial, operating and other data and information related to the Company Parties in making such inspections and tours so as Buyer or any to minimize the disruptive effect thereof on the operations of its Representatives may reasonably request; and the affected restaurants. (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer The Purchaser Personnel shall not contact any or hold discussions with customers, suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any non-management employees of the Real Property, in each case, Company without the prior written consent of the SellersCompany, which consent shall not be unreasonably withheld. (d) The Company shall use reasonable efforts to obtain all other authorizations and consents necessary to consummate the Transactions contemplated by this Agreement and to meet all other conditions to the Purchasers’ obligations to consummate the Merger, delayed or conditionedunless otherwise specifically agreed to by the parties hereto.

Access to Information. From (a) Between the date hereof until of this Agreement and the ClosingClosing Date, the Sellers Company shall, and shall cause the Company to: (a) afford Buyer each of its Subsidiaries and its Representatives access to and the right to inspect all each of the Company’s Real Property's and Subsidiaries' officers, employees and agents to, give Parent and MergerCo and their representatives reasonable access upon reasonable notice and during times mutually convenient to Parent and MergerCo and senior management of the Company to the facilities, properties, assets, premisesemployees, books and recordsrecords of the Company and its Subsidiaries as from time to time may be reasonably requested. (b) Any such investigation by Parent or MergerCo shall not unreasonably interfere with any of the businesses or operations of the Company and its Subsidiaries. Neither Parent nor MergerCo shall, contractsprior to the Closing Date, agreements and other documents and data related have any contact whatsoever with respect to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct Subsidiaries or with respect to the Representatives transactions contemplated by this Agreement with any partner, lender, lessor, vendor, supplier, employee or consultant of Sellers and the Company to cooperate fully or any of its Subsidiaries, except in consultation with Buyer in its investigation the Company and then only with the express prior approval of the Company; provided, however, that any such investigation which approval shall not be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to unreasonably interfere with the normal operations of the Companywithheld. All requests by Buyer Parent or MergerCo for access pursuant to this Section 7.2 or information shall be submitted or directed exclusively to an individual or individuals to be designated by the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeCompany. Notwithstanding anything to the contrary in this Agreement, neither the Sellers Neither Parent nor the Company Parties MergerCo shall be required permitted to disclose conduct any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene invasive tests on any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoing, prior to the Closing, Buyer shall not contact any suppliers to, or customers of, the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of the Leased Real Property, in each case, Property without the prior written consent of the SellersCompany, which consent shall will not be unreasonably withheldwithheld with respect to any testing recommended in writing by counsel to Parent with respect to an environmental matter discovered after the date of this Agreement that is not disclosed in the Schedules hereto or was not available in the IntraLinks data room or otherwise provided to Parent or its counsel prior to the execution of this Agreement; provided, delayed or conditionedhowever, that the Parent may conduct indoor air testing for benzene levels at the Company's Calabasas, CA facility following reasonable prior written notice to the Company.

Access to Information. From (a) Subject to Section 7.1(b) below, during the date hereof until the ClosingPre-Closing Period, the Sellers Companies shall, and shall cause the Company each of their Subsidiaries and each of their and their Subsidiaries’ officers, Key Employees and agents to: (a) afford Buyer , give Buyers and its Representatives access their representatives reasonable access, upon reasonable notice and during times mutually convenient to Buyers and the right to inspect all senior management of the Company’s Real PropertyCompanies and their Subsidiaries, to the facilities, properties, assets, premisesemployees, books and records, contracts, agreements and other documents and data related to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation records of the CompanyCompanies and their Subsidiaries as from time to time may be reasonably requested in writing; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as same does not to (i) unduly disrupt or unreasonably interfere with the normal operations conduct of the CompanyCompanies’ and the Subsidiaries’ business, (ii) violate any Law, fiduciary duty, Order, contract or permit applicable to the Companies or any Subsidiary (provided that the Companies’ and their Subsidiaries’ shall use their commercially reasonable efforts to work in good faith with Buyers to determine a manner of providing such information or access in a manner that would not violate such Law, duty, Order, contract or permit) or (iii) jeopardize any attorney-client or other legal privilege. The information provided pursuant to this Section 7.1(a) shall be subject to existing confidentiality and non-disclosure obligations of Buyers and their Affiliates (including the Confidentiality Agreement). (b) Buyers shall not, prior to the Closing Date, have any contact whatsoever with respect to any Company or any of their Subsidiaries or with respect to the transactions contemplated by this Agreement with any partner, lender, lessor, vendor, customer, supplier, employee or consultant of any Company or any of their Subsidiaries, except in consultation with such Company or such Subsidiary and then only with the express prior approval of such Company or such Subsidiary, which approval shall not be unreasonably withheld; provided that, notwithstanding the foregoing, (i) senior management of Buyers shall be entitled to contact employees of the Companies and their Subsidiaries regarding retention and other compensation arrangements, upon informing the Companies of their desire to do so and (ii) within five (5) Business Days of the anticipated Closing Date, Buyers may contact employees of any Company or Subsidiary thereof in connection with transition planning and related matters after consulting in good faith with senior management of the Companies as to the content of such communications. All requests by Buyer Buyers for access pursuant to this Section 7.2 or information shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to timeRepresentative. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Agreement. Notwithstanding the foregoingherein, prior to the ClosingClosing Date, Buyer Buyers shall not contact any suppliers to, or customers of, have the Company, and Buyer shall have no right to perform invasive conduct any environmental testing, sampling or subsurface investigations of analysis at, on, under or from any of the Leased Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.

Access to Information. From the date hereof until the Closing, the Sellers shall, and shall cause the Company to: (a) Upon reasonable notice and subject to applicable laws relating to the exchange of information, the Company shall afford to the officers, employees, accountants, counsel and other representatives of the Buyer, access, during normal business hours during the period prior to the Effective Time, to all its properties, books, contracts, commitments and records and, during such period, the Company shall make available to the Buyer all other information concerning its business, properties and its Representatives personnel as the Buyer may reasonably request (other than information which the Company is not permitted to disclose under applicable law). Xxxxx will cooperate with the Company to establish a regular information dissemination process designed to minimize disruption to the Company's ongoing operations. The Company shall not be required to provide access to and or to disclose information where such access or disclosure would violate or prejudice the right to inspect all rights of the Company’s Real Property's customers, properties, assets, premises, books and records, contracts, agreements and other documents and data related to jeopardize the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company Parties as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that any such investigation shall be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel 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 7.2 shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall be required to disclose any information to Buyer if such disclosure would be reasonably likely to: (i) cause significant competitive harm to the Company Parties or the Company Business if the transactions contemplated by this Agreement are not consummated, provided that disclosure of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; privilege of the institution in possession or (iii) control of such information or contravene any applicable Lawlaw, rule, regulation, order, judgment, decree, fiduciary duty or Contract binding agreement entered into prior to the date of this Agreement. Notwithstanding The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the foregoingrestrictions of the preceding sentence apply. (b) All information furnished by the Company to the Buyer or its representatives pursuant hereto shall be treated as the sole property of the Company and, if the Merger shall not occur, the Buyer and its representatives shall return to the Company or destroy all of such written information and all documents, notes, summaries or other materials containing, reflecting or referring to, or derived from, such information. The Buyer shall, and shall use its reasonable efforts to cause its representatives to, keep confidential all such information, and shall not directly or indirectly use such information for any competitive or other commercial purpose. The obligation to keep such information confidential shall continue from the date the proposed Merger is abandoned and shall not apply to (i) any information which (x) was already in the Buyer's possession prior to the Closingdisclosure thereof by the Company; (y) was then generally known to the public; or (z) was disclosed to the Buyer by a third party not bound by an obligation of confidentiality or (ii) disclosures made as required by law. It is further agreed that, if in the absence of a protective order or the receipt of a waiver hereunder the Buyer shall not contact is nonetheless, in the opinion of its counsel, compelled to disclose information concerning the Company to any suppliers to, tribunal or customers ofgovernmental body or agency or else stand liable for contempt or suffer other censure or penalty, the Company, and Buyer shall have no right may disclose such information to perform invasive such tribunal or subsurface investigations of governmental body or agency without liability hereunder. (c) No investigation by any of the Real Property, in each case, without parties or their respective representatives shall affect the prior written consent representations and warranties of the Sellers, which consent shall not be unreasonably withheld, delayed other set forth herein or conditionedany condition to the obligations of the parties hereto.

Access to Information. From Insofar as related to the date hereof until Properties or the Closingownership, lease or operation thereof, from the Execution Date to the Defect Notice Date, the Sellers shall, and shall cause Seller will give to the Company to: (a) afford Buyer and its Representatives to the Buyer’s agents and representatives, reasonable access to and the right to inspect all of the CompanyRecords of the Seller (in an industry standard or already existing electronic format, to the extent available) and the Seller will cause its officers and employees to furnish to the Buyer and to the Buyer’s Real Property, properties, assets, premises, books agents and records, contracts, agreements representatives such operating data and other documents and data related information with respect to the Company Parties; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to Properties as the Company Parties as Buyer or any of its Representatives may the Buyer’s agents and representatives may, from time to time, reasonably request; and (c) instruct the Representatives of Sellers and the Company to cooperate fully with Buyer in its investigation of the Company; provided, however, that (a) any such investigation shall will be conducted with reasonable advance notice to the Sellers’ Representative, under the supervision of Sellers’ designated personnel and in such a manner as not to interfere unreasonably interfere with the normal operations operation of the Company. All requests by Buyer for access pursuant to this Section 7.2 business of the Seller, and (b) the Seller shall be submitted or directed exclusively to the Sellers’ Representative or such other individuals as the Sellers may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Sellers nor the Company Parties shall not be required to disclose provide any of the foregoing information to the extent that the Seller is prohibited by any Third Party agreement from sharing such information with the Buyer, and for which no consent to share such information with the Buyer if such disclosure would be reasonably likely to: is obtained following reasonable efforts to obtain (i) cause significant competitive harm at no cost to the Company Parties Seller) such consent; provided that the Seller shall notify the Buyer of the general type of information that the Seller is unable to provide as a result of its inability to obtain any such consent and shall use its commercially reasonable efforts to obtain customary waivers of confidentiality. Until Closing, subject to the Confidentiality Agreement, all information or data provided or made available by the Company Business if Seller shall be held by the Buyer as confidential information or data and the Buyer shall not use any of the same except in connection with the transactions contemplated by set forth in this Agreement are not consummated, provided that disclosure in accordance with the terms of the Transaction and the Company Business after Closing shall be deemed not to cause competitive harm; (ii) jeopardize attorney-client privilege; or (iii) contravene any applicable Law, fiduciary duty or Contract entered into prior to the date of this Confidentiality Agreement. Notwithstanding In the foregoing, event this Agreement is terminated prior to the Closing, the Buyer shall not contact any suppliers toreturn to the Seller (or, or customers at the Buyer’s election, certify the destruction of, ) all copies of all such information and data to the Company, and Buyer shall have no right to perform invasive or subsurface investigations of any of extent required by the Real Property, in each case, without the prior written consent of the Sellers, which consent shall not be unreasonably withheld, delayed or conditionedConfidentiality Agreement.