Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementClosing Date, each of Hippo and Rhino shall the Seller will (i) give to the other party, Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesall books, propertiesrecords, books offices and records other facilities and properties of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may beBusiness, (ii) permit the Buyer to make such inspections thereof, during regular business hours upon at least five business days notice, as the Buyer may reasonably request and (iii) cause its officers to furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request; provided, however, that any such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderBusiness. (b) From Seller will furnish to Buyer (1) as soon as available, and in any event within ten (10) days after it is prepared, a copy of any report prepared from the date hereof until through the Effective Time Closing Date by Seller for submission to its board of directors or earlier termination to management of the Publications relating to any material adverse effect on the Business or on the transactions contemplated hereby arising from or related to a change in general economic conditions; and (2) as soon as available, and in any event within ten (10) days after it is prepared, monthly unaudited balance sheets and income statements for the Publications. Each of the financial statements delivered pursuant to this Section 5.2(b) will be prepared consistent with Seller's accounting practices. (c) Between the date of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality Closing Date, the Buyer will hold and will cause its officers, directors, employees, representatives, consultants and advisors to hold in strict confidence in accordance with the terms of the Nondisclosure Agreement between the Seller and the Buyer (the "Nondisclosure Agreement"), Hippo shallall documents and information furnished to the Buyer by the Seller, no later than MTI, the 25th day Parent or any of each calendar monththeir representatives, provide Rhino consultants or advisors in connection with such unaudited financial statements the transactions contemplated by this Agreement. (which will be derived from and be consistent with d) The Buyer agrees to hold all of the books and records of HippoRx the Business existing on the Closing Date and its Subsidiariesnot to destroy or dispose of any thereof for a period of seven (7) years from the Closing Date or such longer time as may be required by law and at any time thereafter prior to destroying or disposing of any such records to notify the Seller and the Parent and afford them the opportunity to take or to make copies of any such books and records, and following the Closing Date to afford to the Seller, MTI, the Parent, their accountants and counsel, during normal business hours upon reasonable request, at any time, full access to the books, records and other data of the Hippo Institutional Pharmacy Business as are provided and to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day employees of the immediately preceding calendar month. Business to the extent that such access may be requested for any legitimate purpose at no cost to the Seller, MTI or the Parent (c) From other than for reasonable out-of-pocket expenses of the date hereof until the Effective Time or earlier termination of this AgreementBuyer); provided, and subject however, that any such investigation shall be conducted in such a manner as not to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent unreasonably interfere with the books and records of RhinoRx and its Subsidiaries) operation of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthBuyer.

Access to Information. (a) From the date hereof until Agreement Date through the Effective Time or earlier termination of this AgreementClosing Date, and but subject to Applicable Law and any rights of third Persons, upon reasonable notice, the Clean Team Confidentiality Agreement, each of Hippo and Rhino WP Partners shall (i) give to afford the other partyofficers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of Xxxxxxx reasonable access during normal business hours to the offices, properties, books properties and records Books and Records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, WP Entities and (ii) furnish to the other partyofficers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of Xxxxxxx such additional financial and operating data and other information regarding the assets, properties and Liabilities of the WP Entities and the WP Business (or legible copies thereof) as Xxxxxxx may from time to time reasonably request; PROVIDED, HOWEVER, that such Persons investigation shall not unreasonably interfere with any of the businesses or operations of the WP Partners or the WP Entities. Without limiting the generality of the foregoing, the WP Partners shall cooperate fully with Xxxxxxx'x investigation of such assets, properties and Liabilities and the WP Business and provide copies of such documents in its possession as Xxxxxxx may reasonably request to confirm the title to any and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with all properties or assets owned or leased by the other party in its investigationWP Entities. Any investigation pursuant to this Section 11.05 No WP Partners Indemnified Party shall be conducted in such manner as not to interfere unreasonably with the conduct responsible for any bodily injury suffered by any of the business officers, employees or authorized agents and representatives of Xxxxxxx conducting any investigation of the other partyWP Entities' assets and properties. No information or knowledge obtained in any investigation pursuant to this Section 11.05 by Xxxxxxx shall affect or be deemed to modify any representation or warranty made by any party hereunderthe representations and warranties of the WP Partners. (b) From the date hereof until Agreement Date through the Effective Time or earlier termination of this AgreementClosing Date, and but subject to Applicable Law any rights of third Persons, upon reasonable notice, Xxxxxxx shall (i) afford the officers, employees and authorized agents and representatives of the WP Partners reasonable access during normal business hours to the offices, properties and Books and Records of Xxxxxxx and (ii) furnish to the officers, employees and authorized agents and representatives of the WP Entities such additional financial and operating data and other information regarding the assets, properties and Liabilities of Xxxxxxx and the Clean Team Confidentiality AgreementXxxxxxx Business (or legible copies thereof) as the WP Partners may from time to time reasonably request; PROVIDED, Hippo shallHOWEVER, no later than that such investigation shall not unreasonably interfere with any of the 25th day businesses or operations of each calendar monthXxxxxxx. Without limiting the generality of the foregoing, provide Rhino with such unaudited financial statements (which will be derived from and be consistent Xxxxxxx shall cooperate fully with the books WP Partners' investigation of such assets, properties and records Liabilities and the Xxxxxxx Business and provide copies of HippoRx such documents in its possession as the WP Partners may reasonably request to confirm the title to any and its Subsidiaries) all properties or assets owned or leased by Xxxxxxx. No Xxxxxxx Indemnified Party shall be responsible for any bodily injury suffered by any of the Hippo Institutional Pharmacy Business as are provided to officers, employees or authorized agents and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day representatives of the immediately preceding calendar monthWP Partners conducting any investigation of Xxxxxxx'x assets and properties. No investigation by the WP Partners shall affect the representations and warranties of Xxxxxxx. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From GST and Seller shall cause the date hereof until the Effective Time or earlier termination of this AgreementCompany to afford to Buyer and, and subject on a need to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other partyknow basis, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employeesaccountants, counsel, financial advisors, auditors advisors and other authorized representatives (the "Buyer Representatives") full access during normal business hours throughout the period prior to cooperate the Closing Date to all of its properties, books, contracts, commitments and records (including, but not limited to, tax returns) and, during such period, shall furnish promptly to the Buyer or Buyer Representatives (i) a copy of each report, schedule and other document filed by it with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on its businesses, and (ii) such other party in its investigation. Any information concerning the Company's business as Buyer shall reasonably request; provided that no investigation pursuant to this Section 11.05 4.1 shall be conducted amend or modify any representations or warranties made herein or the conditions to the obligations of the respective parties to consummate the transactions contemplated hereby. Buyer shall treat, and shall cause the Buyer Representatives to treat, all such materials and information in such manner as not to interfere unreasonably accordance with the conduct terms and conditions of that certain Mutual Non-Disclosure Agreement dated December , 1997 between Buyer and GST (the "Non-Disclosure Agreement"). (b) Buyer shall afford GST and Seller and, on a need to know basis, their respective accountants, counsel, financial advisors and other representatives (the "Seller Representatives") full access during normal business hours throughout the period prior to the Closing Date to all of the respective properties, books, contracts, commitments and records (including, but not limited to, tax returns) of Buyer and its subsidiaries and, during such period, shall furnish promptly to GST and Seller or the Seller Representatives (i) a copy of each report, schedule and other document filed by any of them with the SEC in connection with the transactions contemplated by this Agreement or that may have a material effect on their respective businesses, and (ii) such other information concerning Buyer's business of the other party. No information or knowledge obtained in any as GST and Seller shall reasonably request; provided that no investigation pursuant to this Section 11.05 4.1 shall affect amend or be deemed to modify any representation representations or warranty warranties made by any party hereunder. (b) From herein or the date hereof until conditions to the Effective Time or earlier termination obligations of this Agreementthe respective parties to consummate the transactions contemplated hereby. Seller and GST shall treat, and subject shall cause the Seller Representative to Applicable Law treat, all such materials and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent information in accordance with the books terms and records of HippoRx and its Subsidiaries) conditions of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthNon-Disclosure Agreement. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementUpon reasonable notice, each of Hippo the Company and Rhino Parent shall (i) give permit, and shall cause each of their respective Subsidiaries to permit, the other party and its representatives, reasonable access to the other party’s respective properties and facilities, its counselplans, financial advisorsspecifications and blueprints for such properties and facilities, auditors and other authorized representatives reasonable access the vendors or contractors serving such properties and facilities, and shall disclose and make available to the officesother party and its representatives all books, papers and records relating to its and its Subsidiaries’ assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (including the general ledger), Tax records, minute books of directors' and records shareholders' meetings (excluding information related to the Merger and the Bank Merger), organizational documents, by-laws, material contracts and agreements, filings with any regulatory authority (subject to regulatory confidentiality requirements), accountants' work papers, litigation files, plans affecting employees, and any other business activities or prospects in which Parent and its representatives may have a reasonable interest. However, each of the business of the HippoRx Group Company and Parent shall not be required to provide access to or the business of the RhinoRx Group, as the case may be, (ii) furnish to disclose information to the other partyparty where such access or disclosure would violate or prejudice the rights of any customer, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigationwould contravene any Law or Order or would waive any privilege. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct Each of the business Company and Parent will use commercially reasonable efforts to obtain waivers of any such restriction (other than waivers of the other party. No information or knowledge obtained attorney-client privilege) and in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderevent make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From During the period from the date hereof until of this Agreement to the Effective Time Time, the Company will cause one or earlier termination more of this Agreementits designated representatives to confer with representatives of Parent on a monthly or more frequent basis regarding its consolidated business, operations, properties, assets and subject financial condition and matters relating to Applicable Law and the Clean Team Confidentiality Agreementcompletion of the transactions contemplated herein. On a monthly basis, Hippo shall, the Company will deliver to Parent its internally prepared consolidated income statements no later than 20 days after the 25th day close of each calendar month. As soon as reasonably available, provide Rhino with such unaudited but in no event more than 45 days after the end of each fiscal quarter (other than the last fiscal quarter of each fiscal year), the Company will deliver to Parent its consolidated quarterly financial statements statements. As soon as reasonably available, but in no event more than 90 days after the end of each calendar year (which will be derived from and be consistent commencing with the books and records of HippoRx and year ended December 31, 2024), the Company will deliver to Parent its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthconsolidated annual financial statements. (c) From During the period from the date hereof until of this Agreement to the Effective Time Time, the Company will, upon reasonable prior notice from Parent, provide reasonable access to Parent and its representatives to the employees of Company, as requested by Parent and its representatives, to facilitate the integration process, including, but not limited, for training of such employees on Parent’s procedures and systems, and to provide information to such employees; provided, however that such access shall not unreasonable disrupt the operations of the Company or earlier termination the Company’s Bank. (d) All information furnished pursuant to Section 6.02(a) and Section 6.02(b) of this AgreementAgreement shall be subject to, and subject to Applicable Law each of the Company and Parent shall hold all such information in confidence in accordance with, the Clean Team provisions of the Confidentiality Agreement. (e) No investigation by either of the Parties or their respective representatives shall affect the representations, Rhino shallwarranties, covenants or agreements of the other set forth herein. (f) As soon as reasonably available, but in no later event more than forty-five (45) days after the 25th day end of each calendar monthfiscal quarter ending after the date of this Agreement and prior to the Effective Time, provide Hippo with such unaudited financial statements (which Company will be derived from and be consistent deliver to the Parent Company’s Bank’s call reports filed with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthOCC.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, The Company shall afford to PalEx and subject to Applicable Law Subsidiary and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employeestheir accountants, counsel, financial advisors, auditors advisors and other authorized representatives (the "PALEX REPRESENTATIVES") and PalEx and Subsidiary shall afford to cooperate with the Company and its accountants, counsel, financial advisors and other party in its investigation. Any investigation pursuant representatives (the "COMPANY REPRESENTATIVES") full access during normal business hours throughout the period prior to this Section 11.05 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 be conducted in such manner as not furnish promptly to interfere unreasonably with the conduct of the business of one another all due diligence information requested by the other party. No 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 Representatives to hold, in strict confidence all non-public information furnished to it in connection with the transactions contemplated by this Agreement, except that each of PalEx, Subsidiary and the Company may disclose any information that it is required by law or knowledge obtained in any investigation pursuant judicial or administrative order to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderdisclose. (b) From In the date hereof until event that this Agreement is terminated in accordance with its terms, each party shall promptly redeliver to the Effective Time other all non-public written material provided pursuant to this Section 7.1 and shall not retain any copies, extracts or earlier termination other reproductions of this Agreementsuch 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 destroyed (and PalEx, Subsidiary and the Company shall use their respective reasonable best efforts to cause their advisors and representatives to similarly destroy their documents, memoranda and notes), and subject to Applicable Law such destruction (and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with reasonable best efforts) shall be certified in writing by an authorized officer supervising such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthdestruction. (c) From The Company shall promptly advise PalEx in writing of any change or the occurrence of any event after the date hereof until the Effective Time or earlier termination of this AgreementAgreement having, and subject to Applicable Law and or which, insofar as can reasonably be foreseen, in the Clean Team Confidentiality Agreementfuture may have, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthany Company Material Adverse Effect.

Access to Information. (a) From the date hereof Closing Date until six (6) months after the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementAgreement in accordance with Section 6.1, each of Hippo the Issuer, the Transferor and Rhino shall the Servicer, as applicable, will, at any time and from time to time during regular business hours, on at least five (i5) give Business Days (or if an Early Redemption Event has occurred, one Business Day) notice to the other partyIssuer, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group Transferor or the business of the RhinoRx GroupServicer, as the case may be, permit the Agent on behalf of the Investors, or their agents or representatives (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Issuer, the Transferor or the Servicer, as the case may be, relating to the Receivables (other than names of account holders and Proprietary Information, including strategic plans for the Servicer’s credit card business), including the forms of Credit Card Agreements under which such Receivables arise, (ii) furnish to engage a third-party to perform a loan to file review of the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request Receivables and (iii) to visit the offices and properties of the Issuer, the Transferor or the Servicer, as applicable, for the purpose of examining such materials described in clause (i) above and observing and discussing collection practices and business and financial prospects generally. Unless an Early Redemption Event has occurred, the Agent and the Investors shall be limited to one visit per year, which visit shall be at the Issuer’s, the Transferor’s or the Servicer’s, as applicable, reasonable cost and expense (and otherwise at the expense of the Investors), in no event to exceed Twenty-Five Thousand and No/100 Dollar ($25,000.00) per annum in the aggregate when combined with any reimbursement amounts due and payable by the Transferor pursuant to Section 2.3(c), unless a first examination indicates material deficiencies and an additional visit is required, in the sole discretion of the Agent; provided, however, any visits following the termination of this Agreement shall be at the expense of the Agent. In addition, each of the Issuer, the Transferor and the Servicer, as applicable, will, instruct its employees, counsel, independent accountants and financial advisors, auditors and other authorized representatives advisors to cooperate with the other party Agent and its agents and representatives in its investigation. Any their investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with 4.2(d). Any information obtained by the conduct of Agent and the business of the other party. No information or knowledge obtained in any investigation Investors pursuant to this Section 11.05 4.2(d) shall affect or be deemed to modify any representation or warranty made held in confidence by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Agent and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent Investors in accordance with the books and records provisions of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthSection 6.9 hereof. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From During the Interim Period the Vendors agree that the Purchaser shall be entitled, through its officers, employees and representatives (including, without limitation, its legal advisors and accountants), to make such investigation of the properties, businesses and operations of the Vendors relating to the Business and such examination of the books, records and financial condition of the Vendors relating to the Business as it reasonably requests and, at the Purchaser’s cost, to make extracts and copies of such books and records. Purchaser shall use its best efforts to conduct any such investigation and examination upon twenty-four (24) hours written notice to the Vendors, and during regular business hours and under reasonable circumstances, and the Vendors shall cooperate, fully therein. No investigation by the Purchaser prior to or after the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino Agreement shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records diminish or obviate any of the business representations, warranties, covenants or agreements of the HippoRx Group Vendors or the business of the RhinoRx Vendor Group, contained in this Agreement or the Transaction Documents. In order that the Purchaser may have full opportunity to make such physical, business, accounting and legal review, examination or investigation as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons it may reasonably request and (iii) instruct its of the affairs of the Vendors relating to the Business, the Vendors shall cause the officers, employees, counselconsultants, financial advisorsagents, auditors accountants, lawyers and other authorized representatives of the Vendors to cooperate fully with the other party such representatives in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in connection with such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderPurchaser review and examination. (b) From Prior to and up to and including the date hereof until Closing, the Effective Time or earlier termination Vendors shall disclose to the Purchaser the personal information of this Agreementindividuals, and subject including the personal information of employees of the Vendors, provided however: (i) the personal information disclosed shall only be that which relates to Applicable Law the transactions contemplated hereby and the Clean Team Confidentiality Agreement, Hippo shall, no later than Purchaser shall only use and disclose that personal information for such purposes; and (ii) the 25th day personal information disclosed shall be that which is needed in support of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from the Purchaser’s due diligence and be consistent shall not omit any material fact and the Purchaser shall only use and disclose that personal information as needed for the purposes of the Purchaser determining whether to proceed with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthtransaction contemplated hereby. (c) From In the date hereof until event the Effective Time or earlier termination of this Agreementtransactions contemplated hereby are not completed, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino Purchaser shall, no later than in respect of all personal information collected pursuant to this Section and which remains in its custody or under its control, either destroy that personal information or return it to the 25th day of each calendar monthVendors, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with at the books and records of RhinoRx and its Subsidiaries) direction of the Rhino Institutional Pharmacy Business as Vendors. (d) In the event that the transactions contemplated hereby are provided to and completed, the personal information of employees received from the Vendors shall only be used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day Purchaser in respect of the immediately preceding calendar month.employment relationship between the employees and Purchaser:

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing Date, upon reasonable notice, the Sellers shall, and subject to Applicable Law shall cause each Acquired Company and the Clean Team Confidentiality Agreement, each of Hippo their respective officers, directors, employees, representatives, attorneys, auditors and Rhino shall authorized agents to, (i) give afford the officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, other partyfacilities, its books and records of the Acquired Companies and to those officers, directors, employees, representatives, counsel, financial advisors, auditors and agents of the Acquired Companies who have material knowledge pertaining to the Properties or the Acquired Companies including, without limitation, access to enter upon and investigate the Properties or the Acquired Companies, and (ii) furnish to the officers, directors, employees and authorized agents, auditors, attorneys and representatives of the Buyer such additional financial and operating data and other information regarding the Acquired Companies as the Buyer may from time to time reasonably request; provided, however, that (A) such investigation shall not unreasonably interfere with any of the businesses or operations of the Acquired Companies, (B) the Buyer shall not, prior to the Closing Date, have any contact whatsoever with respect to the Acquired Companies or with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, vendor or supplier of the Acquired Companies, except in consultation with the Sellers and then only with the express prior approval of the Sellers, which approval shall not be unreasonably withheld or delayed, and (C) all requests by the Buyer for access or information pursuant to this Section 4.3(a) shall be submitted or directed exclusively to an individual or individuals to be designated by the Sellers. The Buyer shall not be permitted to conduct any invasive tests on any Property without the Sellers' and the applicable Acquired Company's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer agrees to indemnify the Sellers from and against any and all Losses (as hereinafter defined) suffered by the Sellers as a result of any actions taken by the Buyer with respect to the investigations and inspections contemplated hereby (excluding any Losses associated with any pre-existing Environmental Conditions discovered or identified as a result of the exercise of Buyer's rights under Section 4.12 below). (b) During the preparation, review and dispute resolution time periods contemplated by Section 1.3, upon reasonable notice, the Buyer shall, and shall cause each Acquired Company (or any successor thereto) and each of their respective officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) afford the officers, directors, employees, auditors, attorneys, authorized agents and representatives of the Sellers reasonable access access, during normal business hours, to the offices, properties, books and records of the business Acquired Companies (or any successor or successors thereto), (ii) furnish to the officers, directors, employees, auditors, attorneys, authorized agents and representatives of the HippoRx Group Sellers such additional financial and operating data and other information regarding the Acquired Companies (or any successor or successors thereto) as the Sellers may from time to time reasonably request to perform its obligations, or avail itself of its rights, contained, in each case, in Section 1.3 hereof; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Acquired Companies (or any successor or successors thereto). (c) In order to facilitate the resolution of any claims made by or against or incurred by the Buyer of the Acquired Companies after the Closing or for any other reasonable purpose, for a period of seven (7) years following the Closing, the Sellers shall (i) retain the books and records of the Sellers which relate to the Acquired Companies and their operations for periods prior to the Closing and which shall not otherwise have been delivered to the Buyer or the business Acquired Companies and (ii) upon reasonable notice, afford the officers, directors, employees, authorized agents, auditors, attorneys and representatives of the RhinoRx GroupBuyer and Acquired Companies reasonable access (including the right to make photocopies, at the expense of the Buyer or the Acquired Companies), during normal business hours, following reasonable notice thereof, to such books and records. (d) In order to facilitate the resolution of any claims made by or against or incurred by the Sellers after the Closing in respect of their ownership of the Acquired Companies or for any other reasonable purpose, for a period of seven (7) years following the Closing, the Buyer shall, and shall cause the Acquired Companies to, (i) retain the books and records of the Buyer or the Acquired Companies, as the case may be, and their operations for periods prior to the Closing and which shall not otherwise have been retained by the Sellers and (ii) furnish to upon reasonable notice, afford the other partyofficers, its counseldirectors, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counselauthorized agents, financial advisorsauditors, auditors attorneys and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business Sellers reasonable access (including the right to make photocopies, at the expense of the other party. No information or knowledge obtained in any investigation pursuant Sellers), during normal business hours, following reasonable notice thereof, to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrecords. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Subject to applicable Laws relating to the exchange of information, during the period from the date hereof of this Agreement and continuing until the Effective Time or earlier of the termination of this AgreementAgreement pursuant to ARTICLE VII and the Closing Date, Visant shall, and subject to Applicable Law shall cause Xxx Xxxxxxxx and the Clean Team Confidentiality AgreementTransferred Subsidiaries to, each in such manner as will not unreasonably interfere with the conduct of Hippo and Rhino shall their respective businesses, (i) give to the other party, Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access access, upon reasonable notice during normal business hours, to the officesall books, propertiesrecords, books Business Contracts, personnel and records properties utilized by Xxx Xxxxxxxx or any of the business of the HippoRx Group Transferred Subsidiaries or the business of the RhinoRx Group, as the case may beBusiness, (ii) furnish to the other party, permit Buyer and its counsel, financial advisors, auditors and other authorized representatives to make such reasonable inspections thereof as Buyer may request (such inspections may include internal Buyer environmental inspections, but shall not include any Phase I or Phase II inspections or any environmental assessment that involves sampling or invasive testing) and (iii) cause its personnel and auditors to furnish Buyer and its authorized representatives with such financial and operating data and other information with respect to Xxx Xxxxxxxx and the Transferred Subsidiaries, the Business and the properties and assets (including, with respect to Xxx Xxxxxxxx and the Transferred Subsidiaries, the working papers of its auditors) of Xxx Xxxxxxxx and the Transferred Subsidiaries and the Business as such Persons Buyer may from time to time reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderrequest. (b) From In addition to the date hereof until the Effective Time or earlier termination of confidentiality arrangements contained in this Agreement, Buyer will hold in confidence, in accordance with the terms of the Mutual Evaluation Information Nondisclosure Agreement (the “Confidentiality Agreement”), dated October 3, 2006, by and subject between Buyer and Visant, all documents and information furnished to Applicable Law Buyer by Visant or any of its officers, directors, employees, agents, consultants, advisors or representatives in connection with this Agreement and the Clean Team transactions contemplated by this Agreement. In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) terms of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthConfidentiality Agreement shall govern. (c) From Following the date hereof until Closing, upon the Effective Time request of Buyer, and subject to a separate confidentiality agreement to be executed by Buyer, Visant shall, to the extent permitted by Law, grant to Buyer and its representatives, during regular business hours and subject to reasonable rules and regulations of Visant and in such manner as will not unreasonably interfere with the conduct of Visant’s business, the right, at the expense of Buyer, to inspect and copy the books, records and other documents in Visant’s possession Related to the Business prior to the Closing (including books of account, records, files, invoices, correspondence and memoranda, customer and vendor lists, data, specifications, insurance policies, operating history information and inventory records) and not included in the Books and Records, subject to redaction by Visant of any material not relating to the Business it deems sensitive. Notwithstanding the foregoing, Visant shall not be obligated to make any information available that would, in the reasonable judgment of Visant, violate or earlier termination jeopardize any applicable attorney-client or other privilege or any applicable contractual confidentiality obligation. No such books, records or other documents that relate primarily to the Business shall be destroyed by Visant or its Affiliates prior to the sixth anniversary of the Closing Date without first advising Buyer in writing and giving Buyer a reasonable opportunity to obtain possession thereof, any costs of transferring such books, records or other documents to be paid by Buyer. (d) Following the Closing, upon the request of Visant, and subject to a separate confidentiality agreement to be executed by Visant, Buyer shall grant to Visant and its representatives, during regular business hours and subject to reasonable rules and regulations of Buyer and in such manner as will not unreasonably interfere with the conduct of Buyer’s business, the right, at the expense of Visant, to inspect the Books and Records pertaining to the operation of the Business prior to Closing to the extent permitted by Law and to the extent that in each case inspection is reasonably related to any Excluded Assets or Excluded Liabilities or otherwise necessary for Visant for accounting or tax purposes or to comply with the terms of this Agreement, any Ancillary Agreement or any applicable Law. Notwithstanding the foregoing, Buyer shall not be obligated to make any information available that would, in the reasonable judgment of Buyer, violate or jeopardize any applicable attorney-client or other privilege or any applicable contractual confidentiality obligation. No Books and subject Records shall be destroyed by Buyer or its Affiliates prior to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) sixth anniversary of the Rhino Institutional Pharmacy Business as are provided Closing Date without first advising Visant in writing and providing Visant a reasonable opportunity to and used obtain possession thereof, any costs of transferring such books, records or other documents to be paid by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthVisant.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing Date, Seller will, and subject to Applicable Law and the Clean Team Confidentiality Agreementwill cause its Subsidiaries to, each of Hippo and Rhino shall (i) give to the other partyBuyer, its counsel, financial advisors, auditors Representatives and other authorized representatives financing sources reasonable access to the offices, properties, books and records of Seller and its Subsidiaries relating to the business of the HippoRx Group or the business of the RhinoRx Group, as the case may beBusiness, (ii) furnish to the other party, Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data (including (A) audited annual financial statements with respect to 2005, which shall be furnished as soon as available but in any event no later than February 28, 2006, (B) unaudited quarterly financial statements with respect to the first quarter of 2006, which shall be furnished as soon as available but in any event no later than April 30, 2006 (such annual and quarterly financial statements, collectively, the “Supplemental Financial Statements”) and (C) monthly management reports in a form consistent with the monthly management reports customarily prepared by the Business, each such monthly management report to be furnished as soon as available but in any event no later than 15 days after the end of the applicable month) and other information relating to the Business as such Persons may reasonably request and (iii) instruct its the employees, counsel, financial advisors, auditors advisors and other authorized representatives Representatives of Seller and its Subsidiaries to cooperate with the other party Buyer in its investigationinvestigation of the Business. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller. Notwithstanding the foregoing, (A) Buyer shall not have access (1) to personnel records of Seller or its Affiliates relating to individual performance or evaluation records, medical histories or other party. No information which in Seller’s good faith opinion is sensitive or knowledge obtained the disclosure of which could subject Seller or its Affiliates to risk of liability, (2) for purposes of conducting any environmental sampling or testing or (3) to any information to the extent relating to any Retained Business and (B) Seller may, unless Buyer cooperates in any investigation pursuant reasonably satisfactory protective arrangement, withhold, as and to this Section 11.05 shall affect the extent necessary to avoid contravention or be deemed to modify waiver, any representation document or warranty made by information the disclosure of which would violate any party hereunder. (b) From the date hereof until the Effective Time agreement or earlier termination of this Agreement, and subject to any Applicable Law and or would result in the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day waiver of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthany legal privilege or work-product privilege. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, upon reasonable notice, the Seller shall cause is officers, employees, agents, representatives, accountants and counsel, and subject to Applicable Law the extent a Subsidiary is engaged in the operation of the Business, shall cause such Subsidiary’s officers, directors, employees, agents, representatives, accountants and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall counsel to: (i) give to afford the other partyofficers, its employees, agents, accountants, counsel, financial advisorsfinancing sources and representatives of the Purchaser reasonable access, auditors during normal business hours, under reasonable circumstances and other authorized representatives reasonable access at mutually agreed locations, to the offices, properties, plants, other facilities, books and records of the business Business and the Purchased Assets and to those officers, employees, agents, accountants and counsel of the HippoRx Group Seller or its Subsidiaries who have knowledge relating to the Business and the Purchased Assets (ii) furnish to the officers, employees, agents, accountants, counsel, financing sources and representatives of the Purchaser such additional financial and operating data and other information (to the extent in the possession of the Seller or any Subsidiary) regarding the Business and the Purchased Assets (or legible copies thereof) as the Purchaser may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser or any such other person if such disclosure would, in the Seller’s discretion (after consultation with outside counsel), (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws. Nothing contained in this Agreement shall be construed to give to the Purchaser, directly or indirectly, any rights to control or direct the operations of the Seller or Subsidiary in respect of the Business prior to the Closing Date. (b) In order to facilitate the resolution of any claims made against or incurred by the Seller prior to the Closing, for a period of five years after the Closing, the Purchaser shall (i) retain the books and records relating to the Business relating to periods prior to the Closing 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. (c) In order to facilitate the resolution of any Claims made by or against or incurred by the Purchaser after the Closing or for any other reasonable purpose, for a period of five years following the Closing, the Seller shall (i) retain the books and records of the Seller which relate to the Business and its operations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Purchaser reasonable access (including the right to make photocopies, at the Purchaser’s expense), during normal business hours, to such books and records. (d) At or promptly following the Closing, the Seller shall provide to the Purchaser all materials that were made available in the virtual data room or the business of the RhinoRx Groupphysical data room, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate in connection with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct Purchaser’s evaluation of the business transactions contemplated by this Agreement, including electronic copies of the other party. No information any lists or knowledge obtained in any investigation pursuant summaries prepared with respect to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereundersuch materials. (be) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementClosing, Hippo shallthe Seller shall use its reasonable best efforts, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent in cooperation with the books and records of HippoRx and its Subsidiaries) Purchaser, in establishing a process whereby Cash received with respect to Receivables include in the Purchased Assets is directed to bank accounts of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthPurchaser. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From the date hereof until the Exchange Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement dated as of October 10, 2008 between the Company and Parent (the “Confidentiality Agreement”), each of Hippo and Rhino the Company shall (i) give to the Parent and its officers, directors, employees, investment bankers, attorneys, accountants, consultants or other party, its counsel, financial advisors, auditors and other authorized representatives reasonable agents or advisors (“Representatives”) full access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may beCompany and its Subsidiaries, (ii) furnish to the other party, Parent and its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct the Representatives of the Company and its employees, counsel, financial advisors, auditors and other authorized representatives Subsidiaries to cooperate with the other party Parent in its investigationinvestigation of the Company and its Subsidiaries. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other partyCompany and its Subsidiaries. No information or knowledge obtained by Parent in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party the Company hereunder. (b) From the date hereof until the Exchange Effective Time or earlier termination Time, Parent shall be entitled to appoint a representative of this AgreementParent (each, a “Parent Representative”) to each of the Bank’s Credit Committee, the Bank’s Assets and Liabilities Committee, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) other committee of the Hippo Institutional Pharmacy Business as are provided to Bank functioning at the operational level and used by Hippo’s with a mandate covering the areas of operations addressed in clauses (d), (e), (f), (g), (h), (i), (j), (k), (o) and HippoRx’s management as of and (p) in Section 8.01 above (each, a “Company Committee”). Each such Parent Representative shall be readily available for the month ending on the last day meetings of the immediately preceding calendar month. applicable Company Committee. The Company shall furnish or cause to be furnished to each Parent Representative written notice at least two Business Days prior to each meeting of the applicable Company Committee of such meeting. Each Parent Representative shall be entitled to (ci) From attend every meeting of the date hereof until applicable Company Committee, whether in person or telephonically, (ii) call meetings of the Effective Time or earlier termination of this Agreementapplicable Company Committee, and subject (iii) object to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) any decision of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for applicable Committee, which decision shall thereafter require the month ending on the last day approval of the immediately preceding calendar monthChief Executive Officer or the Interim Chief Executive Officer of the Company before being adopted or executed. Parent’s rights under this Section 8.02(b) shall be in addition to, and not in limitation of, any of its rights under Section 8.01.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, upon reasonable notice, the Seller Parent shall cause the Distribution Companies and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo their respective officers, directors, employees, agents, representatives, accountants and Rhino shall counsel to (i) give to afford the other party, Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, properties and books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, Distribution Companies and (ii) furnish to the other partyofficers, its counselemployees, financial advisors, auditors and other authorized agents and representatives of the Purchaser such additional financial and operating data and other information regarding the Business (or copies thereof) as the Purchaser may from time to time reasonably request; provided, however, that any such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of the Seller Parent’s personnel and in such a manner as not to interfere unreasonably with the conduct normal operations of the business Business. Notwithstanding anything to the contrary in this Agreement, the Seller Parent and Seller shall not be required to disclose any information to the Purchaser if such disclosure would, in the Seller Parent’s sole discretion, (i) cause significant competitive harm to the Business if the transactions contemplated hereby are not consummated, (ii) jeopardize any attorney-client or other legal privilege or (iii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. Nothing set forth herein shall be interpreted to prevent Purchaser Shareholder from acting in his capacity as chief executive officer of the other party. No Seller Parent and having access to information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderconsistent with such position. (b) From For a period of seven years after the date hereof until Closing, the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements Purchaser shall (which will be derived from and be consistent with i) retain the books and records of HippoRx relating to the Business, the Distribution Companies and its SubsidiariesMeidi Technology relating to periods prior to the Closing, and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Hippo Institutional Pharmacy Business as are provided Seller Parent, Seller and Intac Trading reasonable access (including the right to make, at their own expense, photocopies), during normal business hours, to such books and used by Hippo’s and HippoRx’s management as records; provided, however, that the Purchaser shall notify Seller Parent at least 30 days in advance of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with destroying any such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) after the seventh anniversary of the Rhino Institutional Pharmacy Business as are provided Closing in order to provide the Seller Parent the opportunity to access such books and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrecords in accordance with this Section 5.01(b).

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to Each Shareholder and the other partyCompany, jointly and severally, understand and acknowledge that the Purchaser has not completed its examination of the Company, its counselSubsidiaries, financial advisors, auditors the Assets and other authorized representatives the Business and therefore requires continuous reasonable access to the Company, its Subsidiaries, the Assets and the Business, from the date of this Agreement through the earlier to occur of (x) the Closing Date and (y) the date on which this Agreement is terminated in accordance with the provisions of Section 10.01 hereof. (ii) Each Shareholder and the Company, jointly and severally, agree that during the period from the date of this Agreement through the earlier to occur of (x) the Closing Date and (y) the date on which this Agreement is terminated in accordance with the provisions of Section 10.01 hereof, the Company will, the Shareholders will (only with respect to information relating to the Company and its Subsidiaries), the Parent will cause NGC and NCC (only with respect to information relating to the Company and its Subsidiaries) to, NGC and NCC will cause the Company and its Subsidiaries to, the Company will cause its Subsidiaries to, and the Company and each of the Shareholders will cause their respective Affiliates, directors, officers, employees, accountants, counsel, consultants, investment bankers and other representatives to: (A) upon reasonable notice to the Company, give the Purchaser and its authorized representatives, including, without limitation, investors, lenders, environmental consultants and advisors, and respective authorized employees, accountants, counsel and other representatives of any of the foregoing (I) during normal business hours, reasonable access to all plants, offices, personnel (including the Persons responsible for the preparation of Tax Returns), warehouses, facilities, properties, books books, Contracts, commitments and records (including accountant’s work papers) of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish relating to the other partyCompany and its Subsidiaries, its counselincluding, financial advisorswithout limitation, auditors the Assets and other authorized representatives the Business, and (II) such financial and operating data and other information with respect to the Business and the Assets as any of them may from time to time reasonably request; and (B) permit the Purchaser and its authorized representatives, including, without limitation, investors, lenders, environmental consultants and advisors, and respective authorized employees, accountants, counsel and other representatives of any of the foregoing to make such Persons inspections thereof as any of them may reasonably request request, including, without limitation, the real estate and (iii) instruct its employees, counsel, financial advisors, auditors facility audit that is currently in progress and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct an Environmental Site Assessment of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderCurrent Properties and environmental compliance audits. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Subject to Section 7.06(b), during the Pre-Closing Period, the Company shall, and shall cause its Subsidiaries and Representatives to: (a) provide Parent and its Representatives with reasonable access during normal business hours to the personnel and assets of the Company and its Subsidiaries and to all existing books, records, Tax Returns, work papers (including accountant work papers and shall cause its accountants to grant access thereto) and other documents and information relating to the Company and its Subsidiaries; and (b) provide Parent and its Representatives with such copies of the existing books, records, Tax Returns, work papers (including accountant work papers and shall cause its accountants to grant access thereto) and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its Subsidiaries as Parent may reasonably request. All information exchanged pursuant to this Section 7.06 shall be subject to the provisions of the Confidentiality Agreement. Without limiting the generality of any of the foregoing and subject to Section 7.06(b), during the Pre-Closing Period, the Company shall promptly provide Parent upon its reasonable request with copies of: (i) all material operating and financial reports to the extent prepared by the Company and its Subsidiaries for the Company’s senior management, including copies of unaudited monthly consolidated balance sheets of the Company and its Subsidiaries and related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the senior management of the Company; (ii) any written materials or communications distributed by or on behalf of the Company to its shareholders; (iii) any material notice, correspondence, document or other communication sent by or on behalf of any of the Company or its Subsidiaries to any party to any Company Material Contract, or sent to any of the Company or its Subsidiaries by any party to any Company Material Contract (other than any communication that relates solely to routine commercial transactions between the Company or any of its Subsidiaries and the other party to any such Contract and that is of the type sent in the ordinary course of business); (iv) any notice, report or other document filed with or sent to any Governmental Authority on behalf of any of the Company or its Subsidiaries in connection with the Merger or any of the other Transactions; and (v) any material notice, report or other document received by any of the Company or its Subsidiaries from any Governmental Authority. (b) Notwithstanding the foregoing provisions in Section 7.06(a), the Company may restrict or otherwise prohibit access to any documents or information to the extent that: (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (ii) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or would result in the disclosure of any trade secrets of any third party; or (iii) access to a Contract to which any of the Company or its Subsidiaries is a party as of the date hereof until or otherwise bound as of the Effective Time date hereof if such access would violate or earlier termination cause a default under, or give a third party the right to terminate or accelerate the rights under, such Contract; provided, that, in the case of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall clauses (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be), (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii), the Company shall: (A) instruct its employees, counsel, financial advisors, auditors and other authorized representatives give reasonable notice to cooperate with Parent of the other party in its investigation. Any investigation fact that it is restricting or otherwise prohibiting access to such documents or information pursuant to this Section 11.05 7.06(b); (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) use, and cause its Subsidiaries to use, reasonable best efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. (c) Any investigation conducted pursuant to the access contemplated by this Section 7.06 shall be conducted in such a manner as that does not to unreasonably interfere unreasonably with the conduct of the business of the other party. No information Company or knowledge obtained in its Subsidiaries or, create a material risk of damage or destruction to any investigation pursuant to this Section 11.05 shall affect material property or be deemed to modify any representation material assets of the Company or warranty made by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreementits Subsidiaries, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent that complies with the books terms, conditions and records of HippoRx and its Subsidiaries) insurance requirements of the Hippo Institutional Pharmacy Business as are provided applicable Company Real Property Lease. Such access shall not include the right to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthperform “invasive” testing, soil, air or groundwater sampling or any Phase II environmental assessments. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Upon reasonable notice and subject to applicable laws relating to the exchange of information and to the Confidentiality Agreement, dated May 13, 2010, between Seller Parent and Protective Life Corporation (the “Confidentiality Agreement”), each of the Company and Seller shall afford to the officers, employees, accountants, counsel and other representatives of Buyer, access, during normal business hours during the period from the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other partyClosing Date and in a manner that shall not be unduly disruptive on the Business, its counsel, financial advisors, auditors and other authorized representatives reasonable access to all the offices, Company’s properties, books books, contracts, commitments and records as well as any employees of Seller, Seller Parent or the Company with knowledge of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, Business. Buyer agrees that: (iiA) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such a manner as not to interfere unreasonably with the conduct operations of Seller and the business of the other party. No information Company; (B) all requests by Buyer for access or knowledge obtained in any investigation availability pursuant to this Section 11.05 4.6 shall affect be submitted or directed exclusively to an individual to be deemed designated by Seller; and (C) except as contemplated by this Agreement, Seller and the Company shall not be required to modify provide any representation books and records or warranty made by any party hereunderreports based thereon that they do not maintain or prepare in the ordinary course of their business. The parties shall act at all times in accordance with the terms and provisions of the Confidentiality Agreement. (b) From Seller shall cause to be delivered to Buyer, (x) for each calendar quarter from and after the quarter ended September 30, 2010 that is completed prior to the Closing Date, as soon as practicable, but in any event within forty-five (45) days following the end of such quarter, and (y) for each quarter ending after January 1, 2010 and before September 30, 2010, promptly following the date hereof until hereof, a report prepared by the Effective Time or earlier termination Company with respect to such quarter, which, in each case shall include (i) a balance sheet of this Agreementthe Company as of the end of such quarter prepared in accordance with SAP, (ii) a balance sheet of the Company as of the end of such quarter prepared in accordance with GAAP, (iii) a statement of earnings for the Company for the year-to-date period ending at the end of such quarter prepared in accordance with SAP, (iv) a statement of earnings for the Company for the year-to-date period ending at the end of such quarter prepared in accordance with GAAP, and subject (v) related statements of comprehensive income (loss), shareholder’s equity and cash flows for the year-to-date period ending at the end of such quarter prepared in accordance with GAAP (collectively, the “Quarterly Financial Statements”), except that with respect to Applicable Law the quarter ending September 30, 2010, clauses (ii), (iv) and (v) above shall not apply and Seller shall provide Buyer with the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will as described in Section 4.15(a). The Quarterly Financial Statements shall be derived from unaudited and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthshall not include any notes, exhibits or schedules. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From During the period from the date hereof until of this Agreement through the Effective Time or earlier of the termination of this AgreementAgreement pursuant to its terms and the Closing, the Company shall, and shall cause each Company Subsidiary to, subject to Applicable reasonable restrictions imposed from time to time upon advice of counsel respecting applicable Law or the Confidentiality Agreements, afford representatives of Parent, following notice from Parent to the Company in accordance with this Section 6.4(a), reasonable access during normal business hours to all properties, offices, books, contracts, commitments and records and such financial (including all working papers) and operating data of the Company and the Clean Team Confidentiality AgreementCompany Subsidiaries and all other information concerning its business, each properties, personnel, vendors, landlords/sublandlords, tenants, licensees and franchisees as Parent may reasonably request. Notwithstanding the foregoing, neither Parent nor any of Hippo and Rhino its representatives shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records contact or have any discussions with any of the business Company’s employees, agents, or representatives, unless in each case Parent obtains the prior written consent of the HippoRx Group Company, which shall not be unreasonably withheld, conditioned or the business of the RhinoRx Group, as the case may bedelayed, (ii) furnish to contact or have any discussions with any of the other partyvendors, its counsellandlords/sublandlords, financial advisorstenants/subtenants, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and licensees or franchisees of the Company or the Company Subsidiaries, unless in each case Parent obtains the prior written consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, (iii) instruct its employeesdamage any property or any portion thereof, counsel, financial advisors, auditors or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without the Company’s prior written consent. Parent shall schedule and other authorized representatives to cooperate coordinate all inspections with the other party in Company and shall give the Company at least three Business Days prior written notice thereof, setting forth the inspection or materials that Parent or its investigationrepresentatives intend to conduct. Any investigation The Company shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither the Company nor any Company Subsidiary shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of the Company or any Company Subsidiary or contravene any Law or binding agreement entered into prior to the date of this Agreement. All information obtained pursuant to this Section 11.05 6.4(a) shall continue to be conducted in such manner as not to interfere unreasonably with governed by the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderConfidentiality Agreements. (b) From During the period from the date hereof until of this Agreement through the Effective Time or earlier of the termination of this AgreementAgreement pursuant to its terms and the Closing, Parent shall, and shall cause each Parent Subsidiary to, subject to Applicable Law reasonable restrictions imposed from time to time upon advice of counsel respecting applicable Law, afford representatives of the Company, following notice from Company to the Parent in accordance with this Section 6.4(b), reasonable access during normal business hours to all properties, offices, books, contracts, commitments and records and such financial (including all working papers) and operating data of Parent and the Clean Team Confidentiality AgreementParent Subsidiaries and all other information concerning its business, Hippo shallproperties, no later than personnel, vendors, landlords/sublandlords, tenants, licensees and franchisees as the 25th day Company may reasonably request. Notwithstanding the foregoing, neither the Company nor any of its representatives shall (i) contact or have any discussions with any of Parent’s or the Parent Subsidiaries’ employees, agents, or representatives, unless in each calendar monthcase the Company obtains the prior written consent of Parent, provide Rhino which shall not be unreasonably withheld, conditioned or delayed, (ii) contact or have any discussions with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) any of the Hippo Institutional Pharmacy vendors, landlords/sublandlords, tenants/subtenants, licensees or franchisees of Parent or the Parent Subsidiaries, unless in each case the Company obtains the prior written consent of Parent, which shall not be unreasonably withheld, conditioned or delayed, (iii) damage any property or any portion thereof, or (iv) perform any onsite procedure or investigation (including any onsite environmental investigation or study) without Parent’s prior written consent. The Company shall schedule and coordinate all inspections with Parent and shall give Parent at least three Business as are provided Days prior written notice thereof, setting forth the inspection or materials that the Company or its representatives intend to and used by Hippo’s and HippoRx’s management as conduct. Parent shall be entitled to have representatives present at all times during any such inspection. Notwithstanding the foregoing, neither Parent nor any Parent Subsidiary shall be required to provide access to or to disclose information where such access or disclosure would jeopardize the attorney-client privilege of and for the month ending on the last day of the immediately preceding calendar month. (c) From Parent or any Parent Subsidiary or contravene any Law or binding agreement entered into prior to the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which . The Company will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are keep confidential all non-public information provided to and used it pursuant to this Section 6.4(b), except for disclosures required by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthapplicable Law.

Access to Information. (a) From the date hereof of the Original MPA until the Effective Time or earlier termination of this AgreementClosing, upon reasonable notice, the Seller shall cause its officers, directors, employees, agents, representatives, accountants and counsel, and subject to Applicable Law shall cause each member of the Target Group and the Clean Team Confidentiality Agreement, each of Hippo their respective officers, directors, employees, agents, representatives, accountants and Rhino shall counsel to: (i) give to afford the other partyofficers, its employees, agents, accountants, counsel, financial advisorsfinancing sources and representatives of Purchaser Parent and the Purchaser reasonable access, auditors and other authorized representatives reasonable access during normal business hours, to the offices, properties, plants, other facilities, books and records of the business Seller (limited to information related to the Acquired Business) and each other member of the HippoRx Target Group, and to those officers, directors, employees, agents, accountants and counsel of the Seller and each other member of the Target Group who have any knowledge relating to any member of the Target Group or the business of the RhinoRx Group, as the case may be, Acquired Business and (ii) furnish to the other partyofficers, its employees, agents, accountants, counsel, financial advisors, auditors financing sources and other authorized representatives of Purchaser Parent and the Purchaser such additional financial and operating data and other information as such Persons may reasonably request regarding the assets, properties, liabilities and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct goodwill of member of the business of Target Group or the other party. No information Business (or knowledge obtained in any investigation pursuant legible copies thereof) as Purchaser Parent or the Purchaser may from time to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereundertime reasonably request. (b) From In order to facilitate the date hereof until resolution of any claims made against or incurred by the Effective Time or earlier termination Seller prior to the Closing, for a period of this Agreementseven years after the Closing, the Purchaser shall (i) retain the books and subject records relating to Applicable Law the Business and each member of the Clean Team Confidentiality Agreement, Hippo shall, no later than Target Group relating to periods prior to the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be Closing in a manner reasonably consistent with the prior practice of such member of the Target Group 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. (c) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser or any member of the Target Group after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall (i) retain the books and records of HippoRx and its Subsidiaries) the Seller which relate to the Business, any member of the Hippo Institutional Pharmacy Business as are provided Target Group or their operations for periods prior to the Closing and used by Hippo’s which shall not otherwise have been delivered to the Purchaser, and HippoRx’s management as of (ii) upon reasonable notice, afford the officers, employees, agents and for the month ending on the last day representatives of the immediately preceding calendar month. Purchaser reasonable access (c) From including the date hereof until right to make photocopies, at the Effective Time or earlier termination expense of this Agreementthe Purchaser), and subject during normal business hours, to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrecords.

Access to Information. (a) From The Sellers shall cause each Business Subsidiary and Operating Subsidiary to permit representatives of the date hereof until the Effective Time or earlier termination of this AgreementBuyer to have reasonable access (at all reasonable times, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such a manner so as not to interfere unreasonably with the conduct normal business operations of the business Business) to all premises, properties, financial, Tax and accounting records, Contracts, other records and documents, and personnel, of or pertaining to the other party. No information Business (but excluding any competitively sensitive information) for the purpose of performing such inspections and tests as the Buyer deems necessary or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderappropriate. (b) From Within twenty (20) Business Days after the end of each month ending prior to the Closing, beginning with the date hereof until the Effective Time or earlier termination of this Agreement, the Parent shall furnish to the Buyer an unaudited pro forma balance sheet of the Business and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day related pro forma statement of each calendar results of operations for such month, provide Rhino with such unaudited financial statements (which will be derived from and be prepared on a basis consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthInterim Financial Statements. (c) From Any information obtained by the date hereof until Buyer with respect to the Effective Time Sellers, BGS, the Business Subsidiaries and the Operating Subsidiaries or earlier termination of this Agreement, the Business (whether or not pursuant to paragraphs (a) and (b) above) shall be subject to Applicable Law the terms and the Clean Team conditions set forth in that certain Confidentiality Agreement, Rhino shalldated November 15, no later than 2004, between Parent and the 25th day Buyer, the terms of each calendar monthwhich are incorporated herein by reference (the “Confidentiality Agreement”). Effective upon, provide Hippo and only upon, the Closing, the Buyer’s obligations under the Confidentiality Agreement shall terminate with such unaudited financial statements respect to information relating to BGS, the Business Subsidiaries and Operating Subsidiaries or the Business; provided, that (which will be derived from i) the Buyer acknowledges that any and be consistent with all other information provided to it by the books Sellers or their Representatives concerning the Sellers shall remain subject to the terms and records of RhinoRx and its Subsidiaries) conditions of the Rhino Institutional Pharmacy Business as are Confidentiality Agreement after the Closing Date and (ii) the Sellers acknowledge that any and all other information provided to them by the Buyer or its Representatives concerning the Buyer shall remain subject to the terms and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day conditions of the immediately preceding calendar monthConfidentiality Agreement after the Closing Date. (d) Prior to the Closing Date, the Buyer shall be permitted to contact customers of the Business at such times and in such a manner as shall be reasonably approved by the Sellers, taking into consideration any limitations on such contact arising under applicable law. Any such contact shall be in the presence of a representative of the Parent. (e) It is expressly understood and agreed that, without the prior written consent of the Sellers, which may be granted or withheld in the Sellers’ sole discretion, nothing in this Agreement shall be construed to grant the Buyer or its Representatives the right to perform any Phase I, Phase II or other environmental testing on any of the properties of BGS, the Business Subsidiaries or the Operating Subsidiaries.

Access to Information. Subject to applicable law, the Company shall afford Parent and its accountants, counsel and other representatives, reasonable access (aduring regular business hours upon reasonable notice) From during the period from the date hereof until and prior to the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall to: (i) give to all of the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books books, contracts, commitments and records of the business Company and its Subsidiaries, including all Company Intellectual Property (including access to source code, but not to detailed information concerning design processes, design specifications, product roadmaps or similar highly sensitive Company Intellectual Property; provided, however, that (1) access to source code shall only occur on the premises of the HippoRx Group Company in Monrovia, California on Company computers designated by the Company for such purposes and, at the Company’s election, under the supervision of a representative or the business representatives of the RhinoRx GroupCompany; (2) Parent shall provide at least forty-eight hours written notice of its request for such access, including in such notice whether Parent desires to have Company engineering personnel available, as provided in subpart 4; (3) Parent and its representatives shall be permitted to take notes during such access provided that (A) on each day such notes are taken, Company shall be provided with such notes in order to make and retain copies thereof and (B) such notes and the contents of such notes may not be disclosed by Parent or its representatives other than to Parent personnel and representatives who have a need to know the contents of such notes for purposes of preparing to integrate the Company Products with Parent offerings as of the Effective Time; and (4) such access shall be permitted for up to fifteen days (which need not be consecutive) selected by Parent in accordance with the requirements hereof (provided, however, that for up to five of the fifteen days selected by Parent, Company engineering personnel with knowledge of those product components and/or topics designated by Parent in its notice shall be required to be on hand to answer questions, unless Company notifies Parent prior to such day that such engineering personnel are unavailable, in which case may bethe parties shall work in good faith to schedule another day that is mutually agreeable)), and all capitalization and equity compensation information that is necessary for Parent to promptly comply with the requirements of Statement of Financial Accounting Standards 123 (revised 2004) “Share-Based Payments” promulgated by the Financial Accounting Standards Board, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information concerning the business, properties and personnel (subject to restrictions imposed by applicable law) of the Company and its Subsidiaries as such Persons Parent may reasonably request request, and (iii) instruct all Employees of the Company and its employeesSubsidiaries as reasonably requested by Parent. The Company agrees to promptly provide to Parent and its accountants, counsel, financial advisors, auditors counsel and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in copies of such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited internal financial statements (which will including Tax Returns and supporting documentation) as may be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthreasonably requested. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Seller shall afford to Purchaser reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the date hereof until reasonable procedures established by Seller, during the Effective Time period prior to the Closing, to the properties, books, Contracts, records and personnel of Seller and its Subsidiaries to the extent related to the Business, the Purchased Assets and the Target Entities; provided, however, that (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or earlier termination any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.4(a) (provided that, if and to the extent practicable, Seller shall use reasonable best efforts to otherwise make appropriate alternative disclosure arrangements in a manner that would not reasonably be expected to violate such obligation of confidentiality); (ii) Seller shall make available, or cause its Subsidiaries to make available, Business Service Provider personnel files only after the Closing Date and, with respect to any Business Service Providers, if and when Purchaser provides Seller with notice that the applicable Business Service Providers have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not make, or cause to be made, available medical records, workers compensation records or the results of any drug testing; and that Purchaser shall indemnify and hold Seller and its Affiliates (including the other Seller Entities) and their respective Affiliates harmless from any Liabilities arising out of or relating to the transfer of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Owned Real Property or the Transferred Leased Property, or any other property of Seller, the other Seller Entities, the Target Entities or any of their respective Affiliates. (b) Purchaser agrees that any investigation undertaken pursuant to the access granted under Section 5.4(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and, except as contemplated by this Agreement, and subject none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the employees of the Business (or the Seller or its Affiliates) without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to Applicable Law and the Clean Team Confidentiality contrary in this Agreement, each neither Seller nor any of Hippo its Affiliates shall be required to provide access to or disclose information where, upon the advice of counsel, such access or disclosure would jeopardize attorney-client privilege or contravene any Law (provided that, if and Rhino shall (i) give to the extent practicable, Seller shall use reasonable best efforts to otherwise make appropriate alternative disclosure arrangements in a manner that would not reasonably be expected to violate such attorney-client privilege or contravene any Law). (c) Without limiting any provision of Article VI, at and after the Closing, each Party shall, and shall cause its Affiliates to, afford the other partyParty, its counselAffiliates and their respective Representatives, financial advisorsduring normal business hours, auditors and other authorized representatives upon reasonable notice, access to the offices, properties, books, Contracts, records and employees of the Business and the Target Entities to the extent that such access may be reasonably requested by such Party, including in connection with financial statements, Taxes, reporting obligations and compliance with applicable Laws; provided, however, that nothing in this Agreement shall limit any Party’s or its Affiliates’ rights of discovery. (d) Each Party agrees to hold all the books and records of the business of Business existing on the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted Closing Date in such manner as Party’s possession and not to interfere unreasonably with destroy or dispose of any thereof for a period of eight (8) years from the conduct of the business of the other party. No information Closing Date or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or such longer time as may be deemed to modify any representation or warranty made required by any party hereunderLaw. (be) From the date hereof until the Effective Time Nothing in Section 2.4 or earlier termination of this Agreement, and subject Section 2.5 is intended to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) limit or expand any of the Hippo Institutional Pharmacy Business as are rights or obligations provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthin this Section 5.4. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From During the date hereof until Pre-Closing Period, the Effective Time or earlier termination of this Agreement, Company shall afford Acquiror and subject its Representatives reasonable access during normal business hours to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give all of the Company’s properties, books, Contracts, work papers, commitments and records and all of the documents, records and work papers of the Company’s Representatives relating to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records Company or any of the business of the HippoRx Group or the business of the RhinoRx GroupContemplated Transactions, as the case may be, and (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and all other information concerning the business, properties and personnel of the Company as such Persons Acquiror may reasonably request that is within the control of the Company or its Representatives, and (iii) instruct its employeesshall provide Acquiror and Acquiror’s Representatives with copies of such existing books, counselrecords, financial advisorsTax Returns, auditors work papers, Company Contracts and other authorized representatives documents and information relating to cooperate the Company, and with such additional financial, operating and other data and information regarding the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner Company, as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderAcquiror may reasonably request. (b) From During the date hereof until Pre-Closing Period, the Effective Time Company shall cause its Representatives to confer on a regular and frequent basis with one or earlier termination more Representatives of this Agreement, and subject Acquiror to Applicable Law report material operational matters and the Clean Team Confidentiality Agreement, Hippo shall, no later than general status of ongoing operations. (c) Within 20 days after the 25th day end of each calendar month during the Pre-Closing Period, the Company shall deliver to Acquiror (i) a balance sheet of the Company as of the last day of such calendar month, provide Rhino with (ii) a statement of operations for such unaudited financial statements calendar month and for the period from January 1, 2006 through the end of such calendar month, (which will be derived iii) a statement of cash flows for such calendar month and for the period from and be consistent with January 1, 2006 through the books and records end of HippoRx and its Subsidiariessuch calendar month, (iv) a statement comparing actual expenses during such calendar month (by “Major Category”) against one-third ( 1/3) of the Hippo Institutional Pharmacy Business respective amounts set forth with respect to such items in the Operating Budget with respect to the calendar quarter that includes such calendar month, and (v) a statement comparing the actual cash balance at the end of such calendar month against either (A) if such month is the last month of a calendar quarter, the applicable amount set forth in the Operating Budget as are provided to and used by Hippo’s and HippoRx’s management the “Quarter ending cash balance” as of and for the last day of such calendar quarter, or (B) if such month is not the last month of a calendar quarter, an amount determined by interpolating, on a straight-line basis, between (i) the amount set forth in the Operating Budget as the “Quarter ending on cash balance” as of the last day of the calendar quarter that immediately preceding precedes the calendar quarter that includes such calendar month, and (ii) the amount set forth in the Operating Budget as the “Quarter ending cash balance” as of the last day of the calendar quarter that includes such calendar month. (cd) From By not later than November 15, 2006 (if the date hereof until Closing has not occurred by such date), the Effective Time or earlier termination Company shall develop and deliver to Acquiror an update to the Operating Budget covering calendar year 2007 (the “2007 Budget”), which shall as to form be identical in all material respects to the form of the Operating Budget attached as Annex 6.1(k). The 2007 Budget shall be subject to the written approval of Acquiror, such approval not to be unreasonably withheld. The 2007 Budget, as finally developed by the Company and approved by Acquiror, shall from and after January 1, 2007 be considered for all purposes hereunder (with respect to the operations of the Company during 2007) the “Operating Budget” as that term is used in this Agreement. (e) During the Pre-Closing Period, and subject the Company shall promptly provide to Applicable Law and Acquiror (i) any material notice, report, correspondence, action, document or other communication received by the Clean Team Confidentiality Agreement, Rhino shall, no later than Company or (to the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) knowledge of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending Company) PARI or Euticals from, or sent on the last day behalf of the immediately preceding calendar monthCompany or (to the knowledge of the Company) PARI or Euticals to, the FDA, the EMEA or any similar state or foreign Governmental Entity relating to the clinical or regulatory status of the Company 1020 Product or (ii) any material notice, report or other document received by the Company from, or sent on behalf of the Company to, any other Governmental Entity.

Access to Information. (a) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementClosing Date, each of Hippo the Company will give Newco and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other Newco's authorized representatives reasonable access to the all of its employees, plants, offices, properties, warehouses and other facilities and to all of its books and records records, will permit Newco to make such inspections as Newco may reasonably require and will cause its officers and those of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) Company Subsidiaries to furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Newco with such financial and operating data and other information with respect to its and the Company Subsidiaries' business, properties and personnel as Newco from time to time reasonably request, but in any such Persons may reasonably request case only to the extent as not to unreasonably interfere with its business and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with operations or those of the other party in its investigation. Any Company Subsidiaries; provided that no investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 5.3(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by either party in this Agreement or in any party hereundercertificate required to be delivered pursuant to Section 6.2 or 6.3. (b) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementClosing Date, Hippo shall, no later than the 25th day Company shall furnish to Newco (i) within 15 days after the end of each calendar monthretail period, provide Rhino an unaudited balance sheet, income statement and statement of cash flows of the Company and the Company Subsidiaries on a consolidated basis and (ii) within 30 days after the end of each fiscal quarter, an unaudited balance sheet, income statement and statement of cash flows of the Company and the Company Subsidiaries on a consolidated basis, each prepared in accordance with such unaudited GAAP in conformity with the practices consistently applied by the Company with respect to its retail period or quarterly financial statements (which will as the case may be). All the foregoing shall be derived from and be consistent in accordance with the books and records of HippoRx the Company and its Subsidiaries) fairly present the consolidated financial position of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management Company as of and for the month ending on the last day of the immediately preceding calendar monthperiod then ended and the consolidated results of operations of the Company as of the last day of the period then ended (in each case, taking into account the differences between retail period and quarterly statements prepared by the Company in conformity with its past practices). (c) From Newco will hold and will cause its consultants and advisors to hold in confidence all documents and information concerning the date hereof until Company furnished to Newco in connection with the Effective Time or earlier termination transactions contemplated by this Agreement in accordance with the terms of this Agreementthat certain Confidentiality Agreement entered into between the Company and Newco dated as of January 14, and subject to Applicable Law and 1997 (collectively the Clean Team "Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month").

Access to Information. (a) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementCut-Off Date, each the Company and its Subsidiaries will promptly afford to Parent and its authorized representatives for the transactions contemplated hereby and the authorized representatives of Hippo such parties and Rhino shall (i) give persons providing or committing to provide Parent or the Purchaser financing for the transactions contemplated hereby, access at all reasonable times to the other partyofficers, its counselemployees, financial advisors, auditors and other authorized representatives reasonable access to the officesagents, properties, offices and all other facilities, books and records of the business Company and its Subsidiaries as Parent may reasonably request. Additionally, the Company will promptly permit Parent and its authorized representatives for the transactions contemplated hereby, and the authorized representatives of such parties and persons providing or committing to provide Parent or the Purchaser financing for the transactions contemplated hereby to make such inspections of the HippoRx Group or the business Company and its operations at all reasonable times as it may reasonably require and will cause its officers, employees and agents, and those of the RhinoRx Group, as the case may be, (ii) its Subsidiaries to furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Parent with such financial and operating data and other information with respect to the business and properties of the Company and its Subsidiaries as such Persons Parent may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives from time to cooperate with the other party in its investigationtime request. Any No investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 ------- 6.1 shall affect or be deemed to modify any representation or warranty made by in this Agreement of any party hereunder--- hereto or any condition to the obligations of the parties hereto. (b) From Between the date hereof until and the Effective Time or earlier termination of this AgreementTime, and subject the Company shall furnish to Applicable Law and Parent, within twenty-five (25) business days after the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day end of each calendar month (commencing with June 2000), an unaudited balance sheet of the Company as of the end of the such month, provide Rhino and the related statements of earnings, stockholders' equity; and, within twenty-five (25) business days after the end of each calendar quarter, cash flows for the quarter then ended, each prepared in accordance with such unaudited generally accepted accounting principles in conformity with the practices consistently applied by the Company with respect to its monthly financial statements (which will statements. All the foregoing shall be derived from and be consistent in accordance with the books and records of HippoRx the Company and shall fairly present its Subsidiariesfinancial position (taking into account the differences between the monthly and quarterly statements prepared by such party in conformity with its past practices) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthperiod then ended. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) For a period of three (3) years after the Closing Date, upon reasonable prior written notice, Buyer and Seller 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 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 copy any of such records at its own expense. Neither Party shall be required by this Section 6.1(a) 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 Seller to dissolve the corporate entity and terminate all operations following closing and to liquidate its assets to its members and as required, to creditors, prior to the three (3) year term reflected above. (b) Seller and Buyer each agree to preserve, for at least three (3) years after the Closing Date, all material books, ledgers and other records that are (i) reasonably related to the Business or Assets and (ii) in their possession; provided, that each Party will preserve all such material books, ledgers and other records relating to Tax matters until expiration of the applicable statute of limitations. Notwithstanding the foregoing, Buyer understands that it is the intention of Seller to terminate all operations following closing and to liquidate its assets to its members and as required, to creditors, prior to the three (3) year term reflected above. (c) From and after the date hereof of this Agreement and until the Effective Time Closing Date or the earlier termination of this Agreement, Seller shall give Buyer and subject Buyer’s employees and agents, reasonable access upon reasonable notice during normal business hours to Applicable Law such information concerning the Seller and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, Business as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Buyer may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderrequest. (bd) From On and after the date hereof until Closing Date, Seller and Buyer will take all appropriate action and execute all documents, instruments or conveyances of any kind which may be reasonably necessary or advisable to carry out the Effective Time or earlier termination intent and purposes of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementCollateral Agreements, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from including putting Buyer in possession and be consistent with the books and records of HippoRx and its Subsidiaries) operating control of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthAssets. (ce) From On the thirtieth (30th) date hereof until after the Effective Time Closing Date and each thirtieth (30th) date thereafter, or earlier termination the following business date, the Seller shall provide proof of this Agreement, payment or satisfaction of any and subject to Applicable Law all liabilities and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) obligations of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day Seller, whether existing at Closing or arising thereafter. The obligation of the immediately preceding calendar monthSeller shall terminate upon the Seller’s delivery of its proof of payment or satisfaction of all liabilities and obligations of the Seller.

Access to Information. (a) From Between the date hereof until and the Effective Time or earlier termination of this AgreementTime, the Company will give Parent and subject to Applicable Law MergerSub and the Clean Team Confidentiality Agreementtheir authorized representatives (including, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors auditors, and environmental consultants) reasonable access during normal business hours to all employees, plants, offices, warehouses, and other authorized representatives reasonable access facilities and to the offices, properties, all books and records of the business Company and its subsidiaries, will permit Parent and MergerSub to make such inspections as Parent and MergerSub may reasonably require (including, any environmental audit, investigation, or study) and will cause the Company's officers and those of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) its subsidiaries to furnish to the other party, its counsel, financial advisors, auditors Parent and other authorized representatives MergerSub with such financial and operating data and other information in respect of the business, properties, and personnel of the Company and its subsidiaries as such Persons Parent or MergerSub may from time to time reasonably request and (iii) instruct its employeesrequest, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any provided that no investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 6.2(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by any party hereunderthe Company. (b) From Between the date hereof until and the Effective Time or earlier termination Time, the Company shall furnish to Parent and MergerSub (i) within five business days after the delivery thereof to management, such monthly financial statements and data as are regularly prepared for distribution to Company management, (ii) at the earliest time they are available, such quarterly and annual financial statements as are prepared for the Company's SEC filings, which (in the case of this Agreementclause (ii)), and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will shall be derived from and be consistent in accordance with the books and records of HippoRx the Company, and (iii) as soon as available but in no event later than May 30, 1999, the complete consolidated financial statements of the Company and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and subsidiaries for the month ending on fiscal year ended March 31, 1999, including footnotes, prepared in accordance with GAAP and reviewed by (but excluding the last day of opinion of) the immediately preceding calendar monthCompany's independent auditors. (c) From Each of Parent and MergerSub will hold and will cause its authorized representatives to hold in confidence all documents and information concerning the Company and its subsidiaries furnished to Parent or MergerSub in connection with the transactions contemplated by this Agreement pursuant to the terms of that certain agreement entered into between the Company and Parent dated March 2, 1999 (the "CONFIDENTIALITY AGREEMENT"). Notwithstanding the foregoing, the Company shall not be required to provide or disclose to Parent or MergerSub any documents or materials relating to any Acquisition Proposal made prior to the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthhereof.

Access to Information. (a) The Company shall permit Purchaser and its officers, directors, principals, employees, advisors, auditors, agents, bankers and other representatives (collectively, “Representatives”) to meet with its respective personnel who are responsible for its financial statements, its internal controls, and its disclosure controls and procedures to discuss such matters as Purchaser may deem reasonably necessary or appropriate for Purchaser to satisfy its obligations (if any) under the SOXA post-Closing Date. From the date hereof until the Effective Time or earlier termination of this AgreementClosing Date, the Company, Seller and subject PRMA (with respect to Applicable Law the Convenience Store) shall afford Purchaser and its Representatives reasonable access (including for inspection and copying) at all reasonable times to the Clean Team Confidentiality AgreementCompany, the Convenience Store, each of Hippo the Company’s, Seller’s and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiesPRMA’s Representatives, books and records relating to the business, assets and properties of the Company and the Convenience Store, as applicable, and shall furnish Purchaser with such financial, operating and other data and information in connection with the business of the HippoRx Group or Company and the business of the RhinoRx GroupConvenience Store, as the case may beapplicable, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Purchaser may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderrequest. (b) From On the date hereof until Closing Date, the Effective Time Company, Seller and PRMA will deliver or earlier termination cause to be delivered to Purchaser all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of this Agreementthe Company or Seller relating to the business of the Company, or in the possession of the Company or PRMA relating solely to the business of the Convenience Store; provided, that, Seller and subject PRMA may retain, at Seller’s sole cost and expense, copies of the aforementioned items (including without limitation copies of the Customer List); and provided further that Seller, PRMA and their Affiliates shall keep strictly confidential and shall not disclose any such information or use any such information for any purpose other than in connection with any Tax, audit or similar inquiry relating to Applicable Law periods prior to the Closing, the preparation of financial statements relating to the Company or the Convenience Store prior to the Closing, or the pursuit of any suit, claim, action, proceeding or investigation reasonably related to claims arising or accruing prior to the Closing. Notwithstanding the foregoing, Seller’s obligations relating to the Customer List are governed by the terms of Section 6.9(c). (c) The MGM Entities shall deliver to Purchaser promptly after they become available and in any case within twenty-five (25) days after the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day end of each calendar month, provide Rhino with such combined unaudited financial balance sheets and statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) income of the Hippo Institutional Pharmacy Business as are provided to Company and used by Hippo’s and HippoRx’s management PRMA (on a combined basis) as of and for the one (1) month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreementperiod then ended, and subject to Applicable Law and as promptly as they become available after the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day end of each calendar monthquarter, provide Hippo with such combined unaudited financial balance sheets and statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) income of the Rhino Institutional Pharmacy Business as are provided to Company and used by Rhino’s and RhinoRx’s management the Convenience Store (on a combined basis) as of and for the month ending on the last day of the immediately preceding calendar monthyear to date then ended. Such financial statements will include Retained Property.

Access to Information. (a) From the date hereof of this Agreement until the Effective Time or earlier termination of this AgreementClosing Date, Seller shall, and subject to Applicable Law shall cause the Acquired Companies to, give Buyer and the Clean Team Confidentiality Agreementits authorized Representatives, each of Hippo upon reasonable advance written notice and Rhino shall (i) give to the other partyduring regular business hours, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesall books, propertiesrecords, books personnel, officers and records other facilities and properties of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish Acquired Companies and shall cause its Representatives to reasonably cooperate with Buyer with respect to the other partyforegoing; provided, its counsel, financial advisors, auditors and other authorized representatives that any such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 access shall be conducted at Buyer’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), under the supervision of Seller’s or its Affiliates’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere unreasonably with the conduct normal operations of Seller and its Affiliates (including the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderAcquired Companies). (b) From the date hereof of this Agreement until the Effective Time or earlier termination of this AgreementClosing Date, and subject Seller shall make available to Applicable Law and Buyer (i) within sixty (60) days following the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day end of each calendar monthquarter other than the last calendar quarter of any calendar year, provide Rhino the unaudited statutory statements of PLICMI, in each case together with such any exhibits, schedules and notes thereto (the “Future Quarterly Statutory Statements”) and the unaudited quarterly GAAP consolidated financial statements of GBIG, LLC (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) “Future Quarterly GAAP Financial Statements”), in each case, as of the Hippo Institutional Pharmacy Business as are provided to end of and used by Hippo’s for such calendar quarter, and HippoRx’s management (ii) within seventy-five (75) days following the end of each calendar year, the unaudited statutory statements of PLICMI, in each case together with any exhibits, schedules and notes thereto (the “Future Annual Statutory Statements”) and the audited annual GAAP consolidated financial statements of GBIG, LLC (the “Future Annual GAAP Financial Statements”), in each case, as of and for the month ending on the last day of the immediately preceding such calendar monthyear. (c) From Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Buyer and Seller or any of its Affiliates executed on or prior to the date hereof until hereof, Seller shall have no obligation to make available to Buyer or its Representatives, or to provide Buyer or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any Company Employee, (ii) any Tax Return filed by Seller or any of their Affiliates or predecessors, or any related material, in each case not relating to any of the Effective Time Acquired Companies, or earlier termination of this Agreement(iii) any other information if Seller determines, in its reasonable judgment based on legal advice from counsel, that making such information available would (A) jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or (B) contravene any applicable Law, Governmental Order or any fiduciary duty, it being understood that, in each case, Seller shall (1) cooperate with any requests for, and subject use its reasonable best efforts to Applicable Law obtain any, waivers and the Clean Team Confidentiality Agreement(2) use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), Rhino shallin each case that would enable any otherwise required disclosure to Buyer to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthGovernmental Order or fiduciary duty.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino Company shall (i) give to the other party, Parent and its counsel, financial advisors, auditors and other authorized representatives (collectively, the "Parent Representatives") reasonable access during normal business hours to the offices, properties, books and records of the business of Company and the HippoRx Group or the business of the RhinoRx Group, as the case may beSubsidiaries, (ii) furnish to Parent and the other party, its counsel, financial advisors, auditors and other authorized representatives Parent Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, counsel and financial advisors, auditors and other authorized representatives advisors to cooperate with the other party Parent in its investigationinvestigation of its business and the business of the Subsidiaries; provided that (x) any information provided to Parent or the Parent Representatives pursuant to this Section 8.02(a) shall be subject to the Company Confidentiality Agreement and (y) Parent shall inform the Parent Representatives receiving such information of the terms of the Confidentiality Agreements and shall be responsible for any breach by such Parent Representatives of the Confidentiality Agreements; and provided further that no investigation pursuant to this Section 8.02(a) shall affect any representation or warranty given by W or the Company hereunder. Any investigation pursuant to this Section 11.05 8.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and the Subsidiaries. Notwithstanding the foregoing, Parent shall not have access to personnel records of the Company and the Subsidiaries relating to individual performance or evaluation records, medical histories or other party. No information which in the Company's good faith opinion is sensitive or knowledge obtained in the disclosure of which could subject the Company or any investigation pursuant Subsidiary to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderrisk of liability. (b) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, Parent shall (i) give the Company and subject its counsel, financial advisors, auditors and other authorized representatives other than W and W's authorized representatives (collectively, the "Company Representatives") and W and its counsel, financial advisors, auditors and other representatives (collectively, the "W Representatives") reasonable access during normal business hours to Applicable Law and the Clean Team Confidentiality Agreementoffices, Hippo shallproperties, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx Parent and the Parent Subsidiaries, (ii) furnish to the Company, the Company Representatives, W and the W Representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its Subsidiaries) employees, counsel and financial advisors to cooperate with the Company, the Company Representatives, W and the W Representatives in their investigation of its business and the business of the Hippo Institutional Pharmacy Business as are Parent Subsidiaries; provided that (w) any information provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on Company or the last day Company Representatives pursuant to this Section 8.02(b) shall be subject to the Company Confidentiality Agreement, (x) any information provided to W or the W Representatives pursuant to this Section 8.02(b) shall be subject to the W Confidentiality Agreement, (y) the Company shall inform the Company Representatives receiving such information of the immediately preceding calendar month. (c) From terms of the date hereof until Company Confidentiality Agreement and shall be responsible for any breach by such Company Representatives of the Effective Time or earlier termination of this Company Confidentiality Agreement, and subject (z) W shall inform the W Representatives receiving such information of the terms of the W Confidentiality Agreement and shall be responsible for any breach by such W Representatives of the W Confidentiality Agreement; and provided further that no investigation pursuant to Applicable Law this Section 8.02(b) shall affect any representation or warranty given by Parent hereunder. Any investigation pursuant to this Section 8.02(b) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Parent and the Clean Team Confidentiality AgreementParent Subsidiaries. Notwithstanding the foregoing, Rhino shallnone of the Company, no later than the 25th day of each calendar monthCompany Representatives, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with W or the books and W Representatives shall have access to personnel records of RhinoRx Parent and its Subsidiaries) the Parent Subsidiaries relating to individual performance or evaluation records, medical histories or other information which in Parent's good faith opinion is sensitive or the disclosure of the Rhino Institutional Pharmacy Business as are provided which could subject Parent or any Parent Subsidiary to and used by Rhino’s and RhinoRx’s management as risk of and for the month ending on the last day of the immediately preceding calendar monthliability.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, upon reasonable notice, the Sellers shall, and subject to Applicable Law and the Clean Team Confidentiality Agreement, shall cause each of Hippo their officers, directors, employees, agents and Rhino shall representatives to (i) give to afford the other partyofficers, its counselemployees and authorized agents and representatives of the Purchaser reasonable access, financial advisorsduring normal business hours, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of Sellers relating to the HippoRx Group or Business, the business of Transferred Assets, the RhinoRx Group, as Assumed Liabilities and the case may be, Newspapers and (ii) furnish to the other partyofficers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of the Purchaser such additional available financial and operating data and other information regarding the Business, Transferred Assets, the Assumed Liabilities and the Newspapers as such Persons may reasonably request and (iii) instruct the Purchaser, its officers, employees, counselauthorized agents or representatives, financial advisorsmay from time to time reasonably request; provided, auditors and other authorized representatives to cooperate however, that such access shall be provided in a manner which will not unreasonably interfere with the Business or the other party in businesses of the Sellers or any of its investigation. Any investigation pursuant to this Section 11.05 Affiliates; and provided further, however, that there shall be conducted in such manner as not no obligation to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in disclose any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderprivileged information. (b) From In order to facilitate the date hereof until evaluation, preparation, investigation, defense and resolution of any claim, litigation, proceeding or investigation (including Tax audits) made by or against any party or any of their respective Affiliates (the Effective Time “Requesting Party”), (i) in connection with any Excluded Liability or earlier termination Excluded Asset, and (ii) in connection with the preparation of this Agreementthe Purchase Price Adjustment or any financial statement, and subject Return (or any amendment thereto) or other report or document to Applicable Law and be furnished to any Governmental Authority, in any case, after the Clean Team Confidentiality AgreementClosing Date, Hippo upon reasonable notice, the other parties shall, at no later than cost to the 25th day Requesting Party, (1) afford the officers, employees and authorized agents and representatives of each calendar monththe Sellers reasonable access, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with during normal business hours, to the offices, properties, books and records of HippoRx such other party relating to the Business, the Transferred Assets, the Assumed Liabilities and the Newspapers, (2) furnish to the officers, employees and authorized agents and representatives of the Requesting Party such available additional financial and operating data and other information regarding the Business, the Transferred Assets, the Assumed Liabilities and the Newspapers as the Requesting Party may from time to time reasonably request, (3) make available to the Requesting Party the employees of such other party and its SubsidiariesAffiliates whose assistance, testimony or presence is reasonably necessary to assist the Requesting Party, including in evaluating, preparing, investigating, defending and resolving any such claims, litigation, proceedings, or investigations, including the presence of such persons as witnesses in depositions, hearings or trials for such purposes, (4) at any time after the execution of the Hippo Institutional Pharmacy Agreement, provide assistance to the Requesting Party in the preparation of audited financial statements to the extent they relate to, incorporate or rely upon any information regarding the Transferred Assets or the Business, and (5) cooperate with the Requesting Party, and cause its and its Affiliates’ officers, employees, agents and representatives so to cooperate with the Requesting Party, in connection therewith; provided, however, that such access shall be provided in a manner which will not unreasonably interfere with the Business as are provided to and used by Hippo’s and HippoRx’s management as or other businesses of and for the month ending on the last day such other party or any of the immediately preceding calendar monthits Affiliates. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, Either party agrees that it shall preserve and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the keep all books and records relating to the Transferred Assets, Assumed Liabilities and the Business in such party’s or an Affiliate’s possession for a period of RhinoRx at least six years from the Closing Date and its Subsidiaries) each other party hereto shall have the right, at their expense, to obtain copies of the Rhino Institutional Pharmacy Business as are provided to all or part of such books and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrecords.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject The Company shall provide to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall any Holder: (i) give as soon as available, but in any event no more than 90 days after the end of each fiscal year of the Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of each such fiscal year and the consolidated statements of operations, cash flows and stockholders’ equity for each such fiscal year, all audited by an independent registered public accounting firm of recognized national standing and accompanied by an opinion of such accounting firm to the other party, its counsel, effect that such consolidated financial advisors, auditors and other authorized representatives reasonable access to statements fairly present in all material respects the offices, properties, books and records financial condition as of the business end of each such fiscal year and the results of operations, cash flows and stockholders’ equity for each such fiscal year then ended of the HippoRx Group or the business of the RhinoRx Group, as the case may be, Company and its Subsidiaries in conformity with GAAP; (ii) furnish as soon as available, but in any event no more than 45 days after the end of each fiscal quarter (other than the fourth fiscal quarter) of the Company, the consolidated balance sheet of the Company and its Subsidiaries as at the end of each such quarter and the consolidated statements of operations, cash flows and stockholders’ equity of the Company and its Subsidiaries for each such quarter and the then lapsed portion of each such fiscal year then ended, all certified by the chief financial officer of the Company as fairly presenting the financial condition as of the end of each such fiscal quarter and the results of operations, cash flows and stockholders’ equity for each such fiscal quarter and lapsed portion of each such fiscal year then ended of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and normal year end audit adjustments; and (iii) instruct its employeesupon request, counselany information, other than material, non-public information, provided to the lenders under any credit facilities, indentures or similar agreements to which the Company or any Subsidiary is a party; provided, that the Company’s obligations to provide to any Holder financial advisors, auditors reports set forth in clauses (i) and other authorized representatives (ii) of this Section 3.1(a) shall not be applicable to cooperate the extent the Company files such reports in a timely manner with the other party SEC in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably compliance with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderExchange Act. (b) From To the date hereof until extent the Effective Time or earlier termination of this Agreementinformation requested by a Holder pursuant to SECTION 3.1(a)(iii) constitutes material non public information, the Company will advise the Holder that the requested information is material, non public information and subject ask the Holder to Applicable Law and confirm whether it still wishes to receive the Clean Team Confidentiality Agreementinformation. To the extent any Holder determines to receive material, Hippo shallnon-public information, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent Holder shall enter into a customary confidentiality agreement with the books Company in form and records of HippoRx substance reasonably satisfactory to the Company (and its Subsidiaries) of on terms no less onerous to such Holder than similar confidentiality agreements entered into by the Hippo Institutional Pharmacy Business as are Company), it being understood that, unless otherwise provided in the confidentiality agreement, the Company shall have no obligation to and used by Hippopublicly disclose such material, non-public information in any manner or for any purpose, including to permit such Holder to trade in the Company’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthequity securities or debt securities. (c) From the date hereof until the Effective Time or earlier termination of this AgreementThe Company shall permit, and subject shall cause each Subsidiary to Applicable Law permit, any Significant Person, at their expense, to visit and inspect the Clean Team Confidentiality AgreementCompany’s or any Subsidiary’s properties, Rhino shallto examine its books of account and records and to discuss the Company’s or any Subsidiary’s affairs, no later than the 25th day of each calendar monthfinances and accounts with its officers, provide Hippo with all at such unaudited financial statements (which will reasonable times as may be derived from and be consistent requested by such Significant Person; provided, however, that such access does not materially interfere with the books and records of RhinoRx and its Subsidiaries) operations of the Rhino Institutional Pharmacy Business as are provided to and used by RhinoCompany’s and RhinoRxor any Subsidiary’s management as of and for the month ending on the last day of the immediately preceding calendar monthbusiness.

Access to Information. (a) From Upon reasonable notice, the date hereof until Company shall (and shall cause each of the Effective Time or earlier termination Subsidiaries to) afford to officers, employees, counsel, accountants, financing sources and other authorized repre- sentatives of the Buyer ("Representatives"), in order to evaluate the transactions contemplated by this Agreement, and subject to Applicable Law and reasonable access, during normal business hours throughout the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give period prior to the other partyClosing Date, to its counselofficers, financial advisorsdirectors, auditors employees, accountants and other authorized representatives reasonable access to the officesadvisors and agents, properties, books books, records and records Contracts and, during such period, it shall (and shall cause each of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (iiSubsidiaries to) furnish promptly to the other partysuch Representatives all financial, its counsel, financial advisors, auditors operating and other authorized representatives such financial and operating data and other information concerning its business, properties and personnel as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderrequested. (b) From Buyer agrees that it will, and will cause its Repre- sentatives to, use any information obtained pursuant to this Section only in connection with the date hereof until consummation of the Effective Time or earlier termination of transactions contem- plated by this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From The Confidentiality Agreement shall apply with respect to Information, as defined therein, furnished to the date hereof until Representatives pursuant to this Section. (d) As reasonably requested by Buyer, Parent shall cause Company to provide Buyer with (i) a list of all affiliated groups within the Effective Time or earlier termination meaning of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its SubsidiariesSection 1504(a) of the Rhino Institutional Pharmacy Business as are provided Code of which the Company or the Subsidiaries have been a member and of which Parent was not the common parent corporation, (ii) a list of all Tax allocation or Tax sharing agreements to which the Company and used by Rhino’s the Subsidiaries is a party with any Person and RhinoRx’s management as of and any agreements that provide for the month Company and the Subsidiaries to indemnify any Person with respect to Taxes, (iii) a list of the federal, state and foreign income Tax Returns and other Tax Returns which are material and that were filed by the Company and each of the Subsidiaries during the three year period ending on the last day date of the immediately preceding calendar monthlatest balance sheet included with the Financial Statements indicating periods for which such Tax Returns were filed that are closed under applicable statutes of limitation, and (iv) copies of all United States federal pro forma consolidated income Tax Return information of the Company and the Subsidiaries and all material, state, local, and foreign income or franchise Tax Returns of the Company and the Subsidiaries (including only the relevant portions of Parent's Tax Returns that relate solely to the Company and the Subsidiaries) for all Tax periods ending on or after the date which is three years prior to the Closing Date. (e) Prior to September 1, 1998, the Company shall provide to Buyer a list of all material services provided to the Company or any Subsidiary by Parent or any Affiliate of Parent (other than the Company or any Subsidiary) or pursuant to Contracts between Parent or any Affiliate of Parent (other than the Company or any Subsidiary) and third parties. If requested by Buyer, Parent shall enter into an amendment to the Separation Agreement to provide, to the extent feasible and not otherwise prohibited by Law, for the continuation for a reasonable period subsequent to the Closing of any services included on such list, any such services to be provided on commercially reasonable terms. 5.3

Access to Information. Subject to the terms of the Confidentiality Agreement, during the period commencing upon the execution and delivery of this Agreement and terminating upon the earlier to occur of the Closing and the termination of this Agreement pursuant to and in accordance with Section 9.1, upon reasonable notice and during normal business hours, the Company and its Subsidiaries shall, and shall cause the officers, employees, auditors and agents of the Company and such Subsidiaries to, (a) From afford the date hereof until the Effective Time or earlier termination officers, employees and agents and representatives of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives Buyer reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, Company and its Subsidiaries and (iib) furnish to the other partyofficers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of Buyer such additional financial and operating data and other information regarding the assets, properties and business of the Company or its Subsidiaries as such Persons Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement and to facilitate the consummation of the transactions contemplated by this Agreement; provided, however, (iiii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 any such access shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business conducted by the Company or any of its Subsidiaries; (ii) any intrusive environmental testing or sampling sought to be performed on any Owned Real Property or Leased Real Property (including any tests that involve drilling, excavation, or the collection of samples of soils, groundwater, surface water, drinking water, building materials or other environmental media) shall require the prior written consent of the other party. No information Company (such consent not to be unreasonably conditioned, withheld or knowledge obtained in delayed); (iii) Buyer or any investigation pursuant to this Section 11.05 of its representatives shall affect not contact or be deemed to modify have any representation or warranty made by discussions with any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day landlords/sub-landlords, tenants/subtenants, customers, distributors, licensors, suppliers or other material business relations of the immediately preceding calendar month. (c) From Company or its Subsidiaries without the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) prior written consent of the Rhino Institutional Pharmacy Business as are provided Company (such consent not to be unreasonably conditioned, withheld or delayed); (iv) Buyer shall be responsible for any material damage to any Owned Real Property, Leased Real Property and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day any other assets or property of the immediately preceding calendar monthCompany or its Subsidiaries caused by Buyer or any of its Affiliates or representatives; and (v) the Company shall not be required to (or cause any Company Subsidiary to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in the breach of any confidentiality or similar agreement to which the Company any of its Subsidiaries is a party or the loss of attorney-client privilege (provided that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege).

Access to Information. (a) From Between the date hereof until of the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Original Agreement and the Clean Team Confidentiality AgreementClosing Date, each of Hippo and Rhino shall Seller shall, during ordinary business hours, upon reasonable notice (i) give to the other party, its counsel, financial advisors, auditors Buyer and other authorized representatives the Buyer Representatives reasonable access to all books, records, plants, offices and other facilities and properties constituting the offices, properties, books and records of Purchased Assets to which the business of the HippoRx Group or the business of the RhinoRx Group, as the case may beBuyer is not denied access by law, (ii) permit the Buyer to make such reasonable inspections thereof as the Buyer may reasonably request, (iii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Buyer with such financial and operating data and other information with respect to the Business as the Buyer may from time to time reasonably request, (iv) furnish the Buyer a copy of each material report, schedule or other document filed or received by such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives Seller with respect to cooperate the Business with the other party in its investigation. Any investigation pursuant to this Section 11.05 SEC; provided, however, that (A) any such access shall be conducted in such a manner so as not to interfere unreasonably with the operation of the Business, (B) such Seller shall not be required to take any action which would constitute a waiver of the attorney-client privilege and (C) such Seller need not supply the Buyer with any information which such Seller is under a legal obligation not to supply. Notwithstanding anything in this Section 7.4(a) to the contrary, the Buyer shall not have access to any of the Seller's customer lists, Transferring Employee Records and personnel and medical records, which in such Seller's good faith judgment is sensitive or the disclosure of which could subject such Seller to any risk of liability. (b) The Buyer and the Sellers acknowledge that they are subject to the Confidentiality Agreement. All information furnished to or obtained by the Buyer or any of the Buyer Representatives or the Sellers or any of the Sellers' Representatives pursuant to this Agreement shall be subject to the provisions of the Confidentiality Agreement and shall be treated as Confidential Information for all purposes of the Confidentiality Agreement. (c) For a period of three (3) years (subject to Section 7.10(a)) after the Closing Date, each party and its representatives shall have reasonable access to all of the books and records relating to the Business or the Purchased Assets, including, without limitation, all information pertaining to the Assumed Agreements, all Transferring Employee Records or other personnel and medical records required by law, legal process or subpoena, in the possession of the other party to the extent that such access may reasonably be required by such party in connection with the Assumed Obligations or the Excluded Liabilities, or other matters relating to or affected by the operation of the Business and the Purchased Assets. Such access shall be afforded by the party in possession of such books and records upon receipt of reasonable advance notice and during normal business hours; provided, however, that (i) any such access shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business of any party or its Affiliates, (ii) no party shall be required to take any action which would constitute a waiver of the attorney-client privilege, and (iii) no party need supply the other partyparty with any information which such party is under a legal obligation not to supply. No information The party exercising this right of access shall be solely responsible for any costs or knowledge obtained in any investigation expenses incurred by it pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any 7.4(c). If the party hereunder. (b) From the date hereof until the Effective Time or earlier termination in possession of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records shall desire to dispose of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with any such unaudited financial statements (which will be derived from and be consistent with the books and records upon or prior to the expiration of RhinoRx such period, such party shall, prior to such disposition, give the other party a reasonable opportunity at such other party's expense, to segregate and its Subsidiaries) of the Rhino Institutional Pharmacy Business remove such books and records as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthsuch other party may select.

Access to Information. (a) From the date hereof until the Effective Time Closing (or earlier termination of this Agreement), and upon reasonable notice, the Seller shall, subject to Applicable Law and the Clean Team Confidentiality Agreementapplicable Law, each of Hippo and Rhino shall (i) give to afford the other party, Purchaser and its counsel, financial advisors, auditors and other authorized representatives Representatives (A) reasonable access to the offices, properties, properties and books and records of the business Seller and (B) reasonable assistance and cooperation of the HippoRx Group or the business appropriate personnel and agents of the RhinoRx GroupSeller in the review of such books and records, as the case may be, and (ii) furnish to the other partyofficers, its counselemployees, financial advisors, auditors and other authorized representatives Representatives of the Purchaser such additional financial and operating data and other information related to the Purchased Assets and the Assumed Liabilities of the Seller (or legible copies thereof) as such Persons the Purchaser may from time to time reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with request. All requests by the other party in its investigation. Any investigation Purchaser for access pursuant to this Section 11.05 5.3(a) shall be conducted submitted or directed exclusively to the Seller or such other individuals as the Seller may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to disclose any information to the Purchaser if such manner as not disclosure would, based on the advice of counsel, (i) jeopardize any attorney-client or other legal privilege; (ii) contravene any applicable Laws or binding agreement entered into prior to interfere unreasonably with the conduct date hereof; or (iii) result in the disclosure of any confidential information of the business Seller; provided that if the Seller does not disclose any information in reliance on this sentence, the Seller shall (A) promptly provide a written notice to the Purchaser stating that it is withholding information in reliance on this sentence and (B) use commercially reasonable efforts to provide the information requested by the Purchaser in a way that does not result in any of the other party. No information consequences referred to in clauses (i), (ii) or knowledge obtained (iii) above. (a) From and after the Closing Date, in order to facilitate the resolution of any investigation pursuant claims made against or incurred by the Purchaser related to the Purchased Assets or the Assumed Liabilities, for a period of five (5) years after the Closing or, if shorter, the applicable period specified in the Seller’s bona fide document retention policy, the Seller shall, (i) retain the books and records relating to the portion of the Purchased Assets and the Assumed Liabilities relating to periods prior to the Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable 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 as the Purchaser may from time to time request; provided that the Seller shall notify the Purchaser at least forty-five (45) Business Days in advance of destroying any such books and records in order to provide the Purchaser the opportunity to copy such books and records in accordance with this Section 11.05 5.3(b). In addition, from and after the Closing Date, in order to facilitate the resolution of any claims made against or incurred by the Purchaser related to the Purchased Assets or the Assumed Liabilities, the Seller shall affect make reasonably available to the Purchaser and its Representatives those employees of the Seller and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be deemed necessary to modify assist the Purchaser in connection with its inquiries for any representation of the purposes referred to above, including the presence of such persons as witnesses in hearings or warranty made by any party hereundertrials for such purposes. (b) From and after the date hereof until hereof, prior to disseminating or otherwise disclosing any communication with any In-Scope Employee regarding commitments to compensation, benefits, or other employment-related treatment they will receive following the Effective Time or earlier termination of this AgreementClosing, the Seller shall provide the Purchaser with such communications and such communications shall be subject to Applicable Law and approval by the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthPurchaser. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From During the date hereof until the Effective Time or earlier termination of this AgreementPre-Closing Period, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives upon reasonable access to the offices, properties, books and records of the business of the HippoRx Group advance notice received from either Buyer or the business of the RhinoRx GroupParent, as the case may be, the Sellers or Buyer, respectively, shall give the other Party and its authorized representatives reasonable access, during regular business hours, to any information available to them to the extent concerning the Business and the Company Group or the businesses of Buyer and its Subsidiaries, respectively, as may reasonably be requested by such other Party, including, to the extent in the relevant Person’s possession, all Books and Records (or all books and records of Buyer and its Subsidiaries), Tax records, Tax Returns and any other Tax-related documents of the Company Group or Buyer and its Subsidiaries, respectively, and to properties, plants, offices, warehouses, Facilities and senior management of the Company and its Subsidiaries or Buyer and its Subsidiaries, respectively, such access to be provided at the sole cost and expense of the Party making such request and to be exercised in a manner that does not unreasonably interfere with the operations of any Seller, any member of the Company Group, Buyer or any of Buyer’s Subsidiaries. (b) All requests from Buyer or Parent for access pursuant to this Section 5.06 shall be directed to, with respect to Parent, the individual listed on Section 5.06(a) of the Sellers Disclosure Schedules and, with respect to Buyer, the individual listed on Section 5.06(a) of the Sellers Disclosure Schedules (or, in each case, his or her designee), and each Party providing access hereunder shall have the right to have one or more of its representatives present at all times during any access given pursuant to this Section 5.06. (c) Notwithstanding anything to the contrary in this Agreement, neither Buyer nor the Sellers shall be required to disclose any information or provide any access to any other Party or its representatives if such disclosure or access would, in Buyer’s or the Sellers’, respectively, reasonable judgment, (i) jeopardize any attorney-client or other legal privilege or immunity or protection from disclosure, (ii) furnish to violate any Contract or contravene any applicable Law or fiduciary duty (provided, however, that upon the requesting Party’s request, such other party, Party hereto shall use its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives commercially reasonable efforts to cooperate with the other party requesting Party to put in its investigationplace arrangements to permit such disclosure without violating such Contracts or contravening such Laws or fiduciary duties) or (iii) result in the disclosure of competitively-sensitive information. Any Buyer and the Sellers shall use commercially reasonable efforts to cooperate in the joint defense of any Action or investigation resulting from such disclosure’s violation of any Contract or contravention of any applicable Laws or fiduciary duty. No investigation or receipt of information by Buyer, the Sellers or their respective Affiliates pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information 5.06 or knowledge obtained in any investigation pursuant to this Section 11.05 otherwise shall affect or be deemed to modify any representation of the representations, warranties or warranty covenants of Buyer or the Sellers made by in this Agreement or any party hereunderPerson’s right to indemnification or any other remedy hereunder with respect to any breaches or inaccuracy thereof. (bd) From Notwithstanding anything to the date hereof until the Effective Time or earlier termination of contrary in this Agreement, and subject to Applicable Law and during the Clean Team Confidentiality AgreementPre-Closing Period, Hippo shall, no later than (i) without the 25th day prior written consent of each calendar month, provide Rhino with such unaudited financial statements the Sellers (which will consent may be derived from withheld for any reason), (A) Buyer shall not, and shall cause its controlled Affiliates and representatives not to, contact any Company Joint Venture or any vendor, supplier or customer of the Business or any member of the Company Group (or any other Person with whom any member of the Company Group has a business relationship) regarding the business, operations or prospects of the Business or the Company Group or this Agreement or the transactions contemplated hereby other than in the Ordinary Course, and (B) Buyer shall not conduct, or permit its authorized representatives to conduct, any invasive or subsurface investigations at any property or facility of the Company Group or Company Joint Venture without the prior written consent of the Sellers (which may be consistent with granted or withheld in Parent’s sole discretion) and (ii) without the books prior written consent of Buyer (which consent may be withheld for any reason), (A) the Sellers shall not, and records shall cause their respective controlled Affiliates and representatives not to, contact any vendor, supplier or customer of HippoRx the businesses of Buyer and its SubsidiariesSubsidiaries (or any other Person with whom any of Buyer or its Subsidiaries has a business relationship) regarding the business, operations or prospects of the Hippo Institutional Pharmacy Business as are provided businesses of Buyer and its Subsidiaries or Buyer or its Subsidiaries or this Agreement or the transactions contemplated hereby other than in the Ordinary Course, and (B) the Sellers shall not conduct, or permit their authorized representatives to and used by Hippoconduct, any invasive or subsurface investigations at any property or facility of Buyer or its Subsidiaries without the prior written consent of Buyer (which may be granted or withheld in Buyer’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthsole discretion). (ce) From the date hereof until the Effective Time or earlier termination of All information and access provided pursuant to this Agreement, and Section 5.06 shall be subject to Applicable Law and the Clean Team terms of the Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From the date hereof of this Agreement until the Effective Time or earlier termination of this AgreementClosing Date, Seller shall, and subject to Applicable Law shall cause its Affiliates to, give Buyer and the Clean Team Confidentiality Agreementits authorized Representatives, each of Hippo upon reasonable advance written notice and Rhino shall (i) give to the other partyduring regular business hours, its counsel, financial advisors, auditors and other authorized representatives reasonable access to all books, records, personnel, officers and other facilities and properties of the officesAcquired Companies other than, propertieswith respect to HLI, books (or portions thereof), records (or portions thereof), personnel, officers and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish other facilities and properties to the other partyextent relating to Unrelated HLI Assets or Unrelated HLI Liabilities, its counseland, financial advisorssolely to the extent relating to the HLA Insurance Contracts, auditors and other authorized representatives HLA, including, to the extent available with reasonable diligence, such additional financial and operating data and other information regarding or relating to the Acquired Companies, the Business, the HLI Notes, the Acquired Assets and the Assigned Lease as such Persons Buyer may reasonably request and (iii) instruct its employeesrequest; provided, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 that any such access shall be conducted at Buyer’s expense, in accordance with applicable Law (including any applicable Law relating to antitrust, competition, employment or privacy issues), under the supervision of Seller’s or its Affiliates’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere unreasonably with the conduct normal operations of Seller and its Affiliates (including the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderAcquired Companies). (b) From the date hereof until through the Effective Time or earlier termination of this AgreementClosing Date, and subject Seller shall make available to Applicable Law and Buyer (i) within sixty (60) days following the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day end of each calendar monthquarter other than the last calendar quarter of any calendar year, provide Rhino the unaudited statutory statements of each Insurance Company and HLA, in each case together with such the exhibits, schedules and notes thereto (the “Future Quarterly Statutory Statements”) and the unaudited quarterly GAAP consolidated financial statements of HLIC (which will be derived from the “Future Quarterly GAAP Financial Statements”), in each case, as of the end of and be consistent for such calendar quarter, (ii) within seventy-five (75) days following the end of each calendar year, the unaudited statutory statements of each Insurance Company and HLA, in each case together with the books exhibits, schedules and records notes thereto (the “Future Annual Statutory Statements”) and the audited annual GAAP consolidated financial statements of HippoRx and its Subsidiaries) of HLIC (the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management “Future Annual GAAP Financial Statements”), in each case, as of and for such calendar year, and (iii) as promptly as reasonably practicable following the month ending on preparation thereof, any amendments or errata to the last day of the immediately preceding calendar monthActuarial Appraisal. (c) From Notwithstanding anything to the contrary contained in this Agreement or any other agreement between Buyer and Seller executed on or prior to the date hereof until hereof, Seller shall have no obligation to make available to Buyer or its Representatives, or to provide Buyer or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any Business Employee, (ii) except as provided in Section 10.04 any Tax Return filed by Seller or any of its Affiliates (other than the Effective Time Acquired Companies) or earlier termination predecessors, or any related material or (iii) 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 or (B) contravene any applicable Law, Governmental Order or any fiduciary duty, it being understood that Seller shall (x) cooperate with any requests for, and use its reasonable best efforts to obtain, any waivers and (y) use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that would enable any otherwise required disclosure to Buyer to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law, Governmental Order or fiduciary duty. (d) Solely for purposes of this AgreementSection 7.02, and subject to Applicable Law and the Clean Team Confidentiality AgreementSpecified Third-Party Reinsurer, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) retrocessionaire under any of the Rhino Institutional Pharmacy Business as are provided Specified Third Party Reinsurance Agreements or any other potential reinsurer, counterparty or source of capital shall be deemed to and used by Rhino’s and RhinoRx’s management as be an authorized “Representative” of and for Buyer to the month ending on the last day extent set forth in Section 17 of the immediately preceding calendar monthThird-Party Reinsurance Agreement Binder.

Access to Information. (a) From After Closing, Purchaser shall provide to the date hereof until the Effective Time or earlier termination officers, employees, agents and representatives of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall Seller Indemnitees reasonable access to: (i) give the Books and Records with respect to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, Property; (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request Property; and (iii) instruct its the employees at the Property, for any purpose that is commercially necessary, including, without limitation, to prepare any documents required to be filed by Seller, Operating Tenant or any of their Affiliates under Applicable Law or to investigate, evaluate and defend any claim, charge, audit, litigation or other proceeding made by any Person or insurance company involving Seller, Operating Tenant or any of their Affiliates; provided, however, that (A) Seller Indemnitees shall provide reasonable prior written notice to Purchaser, (B) Purchaser shall not be required to provide such access during non-business hours, (C) Purchaser shall have the right to accompany the officer, employees, counselagents or representatives of Seller Indemnitees in providing access to the Books and Records, financial advisorsProperty or employees of Purchaser (or Purchaser’s manager) as provided in this Section 8.9, auditors and other authorized (D) Seller shall defend, indemnify and hold harmless Purchaser Indemnitees in accordance with ARTICLE XV from and against any Indemnification Loss incurred by Purchaser Indemnitees arising from any examinations, tests, investigations or studies of the Property conducted by Seller Indemnitees or Seller’s employees, agents or representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 8.9. Purchaser, at its cost and expense, shall be conducted in such manner as not retain all Books and Records with respect to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation each Property purchased by Purchaser pursuant to this Master Purchase and Sale Agreement for a period of seven (7) years after the Closing Date. This Section 11.05 8.9 shall affect or be deemed to modify any representation or warranty made by any party survive the initial Closing and all subsequent Closings hereunder. (b) From , as well as the date hereof until the Effective Time or earlier termination of this Master Purchase and Sale Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Subject to Section 8.06(b), during the date hereof until Pre-Closing Period, the Effective Time or earlier termination Company shall, and shall cause its Subsidiaries and Representatives to: (a) provide Parent and Parent’s Representatives with reasonable access during normal business hours to the personnel and assets of the Company and its Subsidiaries and to all existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries; and (b) provide Parent and Parent’s Representatives with such copies of the existing books, records, Tax Returns, work papers and other documents and information relating to the Company and its Subsidiaries, and with such additional financial, operating and other data and information regarding the Company and its Subsidiaries, as Parent may reasonably request. All information exchanged pursuant to this Section 8.06 shall be subject to the provisions of the Non-Disclosure Agreement, . Without limiting the generality of any of the foregoing and subject to Applicable Law and Section 8.06(b), during the Clean Team Confidentiality AgreementPre-Closing Period, each of Hippo and Rhino the Company shall promptly provide Parent upon its reasonable request with copies of: (i) give all material operating and financial reports prepared by the Company and its Subsidiaries for the Company’s senior management, including: (A) copies of the unaudited monthly consolidated balance sheets of the Company and its Subsidiaries and the related unaudited monthly consolidated statements of operations, statements of stockholders’ equity and statements of cash flows; and (B) copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports prepared for the Company’s senior management; (ii) any written materials or communications distributed by or on behalf of the Company to its stockholders; (iii) any material notice, correspondence, document or other communication sent by or on behalf of any of the Company or its Subsidiaries to any party to any Company Material Contract or sent to any of the Company or its Subsidiaries by any party to any Company Material Contract (other than any communication that relates solely to routine commercial transactions between the Company or any of its Subsidiaries and the other party to any such Contract and that is of the type sent in the ordinary course of business and consistent with past practices); (iv) any notice, report or other document filed with or sent to any Governmental Authority on behalf of any of the Company or its Subsidiaries in connection with the Offer or the Merger or any of the other Transactions; and (v) any material notice, report or other document received by any of the Company or its Subsidiaries from any Governmental Authority. (b) Notwithstanding the foregoing provisions in Section 8.06(a), the Company may restrict or otherwise prohibit access to any documents or information to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable extent that: (i) any applicable Law requires the Company to restrict or otherwise prohibit access to such documents or information; (ii) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information or would result in the offices, properties, books and records disclosure of any trade secrets of any third party; (iii) access to a Contract to which any of the business Company or its Subsidiaries is a party as of the HippoRx Group date of this Agreement or the business otherwise bound as of the RhinoRx Groupdate of this Agreement if such access would violate or cause a default under, as or give a third party the right to terminate or accelerate the rights under, such Contract; or (iv) unless otherwise required to be provided pursuant to Section 6.02, such documents or information relate directly to any Acquisition Proposal; provided, that, in the case may beof each of clauses (i) , (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii), the Company shall: (A) instruct its employees, counsel, financial advisors, auditors and other authorized representatives give reasonable notice to cooperate with Parent of the other party in its investigation. Any investigation fact that it is restricting or otherwise prohibiting access to such documents or information pursuant to this Section 11.05 8.06(b); (B) inform Parent with sufficient detail of the reason for such restriction or prohibition; and (C) use, and cause its Subsidiaries to use, reasonable best efforts to cause the documents or information that are subject to such restriction or prohibition to be provided in a manner that would not reasonably be expected to violate such restriction or prohibition. All requests for information pursuant to this Section 8.06(b) shall be directed to an executive officer of the Company or other Person that an executive officer may designate. (c) Any investigation conducted pursuant to the access contemplated by this Section 8.06 shall be conducted in such a manner as that does not to unreasonably interfere unreasonably with the conduct of the business of the other party. No information Company or knowledge obtained in its Subsidiaries or create a material risk of damage or destruction to any investigation pursuant to this Section 11.05 shall affect material property or be deemed to modify any representation material assets of the Company or warranty made by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Subject to compliance with Applicable Law, during the date hereof period from the Agreement Date and continuing until the Effective Time or earlier of the termination of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementClosing, each of Hippo and Rhino shall (i) give to the other party, Seller shall afford Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access during business hours to (A) the offices, Company’s and each Subsidiary’s properties, books personnel, books, Contracts and records and (B) all other information concerning the business, properties and personnel of the business of the HippoRx Group or the business of the RhinoRx Group, Company and each Subsidiary as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Buyer may reasonably request and (iiiii) instruct Seller shall provide to Buyer and its employeesRepresentatives true, counselcorrect and complete copies of the Company’s and each Subsidiary’s (A) internal financial statements, financial advisorsand (B) to the extent within the Company’s or TCSI’s possession, auditors Tax Returns, Tax elections and all other authorized representatives records and workpapers relating to cooperate with Taxes. For the other party avoidance of doubt, nothing in its investigation. Any investigation pursuant to this Section 11.05 paragraph shall be conducted in such manner as not construed to interfere unreasonably with require Seller to make available its income Tax Returns (or any other information relating to its Taxes that it deems confidential) for the conduct affiliated or consolidated group the parent of which is the Seller to Buyer or any other Person, but Seller shall be required to provide any available pro forma income Tax Returns of the business Company or any Subsidiary with respect to such affiliated or consolidated group. (b) Subject to compliance with Applicable Law, from the Agreement Date until the earlier of the other party. termination of this Agreement and the Closing, Seller shall confer from time to time as reasonably requested by Buyer with one or more Representatives of Buyer to discuss any material changes or developments in the operational matters of Seller and the general status of the ongoing operations of Seller. (c) No information or knowledge obtained by Buyer during the pendency of the Transactions in any investigation pursuant to this Section 11.05 6.6 shall affect or be deemed to modify any representation representation, warranty, covenant, agreement, obligation or warranty made by any party hereundercondition set forth herein. (bd) From Within five Business Days following the Agreement Date, Seller shall deliver to Buyer one or more DVDs or other digital media evidencing the documents that were made available, which shall indicate, for each document, the date hereof until that such document was first uploaded to the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthdata room. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Subject to the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo Company agrees to provide Parent and Rhino shall (i) give its Representatives, from time to time prior to the other partyEffective Time, such information as Parent shall reasonably request with respect to Company and its counselSubsidiaries and their respective businesses, financial advisors, auditors conditions and other authorized representatives reasonable operations and such access to the offices, properties, books and records and personnel of the Company and its Subsidiaries as Parent shall reasonably request, which access shall occur during normal business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors hours and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No Company or its Subsidiaries; provided that Company shall not be required to (or to cause any of its Subsidiaries to) provide such information or knowledge obtained access to the extent that doing so would violate applicable Law or any contract or obligation of confidentiality owing to a third party or result in any investigation pursuant the loss of attorney-client privilege, in which case the parties will use their Specified Efforts to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereundermake appropriate substitute disclosure arrangements. (b) From Parent and Company shall comply with, and shall cause their respective Representatives, directors, officers and employees to comply with, all of their respective obligations under the date hereof until Confidentiality Agreement, which shall survive the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent Agreement in accordance with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthterms set forth therein. (c) From and after the date hereof until hereof, Company shall provide Parent within ten (10) Business Days of the Effective Time or earlier termination end of this Agreement, such month with (1) an unaudited consolidated balance sheet of Company and subject to Applicable Law and its Subsidiaries as of the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day end of each calendar month, provide Hippo with such (2) an unaudited financial statements unconsolidated balance sheet of Company as of the end of each calendar month, (which will 3) the unaudited AOCI of Company as of the end of each calendar month, and (4) the unaudited general ledger of Company as of the end of each calendar month (collectively, the “Unaudited Monthly Financial Statements ”). The Unaudited Monthly Financial Statements shall (i) be derived from prepared from, and be consistent with in accordance with, the books and records of RhinoRx Company and its Subsidiaries, and (ii) with respect to the foregoing clauses (1) and (2), fairly present in all material respects the consolidated results of operations, and consolidated financial position of Company and the Company Subsidiaries for the respective fiscal periods or as of the Rhino Institutional Pharmacy Business as are provided respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and used by Rhinoamount). (d) Company shall, and shall cause Company’s independent auditor to, cooperate with Parent in connection with the preparation of financial statements, if any, of Company and RhinoRx’s management as of pro forma financial statements that Parent may file with the Securities and for the month ending on the last day of the immediately preceding calendar monthExchange Commission.

Access to Information. (a) From TRW shall permit, and shall cause the date hereof until other TRW Participants to permit, to the Effective Time extent permitted by law, Buyer and any of its agents, representatives, advisors and consultants to have reasonable access to the premises taking into account, among other things, the level of disruption to the operations at any facility, the number of employees at such facility and the size of such facility, and reasonable access to the non-privileged books and records of the TRW Participants related to the Business (including records and files relating to Taxes), and to the officers and employees of the TRW Entities with knowledge of the whereabouts and/or contents of such books and records; provided, such access does not interfere with the conduct of, or earlier termination otherwise disrupt, the Business or the other businesses of TRW and is consistent with applicable laws and regulations (including, without limitation, industrial security and export control laws and regulations); provided, further, that any such access shall occur after reasonable notice and during normal business hours. In an effort to prevent any interference or disruption caused by such access, TRW may, at its sole discretion, reasonably limit the number of individuals and the number of visits to its facilities. Buyer shall coordinate all such access with a TRW employee who will be identified to Buyer promptly after the execution of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each shall not directly or indirectly contact any other employee of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records TRW or of the business Business without the prior approval of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderdesignated employee. (b) From Any information regarding the date hereof until Business or Assets heretofore or hereafter obtained from TRW or its Subsidiaries or Affiliates by Buyer or their representatives shall be subject to the Effective Time or earlier termination terms of this the Confidentiality Agreement, and subject to Applicable Law such information shall be held in confidence by Buyer and its representatives in accordance with the Clean Team terms of the Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From If requested by Buyer, TRW shall allow Ernst & Young LLP personnel who are familiar with the date hereof until Business, on behalf of Buyer, to conduct as promptly as practicable following the Effective Time or earlier termination Closing Date an audit of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of of, and for the month ending on twelve months ended, December 31, 2000 and December 31, 2001, and shall cooperate with the last day conduct of the immediately preceding calendar monthsuch audit. The cost of such audit shall be borne by Buyer.

Access to Information. 1ST BANCORP shall permit German American reasonable access, in a manner which will avoid undue disruption or interference with 1ST BANCORP's normal operations, to its, the Bank's, and the Subsidiaries' properties and shall disclose and make available to German American all books, documents, papers and records relating to its, the Bank's, and the Subsidiaries' assets, stock ownership, properties, operations, obligations and liabilities, including, but not limited to, all books of account (a) From including general ledgers), tax records, minute books of directors' and shareholders' meetings, organizational documents, material contracts and agreements, loan files, filings with any regulatory authority, accountants' workpapers, litigation files, plans affecting employees, and any other business activities or prospects in which German American may have an interest in light of the transactions contemplated by this Agreement. During the period from the date hereof until of this Agreement to the Effective Time Time, 1ST BANCORP will cause one or earlier termination more of its, the Bank's, or the Subsidiaries' designated representatives to confer on a regular basis with the President of German American, or any other person designated in a written notice given to 1ST BANCORP by German American pursuant to this Agreement, and subject to Applicable Law report the general status of the ongoing operations of 1ST BANCORP, the Bank, and the Clean Team Confidentiality AgreementSubsidiaries. 1ST BANCORP will promptly notify German American of any material change in the normal course of the operation of its business or properties and of any regulatory complaints, each investigations or hearings (or communications indicating that the same may be contemplated), or the institution or the threat of Hippo litigation involving 1ST BANCORP, the Bank, or any of the Subsidiaries, and Rhino shall (i) give will keep German American fully informed of such events. German American hereby understands and agrees that all books, documents, papers and records relating to 1ST BANCORP's, the other partyBank's, its counseland the Subsidiaries' assets, financial advisors, auditors and other authorized representatives reasonable access to the officesstock ownership, properties, books operations, obligations and records of the business of the HippoRx Group liabilities which it obtains, receives, reviews or the business of the RhinoRx Group, as the case may be, (ii) furnish has access to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 4.08 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law the Confidentiality Agreement between 1ST BANCORP and the Clean Team German American ("Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month"). (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. 4.1 The University shall provide the President of the Association within twenty (20) days of a written request to the Xxxxxxx from the President of the Association, all information which is reasonably required by the Association for the purpose of negotiating an Agreement. 4.2 The President of the University shall provide the Association with the following specific information: (a) From on the same date hereof until each year that the Effective Time or earlier termination University submits the annual full-time faculty report (October) and annual part-time faculty report (December) to Statistics Canada, the President of this Agreementthe University will provide to the President of the Association a list of all Members including, name, date of birth, rank, gender, years of service, type of appointment, year of appointment, current salary, year of first and last degree, highest degree earned, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as in the case may beof change, (ii) furnish to the other party, its counsel, financial advisors, auditors additional degree and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct type of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder.appointment; (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day by July 1 of each calendar monthyear, provide Rhino with such unaudited financial statements (which will be derived a list of academic staff excluded from and be consistent with membership in the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.Association; (c) From at the date hereof until same time they are sent to the Effective Time members of the Board of Governors, the agendas, meeting materials and minutes of open meetings of the Board of Governors. At the same time they are sent to the members of Senate, the agendas, meeting materials and minutes of open meetings of Senate; (d) within twenty (20) days of Board of Governors approval, the names of Members who have been granted renewal or earlier termination of this Agreementchange in appointment, tenure or continuing appointment, or promotion, and subject to Applicable Law statistical data regarding the number of such applications that have been denied; (e) within twenty (20) days of approval, the names of all members who have been granted leave such as sabbatical or study leave or other; (f) within twenty (20) days the names of persons appointed as replacements for members on leave; (g) the Vice-President External Relations will ensure that a copy of the University Policy Manual and updates will be available on the Web in a searchable format; (h) a current list of the members of the Board of Governors including name, term and type of appointment, and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day Board of Governors committees on which they serve; (i) a copy of master policies of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business benefit plans specified in Article 4.3; (j) the University agrees to report to the Association in such a way as to not breach confidentiality of individuals, all problems arising with respect to the application of benefits plans to the Membership; (k) the Xxxxxxx will inform the Association when Members are provided to and used by Rhino’s and RhinoRx’s management as of and for no longer in the month ending on the last day employ of the immediately preceding calendar month.University, including last date worked; (l) by March 1, an anonymous record of each committee’s vote on each candidate for tenure and promotion (per Article

Access to Information. (a) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementClosing, each of Hippo Seller agrees to provide to Buyer and Rhino shall (i) give to the other party, its counselemployees, financial advisors, auditors attorneys and other authorized representatives accountants reasonable access to the officesoffices and properties where Seller conducts the Business and the Books and Records, propertiesupon reasonable prior notice, books during normal business hours, under Seller’s supervision and records at Buyer’s expense, in order to conduct a review of the Transferred Assets and the Business; provided, however, that nothing in this Section 5.01(a) shall be deemed to require any Party to disclose any information that it is prohibited from disclosing under any non-disclosure agreement entered into prior to the date of this Agreement or in the ordinary course of business after the date of this Agreement. Each of the HippoRx Group or the business of the RhinoRx GroupParties hereto will hold, as the case may be, (ii) furnish to the other party, and will cause its counselemployees, financial advisors, auditors attorneys and other authorized representatives such financial accountants to hold, in confidence all documents and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives furnished to cooperate it by or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement and the other party in its investigation. Any investigation Acquisition Documents pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct terms of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderConfidentiality Agreement. (b) From Buyer shall maintain for six years after the date hereof until Closing Date all of the Effective Time or earlier termination of this AgreementBooks and Records. After the Closing, Buyer shall provide Seller and subject its employees, financial advisors, attorneys and accountants, during normal business hours and upon reasonable notice from Seller, with reasonable access to Applicable Law the Books and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from Records and be consistent with the ability to make, retain and use copies of such books and records of HippoRx and its Subsidiaries) records. If, at any time after the sixth anniversary of the Hippo Institutional Pharmacy Business as are provided Closing Date, Buyer proposes to and used by Hippo’s and HippoRx’s management as dispose of and for the month ending on the last day any of the immediately preceding calendar monthBooks and Records, Buyer shall first offer to deliver the same to Seller at the expense of Seller. (c) From Following the Closing, each Party (the “Possessing Party”) will afford the other Party (the “Receiving Party”), its employees, financial advisors, attorneys and accountants, during normal business hours and upon reasonable notice from the Receiving Party, reasonable access to information relating to the Transferred Assets, the Assumed Liabilities and the Business in the Possessing Party’s possession and, to the extent reasonably requested, will provide copies and extracts therefrom, all to the extent that such access may be reasonably required by the Receiving Party in connection with (i) the preparation of Tax Returns, (ii) compliance with the requirements of any Governmental Authority, (iii) the resolution of claims made by a third party against or incurred by Seller or Buyer pertaining to the Transferred Assets, the Assumed Liabilities or the Business, or (iv) the preparation by Buyer of financial statements relating to the Business, the Transferred Assets and the Assumed Liabilities to be filed with the SEC; provided, however, that nothing in this Section 5.01(c) shall be deemed to require any Party to disclose any information that it is prohibited from disclosing under any non-disclosure agreement entered into prior to the date hereof until of this Agreement or in the Effective Time or earlier termination ordinary course of business after the date of this Agreement, . The Receiving Party shall reimburse the Possessing Party for reasonable out-of-pocket costs and subject to Applicable Law expenses incurred by the Possessing Party in providing such information and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with in rendering such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthassistance.

Access to Information. (a) From Until the date hereof until earlier of the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementClosing Date, each of Hippo (1) the Company will afford Parent and Rhino shall (i) give to the other partyits accountants, its counsel, financial advisors, auditors counsel and other authorized representatives reasonable access during normal business hours to (A) all of the offices, properties, books books, contracts, commitments and records of the business Company and its Subsidiaries and (B) all other information concerning the business, intellectual property, properties and personnel of the HippoRx Group or Company and its Subsidiaries as Parent may reasonably request, and (2) the business Company will provide to Parent and its accountants, counsel and other representatives true, correct and complete copies of internal consolidated financial statements promptly upon request. The Company will not, and will cause its Subsidiaries not to, remove any of the RhinoRx Group, as documents from the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating electronically accessible data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate room provided in connection with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with Transactions (the conduct “Data Room”). (b) Until the earlier of the business termination of this Agreement and the Closing Date, the Company will cause the officers, counsel or other representatives of it and its Subsidiaries to notify Parent of any changes or developments the Company determines to be material in the operational matters of the other party. Company and its Subsidiaries and the general status of the ongoing business and operations of the Company and its Subsidiaries. (c) No information or knowledge obtained in any investigation pursuant to in accordance with this Section 11.05 shall affect 4.3 will, or will be deemed to (1) limit, modify or otherwise affect any representation or warranty made by contained herein or in the Related Agreements or any party hereunderparty’s rights hereunder (including rights under Article 7) or (2) cure, or operate as a waiver of, any inaccuracy in or breach of any representation or warranty, including for purposes of determining whether or not the conditions to the obligations of the parties to this Agreement have been satisfied. (bd) From The Company will (1) notify Parent in writing after learning of any material Action by any Person initiated against the Company or any of its Subsidiaries (a “New Litigation Claim”); and (2) notify Parent of ongoing material developments in any New Litigation Claim and any Action that was existing prior to the date hereof until (including the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthLitigations). (ce) From Without limiting the date hereof until foregoing, the Effective Time or earlier termination of this AgreementCompany will, and subject will cause each of its Subsidiaries to, promptly notify Parent if the Company or any of its Subsidiaries has received any correspondence asking or inviting the Company or any of its Subsidiaries to Applicable Law and enter into a Patent license or similar agreement, to pay for or obtain a release for Patent infringement, or otherwise to enter into other arrangements with respect to the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day Patents of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthany other Person.

Access to Information. (a) From During the period from the date hereof of this Agreement and continuing until the Effective Time or earlier of the termination of this AgreementAgreement or the Closing Date, and subject to Applicable Law upon reasonable notice, Seller and the Clean Team Confidentiality Agreement, Canadian Subsidiary will (and will cause each of Hippo and Rhino shall (iits Subsidiaries to) give afford to the other partyofficers, its employees, counsel, financial advisors, auditors accountants and other authorized representatives of Purchaser reasonable access during normal business hours to the officesall properties, propertiespersonnel, books and records of relating to the business of North America Business, the HippoRx Group or Transferred Assets and the business of the RhinoRx Group, as the case may be, (ii) Assumed Liabilities and furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such Persons such financial and operating data and other information concerning the North America Business, the Transferred Assets and the Assumed Liabilities, as such Persons may will from time to time reasonably request and (iii) instruct its the officers, directors, employees, counselcounsel and financial advisors of Seller and its Subsidiaries to discuss the North America Business, financial advisors, auditors the Transferred Assets and other authorized representatives to the Assumed Liabilities and otherwise fully cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and its Subsidiaries; provided, however, that any such access shall be conducted at a reasonable time under the other party. No information supervision of personnel of the Seller or knowledge obtained in its Subsidiaries, as the case may be; provided, further, however, that neither Purchaser nor its representatives shall (i) have the right to conduct any investigation pursuant intrusive environmental investigations of any nature including any soil, water, air or structural sampling at the North America Business or any property related thereto; or (ii) subject to this Section 11.05 Article VII, communicate to Seller’s employees or customers, directly or indirectly, without the prior consent of Seller (which consent shall affect or not be deemed to modify any representation or warranty made by any party hereunderunreasonably withheld). (b) From At the date hereof until the Effective Time or earlier termination of this AgreementClosing and for a reasonable time following Closing, and subject to Applicable Law not less than 24 months, Seller and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day Canadian Subsidiary shall make available to Purchaser copies of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the all books and records of HippoRx relating to the North America Business, and sales literature, product information, employment records and files and other information and/or data related to or used by Seller and its Subsidiaries) Subsidiaries in, or that arise out of, the operation of the Hippo Institutional Pharmacy North America Business as and are provided to and used by Hippo’s and HippoRx’s management as of and for not included in the month ending on Records, that the last day of the immediately preceding calendar monthPurchaser may reasonably request. (c) From Subject to Section 6.4(e) and Section 10.15, nothing herein shall require the Seller to disclose any information to Purchaser if such disclosure would, in its reasonable judgment (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the date hereof until the Effective Time or earlier termination of this AgreementAgreement (including any confidentiality agreement to which it or its Affiliates is a party); provided, and subject to Applicable Law and the Clean Team Confidentiality Agreementhowever, Rhino shall, no later than the 25th day of each calendar month, that Seller shall provide Hippo Purchaser with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) notice of the Rhino Institutional Pharmacy Business information so withheld and, to the extent requested by Purchaser, shall cooperate with Purchaser to implement such arrangements as are provided may be necessary in order to permit such disclosure without resulting in the effects specified in clauses (i) and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month(ii).

Access to Information. (a) From To the extent permitted by Law, between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementClosing Date, each of Hippo Seller will, during ordinary business hours and Rhino shall upon reasonable notice, (i) give to the other party, its counsel, financial advisors, auditors Buyer and other authorized representatives Buyer’s Representatives reasonable access to the offices, Purchased Assets and those of its properties, books contracts and records used principally in the Business or principally related to the Purchased Assets, to which Seller has the right to grant access without the consent of the business of the HippoRx Group or the business of the RhinoRx Group, as any other Person (and in the case where consent of another Person is required, only on such terms and conditions as may be, be imposed by such other Person); (ii) permit Buyer to make such reasonable inspections thereof (including but not limited to surveys thereof) as Buyer may reasonably request; (iii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; (iv) grant Buyer access to such Persons officers and employees of Seller as Buyer may reasonably request in connection with obtaining information regarding the Business or the Purchased Assets, including with respect to any environmental matters, regulatory matters and financial information; (v) furnish Buyer with copies of surveys, legal descriptions of real property and easements, contracts, leases and other documents with respect to the Purchased Assets in Seller’s possession and reasonable control; (vi) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed by Seller with, or received by Seller from, any Governmental Entity; and (iiivii) instruct its employeesfurnish Buyer all information concerning the Business Employees or Covered Individuals as reasonably requested; provided, counselhowever, financial advisorsthat (A) any such investigation will be conducted, auditors and other authorized representatives any such access to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall officers and employees of Seller will be conducted exercised, in such a manner as not to interfere unreasonably with the conduct operation of the business Business or any other Person, (B) Buyer will indemnify and hold harmless Seller from and against any Losses caused to Seller by any action of Buyer or Buyer’s Representatives while present on any of the Purchased Assets or other party. No information or knowledge obtained premises to which Buyer is granted access hereunder (including restoring any of the Real Property to the condition substantially equivalent 1- LA/903877.26 to the condition such Real Property was in prior to any investigation pursuant of environmental matters), (C) Seller will not be required to take any action which would constitute a waiver of the attorney-client privilege, and (D) Seller need not supply Buyer with any information which Seller is under a contractual or other legal obligation not to supply; provided, however, if Seller relies upon clauses (C) or (D) as a basis for withholding information from disclosure to Buyer, to the fullest extent possible without causing a waiver of the attorney-client privilege, or a violation of a contractual or legal obligation, as the case may be, Seller will provide Buyer with a description of the information withheld and the basis for withholding such information. Notwithstanding anything in this Section 8.2 to the contrary, (x) Buyer will not have access to personnel and medical records if such access could, in Seller’s good faith judgment, subject Seller to risk of liability or otherwise violate the Health Insurance Portability and Accountability Act of 1996, and (y) any investigation of environmental matters by or on behalf of Buyer will be limited to visual inspections and site visits commonly included in the scope of “Phase 1” level environmental inspections, and Buyer will not have the right to perform or conduct any other sampling or testing at, in, on, or underneath any of the Purchased Assets. Seller acknowledges and agrees that except for the information disclosed in Schedules 1.1-B, 3.1(a), 5.3(b), 5.5(a), 5.5(b), 5.8, 5.10(b), 5.10(c), 5.11, 5.14, 8.8(d)(ii)(D) and 8.8(d)(ii)-A to this Section 11.05 shall affect Agreement, Buyer may include such information relating to the Business and the Purchased Assets as reasonably necessary in filings with the SEC, including in one or be deemed to modify any representation or warranty made more registration statements filed by any party hereunderBuyer in connection with obtaining the Buyer Financing. (b) From the date hereof Unless and until the Effective Time transactions contemplated hereby have been consummated, Buyer will, and will cause its Affiliates and Buyer’s Representatives to, hold in strict confidence and not use or earlier termination disclose to any other Person all Confidential Information. “Confidential Information” means all information in any form heretofore or hereafter obtained from Seller in connection with Buyer’s evaluation of the Business or the negotiation of this Agreement, whether pertaining to financial condition, results of operations, methods of operation or otherwise, other than information which is in the public domain through no violation of this Agreement or the Confidentiality Agreement by Buyer, its Affiliates, or Buyer’s Representatives. Notwithstanding the foregoing, Buyer may disclose Confidential Information to the extent that such information is required to be disclosed by Buyer by Law or in connection with any proceeding by or before a Governmental Entity, including any disclosure, financial or otherwise, required to comply with any SEC rules. In the event that Buyer believes any such disclosure is required, Buyer will give Seller notice thereof as promptly as possible and subject will cooperate with Seller in seeking any protective orders or other relief as Seller may determine to Applicable Law be necessary or desirable. In no event will Buyer make or permit to be made any disclosure of Confidential Information other than to the extent Buyer’s legal counsel has advised in writing is required by Law, and Buyer will use its reasonable best efforts to assure that any Confidential Information so disclosed is protected from further disclosure to the Clean Team Confidentiality Agreementmaximum extent permitted by Law. If the transactions contemplated hereby are not consummated, Hippo shallBuyer will promptly upon Seller’s request, no later destroy or return to Seller all copies of any Confidential Information, including any materials prepared by Buyer or Buyer’s Representatives incorporating or reflecting Confidential Information, and an officer of Buyer shall certify in writing compliance by Buyer with the foregoing. Seller acknowledges and agrees that this Agreement (other than the 25th day of each calendar monthinformation disclosed in Schedules 1.1-B, provide Rhino with such unaudited financial statements (which will 3.1(a), 5.3(b), 5.5(a), 5.5(b), 5.8, 5.10(b), 5.10(c), 5.11, 5.14, 8.8(d)(ii)(D) and 8.8(d)(ii)-A to this Agreement) shall not be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and considered Confidential Information for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination purposes of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthSection 8.2(b).

Access to Information. (a) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementClosing Date, each of Hippo PLAC, PFG and Rhino SFC shall (i) cause the Companies, Services and PCFS to give to the other party, Buyer and its counsel, financial advisors, auditors accountants and other authorized representatives and agents, full access, during regular business hours and upon reasonable access advance notice, to the officesany and all of their respective premises, properties, contracts, books and records records, and will cause their respective officers and employees to furnish to Buyer and its representatives, except where prohibited by law, any and all data and information pertaining, directly or indirectly, to the Companies, the ConLife Employees, the PCFS Employees and the PCFS Assets that Buyer shall from time to time reasonably request, and shall permit Buyer and its representatives to make extracts and copies thereof. Buyer shall not exercise its rights under this Section 5.3(a) in such a manner as to unreasonably interfere with the ordinary operations of any of the business of the HippoRx Group Companies, Services or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderPCFS. (b) From As part of the date hereof until the Effective Time or earlier termination of this Agreementforegoing review, PennLife shall, and subject PFG and PLAC shall cause PennLife to, retain and permit the Reserves Consultants to Applicable Law and conduct independent reviews of all insurance reserves of PennLife (other than life insurance reserves) (the Clean Team Confidentiality Agreement"PennLife Insurance Reserves"), Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided including but not limited to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthdisability income claim reserves. (c) From If the date hereof until transactions contemplated herein are consummated, Buyer covenants and agrees that it shall preserve and keep the Effective Time records of the Companies delivered to it hereunder for a period of seven years from the Closing Date, and shall make such records available to PLAC, PFG and SFC (without charge, other than reasonable photocopying expenses if copies are so requested by PFC, PLAC or earlier termination SFC), as reasonably requested by PLAC, PFG and SFC in connection with any legal proceedings by or against, or governmental investigations of, PLAC, PFG and SFC or any of their affiliates, or in connection with any tax examination of PLAC, PFG and SFC or any consolidated group of which any of them was a part or for any other proper business purpose of PLAC, PFG or SFC or their affiliates. (d) If the transactions contemplated herein are consummated, Buyer, Sellers and the Companies jointly covenant and agree that, from and after the Closing Date, each will use its reasonable best efforts to cooperate with each other in connection with (i) the preparation of any Tax Return described in Section 5.17(e) or 5.17(f) of this Agreement and (ii) any action, suit, proceeding, investigation or audit of any of them relating to any Tax liability that may be the subject of indemnification under Article VIII of this Agreement. In furtherance thereof, and subject to Applicable Law Buyer, Sellers and the Clean Team Confidentiality AgreementCompanies further covenant and agree to promptly respond to all inquiries related to such matters and to provide, Rhino shallto the extent reasonably possible, no later than the 25th day substantiation of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from transactions and be consistent with the books to make available and records of RhinoRx furnish appropriate documents and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthpersonnel in connection therewith.

Access to Information. (a) From Subject to Section 4.2(d), from the date hereof until the Effective Time or earlier termination of this AgreementAgreement to the Closing, Seller will, and subject to Applicable Law and the Clean Team Confidentiality Agreement, will cause each of Hippo and Rhino shall its Subsidiaries, to (i) give to the other party, Purchaser and its counsel, financial advisors, auditors and other authorized representatives reasonable access to all the books, records, personnel, offices, propertiesproperties and other facilities relating to the Business, books or expected to be used in connection with the provision of transitional services under any Collateral Agreement, and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may beto Seller's accountants, (ii) permit Purchaser to make such copies and inspections thereof as Purchaser may reasonably request, (iii) permit Purchaser to visit major customers of the Business and (iv) cause the officers of Seller to furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Purchaser with such financial and operating data and other information with respect to the Business as Purchaser may from time to time reasonably request; provided, however, that any such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 access shall be conducted at a reasonable time, upon reasonable prior notice, under the supervision of Seller's personnel and in such a manner as to maintain the confidentiality of this Agreement and the transactions contemplated hereby and not to interfere unreasonably with the conduct normal operation of the Business or other business operations of Seller. Seller will keep Purchaser generally informed as to the affairs of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderBusiness. (b) From the date hereof until the Effective Time or earlier termination of this AgreementAgreement to the Closing, and subject to Applicable Law and on or before the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th 20th day of each calendar month, provide Rhino with such Seller shall deliver to Purchaser unaudited consolidated financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of at and for the month monthly period ending on the last day of the immediately preceding calendar monthmonth (the "Subsequent Monthly Financial Statements"), which shall include a balance sheet and management statement of earnings before interest and income taxes. At the time that the Subsequent Monthly Financial Statements are delivered to Purchaser, Seller shall by such delivery be deemed to have made the representations and warranties to Purchaser with respect to such Subsequent Monthly Financial Statements set forth in Section 2.5; provided, that for all purposes of this Agreement, Seller shall be deemed to have made such representations and warranties to Purchaser with respect to the Subsequent Monthly Financial Statements for each monthly period as of the date of delivery of such financial statements and as of the Closing Date. (c) From the date hereof of this Agreement to the Closing, Seller shall deliver to Purchaser on a weekly basis a true and correct copy of Seller's daily activity report of sales and order activity for each of the Pickles Business and the Sauce Business in the format set forth on Exhibit 4.8(c). (d) To simplify and expedite post-closing transition of the Business and the Acquired Assets, promptly following the date of this Agreement Purchaser shall select, contract with, and pay a third party ("Contractor") to review Seller's Promotion and Price Data, as hereinafter defined. "Promotion and Price Data" shall mean Seller's data, books, records, computer software and hardware, software programs and related materials containing Seller's customer prices and promotions information for the Business, including but not limited to national prices and deals as well as customer-specific promotional and price activity. Seller shall make the Promotion and Price Data available to Contractor promptly following the date of this Agreement. Contractor shall manage and perform the transfer, migration and conversion of the Promotion and Price Data to a separate database on a SAP software system (the "Independent Database"), which activity of Contractor shall require mapping development, data collection and data input tasks. Contractor shall continually update the Independent Database until Closing or the Effective Time or earlier termination of this Agreement. The Independent Database shall be technically developed, maintained and subject supported by Contractor's personnel and such Independent Database shall not be accessible to Applicable Law Purchaser or any employees or agents of Purchaser, except for certain specified employees of Purchaser's Information Technology and Master Data Maintenance units. Such employees of Purchaser with access to the Independent Database shall be limited in number and shall be mutually agreed upon between Purchaser and Seller. Contractor and the Clean Team Confidentiality Agreementmutually agreed employees of Purchaser with access to the Independent Database shall execute confidentiality agreements with Seller prohibiting the exchange, Rhino shalldissemination or discussion of any and all elements of the data exchange process or the Independent Database to other personnel of Purchaser. The mutually agreed employees of Purchaser with access to the Independent Database may receive updates on Contractor's activities and have access to the Independent Database for the purpose of quality assurance and supervision of Contractor only. Seller, no later than at its option, may attend all meetings and participate in all communications between Contractor and the 25th day mutually agreed employees of each calendar monthPurchaser with access to the Independent Database. At the Closing, the Independent Database shall be delivered to Purchaser as part of the Acquired Assets. If this Agreement is terminated and the Closing does not occur, the Independent Database shall be destroyed by Contractor, as certified by Contractor to Seller and Purchaser in writing. Seller shall cooperate with Contractor and provide Hippo Contractor with such unaudited financial statements (which will be derived from access to the Promotion and be consistent Price Data and with knowledgeable employees of Purchaser relating to the Promotion and Price Data to facilitate the creation of the Independent Database in accordance with the books timetable set forth in Exhibit 4.8(d) attached hereto and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthmade a part hereof.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, Seller and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino its Subsidiaries shall (i) give to the other party, Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives reasonable access to the offices, properties, books and records of the business of Seller and its Subsidiaries relating to the HippoRx Group or the business of the RhinoRx Group, as the case may beBusiness, (ii) furnish to the other party, Buyer and its counsel, financial advisors, auditors and other authorized representatives Representatives such financial and operating data and other information relating to the Business as such Persons may reasonably request and (iii) instruct the Representatives of Seller and its employees, counsel, financial advisors, auditors and other authorized representatives Subsidiaries to cooperate with Buyer in its investigation of the Business. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by Seller in this Agreement or any right of any Buyer Indemnitee to indemnification under Article VII. The foregoing shall be subject to the Confidentiality Agreement. (b) Seller and Buyer shall preserve until the sixth anniversary of the Closing Date all records possessed or to be possessed by such party relating to the Business, including its assets and Liabilities, prior to the Closing. After the Closing Date, where there is a Legitimate Business Purpose, such party shall provide the other party with access, upon prior reasonable written request specifying the need therefore, during regular business hours, to (i) the officers and employees of such party and (ii) the books of account and records of such party, but, in each case, only to the extent relating to the Business prior to the Closing, and the other party and its investigation. Any investigation pursuant Representatives shall have the right to this Section 11.05 make copies of such books and records at their sole cost; provided, however, that the foregoing right of access shall not be conducted exercisable in such a manner as not to interfere unreasonably with the conduct normal operations and business of the business such party and all confidential information of the other partyparty shall be treated as confidential and shall not be disclosed to any other Person except as may be required by law. No information or knowledge obtained in any investigation pursuant Such records may nevertheless be destroyed by a party if such party sends to this Section 11.05 shall affect or be deemed the other party written notice of its intent to modify any representation or warranty made by any party hereunder. (b) From destroy records, specifying with particularity the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) contents of the Hippo Institutional Pharmacy Business as are provided records to and used by Hippobe destroyed. Such records may then be destroyed after the 30th day after such notice is given unless the other party objects to the destruction in which case the party seeking to destroy the records shall deliver such records to the objecting party at the objecting party’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthcost. (c) From Following the date hereof until the Effective Time or earlier termination of this AgreementClosing, Seller and its Subsidiaries shall permit Buyer and its Affiliates to pursue, and subject shall use their reasonable best efforts to Applicable Law assist Buyer and its Affiliates in their pursuit of, any claims under any insurance policies of Seller or any of its Subsidiaries with respect to the Clean Team Confidentiality Agreementoperation of the Business prior to the Closing (including, Rhino shallif necessary, no later than making any such claims in the 25th day name of each calendar monthSeller or any of its Subsidiaries, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx benefits payable to Buyer and its Subsidiaries) of Subsidiaries or Affiliates), to the Rhino Institutional Pharmacy Business as are provided extent such claims relate to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthPurchased Assets or Assumed Liabilities.

Access to Information. Upon reasonable notice, each of Buyer and Company shall afford to each of the other and its respective accountants, counsel and other representatives, reasonable access during normal business hours during the period prior to the Effective Time to: (a) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo Buyer and Rhino shall (i) give to the other party, Company and its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, respective Subsidiaries' properties, books books, Contracts, commitments and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors records; and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) From all other information concerning the date hereof until business, properties and personnel of each of Buyer and Company and its respective Subsidiaries, as each of Buyer and Company may reasonably request. Buyer and Company agree to provide to each other and their respective accountants, counsel and other representatives copies of internal financial statements promptly upon request. Until the Effective Time Closing, on or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than before the 25th day of each calendar month, provide Rhino with such unaudited commencing on October 25, 2002, Company shall deliver to Buyer separate unaudited, consolidated and internally prepared financial statements (which will be derived from and be consistent with the books and records of HippoRx Company and its Subsidiaries) of the Hippo Institutional Pharmacy Business Subsidiaries as are provided to and used by Hippo’s and HippoRx’s management as of at and for the month monthly period ending on the last day of the immediately preceding calendar month. month (c) From the date hereof until "Subsequent Monthly Company Financial Statements"), which shall include a balance sheet and a statement of income. The Subsequent Monthly Company Financial Statements shall be prepared in accordance with GAAP consistently applied during the Effective Time or earlier termination of this Agreementperiods involved, except as otherwise noted therein, and subject to Applicable Law the absence of notes and normal quarterly and year-end adjustments that have not been and are not anticipated to be material in amount. Until the Clean Team Confidentiality AgreementClosing, Rhino shall, no later than on or before the 25th day of each calendar month, provide Hippo with such unaudited commencing on October 25, 2002, Buyer shall deliver to Buyer separate unaudited, consolidated and internally prepared financial statements (which will be derived from and be consistent with the books and records of RhinoRx Buyer and its Subsidiaries) of the Rhino Institutional Pharmacy Business Subsidiaries as are provided to and used by Rhino’s and RhinoRx’s management as of at and for the month monthly period ending on the last day of the immediately preceding calendar monthmonth (the "Subsequent Monthly Buyer Financial Statements"), which shall include a balance sheet and a statement of income. The Subsequent Monthly Buyer Financial Statements shall be prepared in accordance with GAAP consistently applied during the periods involved, except as otherwise noted therein, and subject to the absence of notes and normal quarterly and year-end adjustments that have not been and are not anticipated to be material in amount.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementUpon reasonable notice, each of Hippo TMR and Rhino the Company shall, and TMR shall (i) give cause its Subsidiaries to, afford to the other partyofficers, its directors, employees, accountants, counsel, investment bankers, financial advisors, auditors consultants and other authorized representatives of the other (collectively, "Representatives") reasonable access access, during normal business hours throughout the period prior to the officesEffective Time, to all of its properties, books books, contracts, commitments and records records, including, but not limited to, Tax Returns, but excluding (i) that information that is restricted by applicable confidentiality and secrecy agreements, (ii) that information that a party may be restricted from disclosing under applicable law, and (iii) the corporate proceedings of the business of the HippoRx Group TMR or the business of the RhinoRx Group, Company (as the case may be) in considering the Merger, and, during such period, each shall, and shall cause its Subsidiaries to, furnish promptly to the other: (i) a copy of each report, schedule and other document filed by it or any of its Subsidiaries with any Governmental Authority and any other document pertaining to the transactions contemplated hereby filed with any Governmental Authority that is not filed as an exhibit to an SEC filing or described in an SEC filing, and (ii) furnish to the other partyall information concerning itself, its counselSubsidiaries, financial advisorsdirectors, auditors officers and other authorized representatives stockholders and such financial and operating data and other information matters as such Persons may be reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with requested by the other party in its investigation. Any investigation pursuant to connection with any filings, applications or approvals required or contemplated by this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderAgreement. (b) From Without limiting the date hereof until application of the Effective Time or earlier termination of this Confidentiality Agreement dated August 21, 1997 between TMR and SWEPI (the "Confidentiality Agreement"), all documents and information furnished pursuant to Section 9.1(a)(ii) shall be subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law TMR and the Clean Team Confidentiality Company have also signed an Agreement for Indemnification and Responsibility for Damages to the Subject Properties in connection with Site Visits dated January 19, 1998 (the "Indemnification Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo ") in order for TMR to make certain site visits and physical investigations in connection with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthdue diligence investigations.

Access to Information. (a) From Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law and in accordance with the date hereof until procedures established by Seller, during the Effective Time or earlier termination period prior to the Closing, and solely for purposes of integration planning and in furtherance of the Transaction and the other transactions contemplated by this Agreement, to the properties, books, Contracts, assets, officers, agents, records and subject personnel of Seller and its Subsidiaries related to Applicable Law the Business and the Clean Team Confidentiality AgreementPurchased Entities (and Subsidiaries thereof) that constitute Purchased Assets; provided, each of Hippo and Rhino shall however, that (i) give neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.4; (ii) Seller shall make available, or cause its Subsidiaries to make available, Business Employee personnel files only after the Closing Date and, with respect to any Business Employees, if and when Purchaser provides Seller with notice that the applicable Business Employees have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not make, or cause to be made, available medical records, workers compensation records or the results of any drug testing; and that Purchaser shall indemnify and hold Seller and its Affiliates (including the other Seller Entities) harmless from any Liabilities arising out of or relating to the access to and/or transfer of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Owned Real Property or the Leased Real Property, or any other property of Seller, the other Seller Entities, the Purchased Entities or any of their respective Affiliates. (b) Purchaser agrees that any investigation undertaken pursuant to the access granted under Section 5.4(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, and none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the employees of the Business without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything in this Agreement to the contrary, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information (i) where, based on the advice of counsel, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws or contractual obligations (it being agreed that, in the event that the restrictions of this sentence apply, Seller shall inform Purchaser as to the general nature of what is being withheld and shall cooperate in good faith to attempt to design and implement alternative disclosure arrangements to enable Purchaser to evaluate any such information without violating an obligation of confidentiality to any third party, jeopardizing the attorney-client or other applicable privilege or protection or contravening any Laws or contractual obligations), or (ii) if such information concerns the Sale Process. (c) At and after the Closing, for a period of four (4) years, Purchaser shall, and shall cause its counselAffiliates to, financial advisorsafford Seller, auditors its Affiliates and other authorized representatives their respective Representatives, during normal business hours, upon reasonable notice, access to the offices, properties, books, Contracts, records and employees of the Business and the Purchased Entities (and Subsidiaries thereof) to the extent that such access may be reasonably requested by Seller, including (and without limiting any of the rights of Seller or its Affiliates under Section 2.12 and Section 2.13) in connection with the Earn-Out Payment, the GDB Claims, the GGB Claims, the Claim Recoveries, Seller Parent’s Applicable GDB Portion, Seller Parent’s Applicable GGB Portion, the GGB Losses, the matters contemplated by Section 7.7, financial statements, taxes, reporting obligations and compliance with applicable Laws or other legitimate non-competitive purposes; provided, however, that (x) nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ rights of discovery in connection with any Proceeding and (y) this Section 5.4(c) shall not apply with respect to access to Tax Returns or cooperation with respect to Taxes or Tax matters, which shall be governed exclusively by Section 7.1; provided, further, that, notwithstanding anything else to the contrary herein, solely in connection with the Earn-Out Payment, the GDB Claims, the GGB Claims, the Claim Recoveries, Seller Parent’s Applicable GDB Portion, Seller Parent’s Applicable GGB Portion, the GGB Losses, the Retained Claim Recoveries or any amounts payable pursuant to Section 7.7, Purchaser’s obligations pursuant to this Section 5.4(c) shall not terminate after a period of four (4) after Closing, but shall continue until the applicable amounts are finally determined hereunder. (d) At and after the Closing, for a period of three (3) years, Seller shall, and shall cause its Affiliates to, afford Purchaser, its Affiliates, the Purchased Companies (and Subsidiaries thereof) and their respective Representatives, during normal business hours, upon reasonable notice, access to the records of the Seller and its Subsidiaries to the extent that such access may be reasonably requested by Purchaser in connection with any services required to be provided by Seller and its Subsidiaries pursuant to the Transition Services Agreement; provided, however, that (x) Purchaser agrees that any confidential or proprietary information made available to Purchaser by Seller pursuant to this Section 5.4(d) concerning the Retained Businesses, Seller, the other Seller Entities or any of their respective Affiliates (other than solely with respect to the Business and the Purchased Companies (and Subsidiaries thereof)) shall continue to remain subject to the confidentiality obligations set forth in the proviso to the second sentence of Section 5.3(a) for a period of twenty-four (24) months from the date when such information is made available to Purchaser and (y) this Section 5.4(d) shall not apply with respect to access to Tax Returns or cooperation with respect to Taxes or Tax matters, which shall be governed exclusively by Section 7.1. (e) Purchaser agrees to hold all the books and records of the business of Business existing on the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors Closing Date and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with destroy or dispose of any thereof for a period of five (5) years from the conduct of the business of the other party. No information Closing Date or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or such longer time as may be deemed to modify any representation or warranty made required by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this AgreementLaw, and subject thereafter, if it desires to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day destroy or dispose of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and other than in accordance with its Subsidiariesthen current retention policy, to offer first in writing at least thirty (30) of the Hippo Institutional Pharmacy Business as are provided days prior to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthsuch destruction or disposition to surrender them to Seller. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementClosing, each of Hippo Seller agrees to provide to Buyer and Rhino shall its authorized agents (iincluding its attorneys and accountants and auditors) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, offices and properties of the Business and the books and records of (i) Seller exclusively relating to the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, Transferred Assets and (ii) furnish Transferred Sub, upon reasonable prior notice, during normal business hours, under Seller’s supervision and at Buyer’s expense, in order to conduct a review of the Transferred Assets and the Business. Each of the Parties hereto will hold, and will cause its consultants and advisers and other representatives to hold, in confidence all documents and information furnished to it by or on behalf of another Party to this Agreement in connection with the transactions contemplated by this Agreement and the other Ancillary Agreements (and, after the Closing, the Parties shall hold in confidence all information regarding the Business, the Transferred Assets, the Excluded Assets, the Assumed Liabilities, the Excluded Liabilities and the Business Employees) as “confidential information” pursuant to the terms of the Confidentiality and Nondisclosure Agreement No. 98074 dated September 24, 1997 entered into between Seller and Buyer (together with Addendum No. 1 thereto effective December 21, 2005 and Addendum No. 2 thereto dated May 8, 2006, the “Confidentiality Agreement”), notwithstanding any contrary terms in Section 1 of the Confidentiality Agreement. Notwithstanding the foregoing, in the event Seller provides Buyer or any of Buyer’s Subsidiaries with access to Intellectual Property that constitutes highly sensitive proprietary information, as determined by Seller in its sole discretion, Seller will designate such Intellectual Property as highly sensitive in a written notice provided to Buyer (“Specially Designated Intellectual Property”), and Buyer’s or Buyer’s Subsidiary’s use of such Specially Designated Intellectual Property or other party, exercise of any rights granted under this Agreement or any of the Ancillary Agreements with respect to such Specially Designated Intellectual Property shall be conditioned upon its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate strict compliance with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted reasonable Intellectual Property protection measures that Seller will designate for such Specially Designated Intellectual Property in such manner as not written notice. Subject to interfere unreasonably with the conduct foregoing, Buyer acknowledges and agrees that its acceptance, use, review or other exploitation of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 Specially Designated Intellectual Property shall affect or be deemed to modify constitute its irrevocable acceptance of and agreement to such additional terms, conditions and restrictions provided by Seller with respect to such Specially Designated Intellectual Property, without any representation other acknowledgment or warranty made action by Buyer or any party hereunderBuyer Subsidiary. Notwithstanding any contrary provision in the Confidentiality Agreement, Section 3 of the Confidentiality Agreement shall not apply to any Specially Designated Intellectual Property. Nothing in this Article V limits Buyer’s obligations or any restrictions relating to any Specially Designated Licensed Trade Secrets. (b) From the date hereof until the Effective Time or earlier termination of this AgreementBuyer shall, and subject to Applicable Law and the Clean Team Confidentiality Agreementshall cause each Buyer Designee to, Hippo shall, no later than the 25th day maintain all of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx pertaining to Transferred Sub, Transferred Shares, Transferred Assets and the Assumed Liabilities before the Closing that are in its possession for such period as may be required by Applicable Law relating to the relevant books and records. After the Closing and for so long as the same shall be retained by Buyer and/or any Buyer Designee pursuant to the foregoing sentence, Buyer or such Buyer Designee shall provide Seller and its Subsidiaries) representatives, upon notice from Seller, with reasonable access to such books and records upon the same terms and conditions as set forth in Section 5.01(a), mutatis mutandis. If, at any time after the Closing and until such expiration of the Hippo Institutional Pharmacy Business period of retention of records as are provided required under Applicable Law, Buyer or such Buyer Designee proposes to dispose of any of such books and used by Hippo’s and HippoRx’s management as records, Buyer or such Buyer Designee shall first offer to deliver the same to Seller at the expense of and for the month ending on the last day of the immediately preceding calendar monthSeller. (c) From Following the date hereof until Closing, each Party (the Effective Time “Possessing Party”) will afford the other Party (the “Receiving Party”), its counsel and its accountants, during normal business hours, reasonable access to information relating to the Transferred Assets, the Transferred Shares or earlier termination the Transferred Sub in the Possessing Party’s possession or under the Possessing Party’s control and, to the extent reasonably requested, will provide copies and extracts therefrom, all to the extent that such access may be reasonably required by the Receiving Party in connection with (i) the preparation of this AgreementTax Returns, and subject the preparation for any audit by any taxing authority or the prosecution or defense of any claim or proceeding relating to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements any Tax Return or (which will be derived from and be consistent ii) compliance with the books and records requirements of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthany Governmental Authority.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, upon reasonable notice, Seller shall, and subject shall cause the officers, directors, employees, auditors and agents of each Company to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to afford the other partyofficers, its counselemployees and agents and representatives of Purchaser reasonable access, financial advisorsduring normal business hours, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, each Station and (ii) furnish to the other partyofficers, its counsel, financial advisors, auditors employees and other authorized agents and representatives of Purchaser such additional financial and operating data and other information regarding the Business and the Assets as Purchaser may from time to time reasonably request; provided, however, that such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate investigation shall not unreasonably interfere with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct Business or any of the business businesses or operations of the other party. No information Seller or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect Affiliate of Seller, any Company or be deemed to modify any representation or warranty made by any party hereunderStation. (b) From the date hereof until the Effective Time or earlier termination of this AgreementSeller shall, and subject shall cause its officers, employees and representatives to, cooperate in all reasonable respects with the efforts of Purchaser and Purchaser's independent auditors to Applicable Law prepare such audited and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such interim unaudited financial statements of the Stations and/or the Companies as Purchaser may reasonably determine are necessary to satisfy the requirements of the Securities Act of 1933 or the Securities Exchange Act of 1934 (which will be derived from and be consistent with the books and records of HippoRx "Securities Acts") applicable to Purchaser and its Subsidiaries) Affiliates. Without limiting the foregoing, Seller shall execute and deliver to Purchaser's independent auditors such customary management representation letters as the auditors may reasonably require as a condition to such auditors' ability to deliver a report upon the audited financial statements of the Hippo Institutional Pharmacy Business Stations and/or the Companies for the periods for which such financial statements are required under the Securities Acts; provided, however, under no circumstance shall Seller or any such officer, employee or representative have any liability whatsoever (other than as expressly provided in this Agreement) to Purchaser, Purchaser's independent auditors or otherwise to any Person or Governmental Authority, including, without limitation, under the Securities Acts as a result of providing such management representation letters and Purchaser shall indemnify and hold Seller and each such Person harmless against any and all such liability. Seller hereby consents to the inclusion of the audited and interim financial statements referred to in this Section 5.02(b) in any registration statement or report (each a "Filing") filed by Seller under the Securities Acts as registrant under such Filing and hereby waives such provisions of the Confidentiality Agreement as are provided necessary solely to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthpermit such public disclosure. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (ai) From the date hereof until the Effective Time or earlier termination of this AgreementClosing Date, Seller shall and subject shall cause the Company and its Subsidiaries to, (a) afford Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives full and free access, during normal business hours and upon reasonable notice, to Applicable Law and the Clean Team Confidentiality Agreementright to inspect all of the Real Property, each of Hippo properties, assets, premises, books and Rhino shall (i) give records, Material Contracts and other documents and data related to the Company and its Subsidiaries; (b) furnish Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives with such financial, operating and other partydata and information related to the Company and its Subsidiaries as they may reasonably request; (c) cooperate with Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives in their investigation of the Company, its counsel, financial advisors, auditors operations and other authorized representatives the operations of any of its Subsidiaries; (d) provide reasonable access to the officesproperties, propertiesassets, premises, books and records of the business Company and its Subsidiaries as necessary for transitional purposes; and (e) provide reasonable access to representatives of the HippoRx Group or the business International Union of Operating Engineers and its local 351 and key employees of the RhinoRx Group, as the case may be, (ii) furnish to the other partyCompany, its counsel, financial advisors, auditors Subsidiaries and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigationAffiliates. Any investigation investigation, information request or transition planning conducted pursuant to this Section 11.05 4.2(a)(i) shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business of the other party. No information Company, Seller or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderof their respective Subsidiaries. (bii) From Buyer’s right to enter onto the Real Property shall be at Buyer’s sole risk and expense. Other than claims of gross negligence or willful misconduct, Buyer waives and releases all claims against Seller, the Company and their respective Affiliates, directors, officers, employees and agents, for any injury to or death of any persons or damage to any property as a result of (i) the exercise of any inspection right granted to Buyer or (ii) the activities performed by Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives pursuant to Section 4.2(a)(i); and Buyer shall release, defend, indemnify and hold harmless Seller, the Company and their respective Affiliates, directors, officers, employees and agents, from and against any losses, claims, Liens or other encumbrances for any injury to or death of any persons or damage to any property occurring in, on or about the Real Property as a result of such exercise of rights herein granted or activities undertaken by Buyer, Buyer’s Representatives, Buyer’s potential financing sources and their respective Representatives. For avoidance of doubt, the indemnity set forth in this Section 4.2(a)(ii) shall not be subject to the Indemnification Threshold, the De Minimis Threshold or the Cap Amount. (iii) During the period from the date hereof until through the Effective Time or earlier termination of this AgreementClosing Date, and subject to Applicable Law and within thirty (30) days after the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day end of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent month beginning with the books and records of HippoRx and its Subsidiaries) calendar month ending October 31, 2011, Seller shall or shall cause the Company to, furnish to Buyer an unaudited monthly consolidated balance sheet of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management Company as of the end of the month then ended and related consolidated statements of income, changes in equity and cash flows for such month and for the month ending period from January 1, 2011, in each case prepared in accordance with GAAP applied on a basis consistent with prior periods, with the last day of the immediately preceding calendar monthexception that no notes need be attached to such statements. (civ) From As promptly as practicable after the date hereof until Signing Date, Seller shall or shall cause the Effective Time Company to furnish to Buyer an unaudited consolidated balance sheet of the Company as of September 30, 2011 and related statements of income, changes in equity and cash flow for the nine (9) months ended September 30, 2011 and September 30, 2010, prepared in accordance with GAAP applied on a basis consistent with prior periods. If the Closing has not occurred on or earlier termination prior to February 12, 2012, within forty-five (45) days of this Agreementsuch date, Seller shall or shall cause the Company to furnish to Buyer an audited consolidated balance sheet of the Company as of December 31, 2011 and subject related statements of income, changes in equity and cash flows for the twelve (12) months ended December 31, 2011, December 31, 2010 and December 31, 2009. (v) For a period of five (5) years after the Closing Date, Seller and its Affiliates shall provide Buyer Parent and Buyer and their Representatives reasonable access during regular business hours and upon reasonable prior notice to Applicable Law and all business records relating to periods prior to the Clean Team Confidentiality Agreement, Rhino shall, no later than Closing Date if reasonably required by Buyer or the 25th day Company in connection with any third party litigation or the preparation of each calendar month, provide Hippo with such unaudited any financial statements (which will be derived from and be consistent with that include the books and records financial results of RhinoRx and its Subsidiaries) all or part of the Rhino Institutional Pharmacy Business as are provided Company, its Subsidiaries or their businesses or operations for any period prior to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthClosing.

Access to Information. (a) From The Company shall, and shall cause each of its Subsidiaries to, afford to the Buyer and its Subsidiaries and each of their accountants, counsel, financial advisors and other representatives of Buyer reasonable access, and permit them to make such inspections as they may reasonably require of, during the period from the date hereof until of this Agreement through the Effective Time Closing, all of their respective properties, books, contracts, commitments and records (including engineering records and Tax Returns and the work papers of independent accountants, if available and subject to the consent of such independent accountants) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, (i) promptly make available to Buyer all personnel of the Company and its Subsidiaries knowledgeable about matters relevant to such inspections as reasonably requested by Buyer and (ii) provide reasonable access to the Company's facilities and operations to enable Buyer to conduct a health and safety review of the business. No investigation pursuant to this Section 5.1 shall affect the rights of any party with respect to the representations and warranties in Sections 3.9, 3.16, 3.25(a) or earlier termination the right of setoff set forth in Section 1.3(e)(vi) of this Agreement. All information obtained by Buyer pursuant to this Section 5.1 shall be kept confidential in accordance with the Confidentiality Agreement, dated January 5, 2004 between Buyer and the Company, as amended as of August 26, 2004, and the Community of Interest Agreement dated as of December 27, 2004 by and between Buyer, the Company and the Company Subs (the "Confidentiality Agreement"). (b) The Company agrees to provide Buyer and its agents and representatives with reasonable access to its employees during normal working hours following the date of this Agreement, and subject after consultation with the Company to, among other things, deliver offers of continued employment contingent upon Closing and to Applicable Law provide information to such employees about Buyer. (c) On the Closing Date, the Company will deliver or cause to be delivered to Buyer all original agreements, documents, books and records and files stored on computer disks or tapes or any other storage medium in the possession of the Company relating to the business and operations of the Company and the Clean Team Confidentiality AgreementCompany Subs. (d) After the Closing, each of Hippo at the Company's request and Rhino shall (i) give at no cost to the other partyCompany, its counsel, financial advisors, auditors and other authorized representatives Buyer shall provide the Company with reasonable access to the offices, properties, such pre-Closing books and records of the business of the HippoRx Group Company or the business of the RhinoRx Group, Company Subs as are in Buyer's possession and as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Company may reasonably request and (iii) instruct its employeesrequire in connection with any Tax Returns, counselTax audits, financial advisors, auditors and or other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the bona fide business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderrequirements. (be) From After the date hereof until Closing, at Buyer's request and at no cost to the Effective Time or earlier termination of this AgreementCompany, and subject the Company shall provide Buyer with reasonable access to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the pre-Closing books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business Company or the Company Subs as are provided to in the Company's possession and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthBuyer may reasonably require in connection with any Tax Returns, Tax audits, or other bona fide business requirements. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, EWD will during normal business hours and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall upon reasonable prior notice: (i) give to the other party, afford Buyer and its counsel, financial advisors, auditors Representatives full and other authorized representatives reasonable free access to and the officesright to inspect all of the Pipeline Real Property, propertiesPipeline Easements, Pipeline Equipment, premises, books and records of records, Contracts and other documents and data related to the business of the HippoRx Group or the business of the RhinoRx Group, as the case may bePipeline Assets, (ii) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party, Pipeline Assets as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request request, and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives the Representatives of EWD to cooperate with Buyer and its Representatives in their investigation of the other party Pipeline Assets. (b) Without limiting the foregoing, with EWD’s prior consent (which will not be unreasonably withheld, conditioned or delayed) and upon reasonable notice, Buyer and its Representatives will be permitted to conduct environmental due diligence of the Pipeline Real Property, Pipeline Easements and Pipeline Assets, 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 Pipeline Real Property, Pipeline Easements and Pipeline Assets. Buyer shall indemnify, defend and hold harmless EWD and its Representatives from and against any and all Losses to the extent directly caused by any acts performed in its investigationexercising Buyer’s rights under this Section 5.02(b). The indemnification and hold harmless provisions of this Section 5.02(b) shall survive termination hereof or Closing for a period of three (3) years. (c) Any investigation pursuant to this Section 11.05 shall 5.02 will be conducted in such manner as not to interfere unreasonably with the conduct of the business of EWD and EWD will have the other partyright to have a representative of its choice present at any such investigation or visit by Buyer or its Representatives. No information or knowledge obtained in any If Buyer’s investigation pursuant to this Section 11.05 shall affect 5.02(a) or be deemed to modify any representation or warranty made by any party hereunder. (b) From the date hereof until the Effective Time reveals any information which make any of EWD’s representations and warranties untrue or earlier termination inaccurate, Buyer will notify EWD of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino such information in accordance with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthSection 5.05(b). (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Each Member shall be entitled to receive any information that it may reasonably request concerning the date hereof until Company; provided, however, that this Section 5.3 shall not obligate the Effective Time Company or earlier termination the Manager to create any information that does not already exist at the time of this Agreementsuch request (other than to convert existing information from one medium to another, such as providing a printout of information that is stored in a computer database). Each Member shall also have the right, upon reasonable notice, and subject at all reasonable times during usual business hours to Applicable Law inspect the properties of the Company and to audit, examine and make copies of the Clean Team Confidentiality Agreement, each books of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors account and other authorized representatives records of the Company. The Company shall, and shall cause the Project Company to provide the Class B Member, upon reasonable notice not less than ten (10) days, and at all reasonable times during usual business hours, with reasonable access to the offices, properties, books and records Project site with current or prospective clients of the business of the HippoRx Group or the business of the RhinoRx GroupClass B Member, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as provided that all such Persons enter into confidentiality arrangements and/or liability waivers as may be reasonably requested by the Manager and comply with all environmental health and safety programs and all Environmental Laws. Such rights may be exercised through any agent or employee of such Member designated in writing by it or by an independent public accountant, engineer, attorney or other consultant so designated. The Member making the request shall bear all costs and (iii) instruct its employeesexpenses incurred in any inspection, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigationexamination or audit made on such Member’s behalf. Any investigation All information obtained pursuant to this Section 11.05 5.3 shall be conducted in such manner as not subject to interfere unreasonably with the conduct provisions of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder5.4. (b) From The Manager shall prepare and submit to the date hereof until Class A Members and Class B Members an annual budget for the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, Company no later than fifteen (15) days prior to the 25th day beginning of each calendar monthfiscal year, provide Rhino with such unaudited financial statements (which will budget shall be derived from and be consistent with subject to the books and records of HippoRx and its Subsidiaries) approval of the Hippo Institutional Pharmacy Business as are provided Class A Member; provided, that the Class B Member shall have the opportunity to review and used submit suggestions to such budget, which shall be considered in good faith by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthManager. (c) From Subject to the date hereof until provisions of Section 5.3(a), the Effective Time or earlier termination of this AgreementCompany shall, and subject shall cause the Project Company to, provide to Applicable Law the Class B Member (i) internet access to the SCADA system; (ii) information and data relating to the results of the power curve tests of the wind turbine generators utilized in the Project; (iii) copies of written monthly reports delivered to the Company or the Project Company by the third party contractor retained by the Company or the Project Company to manage the day-to-day operations of the Project, the suppliers of the wind turbine generators utilized in the Project and the Clean Team Confidentiality AgreementProject’s balance of plant contractor; (iv) amendments to, Rhino shallor claims made by the Project Company, no later than under any warranties and/or service and maintenance agreements relating to the 25th day of each calendar month, provide Hippo with such unaudited financial statements wind turbine generators utilized in the Project; (which will be derived from v) wind data collected on the Project site; and be consistent with (vi) reports provided under the books Project Debt Documents and records of RhinoRx and its Subsidiaries) Project Equity Documents solely pertaining to the operational performance of the Rhino Institutional Pharmacy Business as are provided to Project and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day financial performance of the immediately preceding calendar monthProject Company.

Access to Information. (a) From The Company has made available to Buyer the information requested by Buyer in its letter dated April 24, 1997, as indicated in the Company's correspondence dated May 2, 1997 and May 19, 1997. Buyer acknowledges that the Company, prior to the date hereof until the Effective Time or earlier termination of this Agreement, has given Buyer, Sub and subject to Applicable Law their respective employees and the Clean Team Confidentiality Agreement, each of Hippo counsel full and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable complete access to the all officers, employees, offices, properties, books agreements, records and records affairs of the business Company or otherwise relating to the Business (including but not limited to all of the HippoRx Group or the business Company's existing title files, title opinions, division order files, marketing files, accounting and production revenue disbursement files and production, severance and ad valorem tax records), has provided Buyer with all regularly prepared financial statements of the RhinoRx GroupCompany and copies of such information concerning the Company and the Business as Buyer and Sub may have reasonably requested. (b) The Company from and after the date of this Agreement and until the Closing Date, shall give Buyer, Sub and their respective employees and counsel full and complete access upon reasonable notice during normal business hours, to all officers, employees, offices, properties, agreements, records and affairs of the Company or otherwise relating to the Business, will provide Buyer with all regularly prepared financial statements of the Company, and will provide copies of such information concerning the Company and the Business as Buyer or Sub may reasonably request; provided however, that the case may beforegoing shall not permit Buyer, Sub or any agent thereof to (i) disrupt the Business or (ii) furnish contact any employee of the Company without providing reasonable prior notice to the other party, its counsel, financial advisors, auditors Company and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct allowing a representative of the business of Company to be present. Buyer shall return all copies so made to the other partyCompany if the Closing does not occur. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this AgreementBUYER RECOGNIZES AND AGREES THAT ALL MATERIALS PREPARED BY THIRD PARTIES AND MADE AVAILABLE TO IT IN CONNECTION WITH THE TRANSACTION CONTEMPLATED HEREBY PURSUANT TO THIS SECTION ARE MADE AVAILABLE TO IT AS AN ACCOMMODATION AND WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND AS TO THE ACCURACY AND COMPLETENESS OF SUCH MATERIALS. NO WARRANTY OF ANY KIND IS MADE BY THE COMPANY AS TO ANY OF SUCH INFORMATION SUPPLIED TO BUYER OR WITH RESPECT TO THE COMPANY'S PROPERTIES TO WHICH ANY OF SUCH INFORMATION RELATES, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthAND BUYER EXPRESSLY AGREES THAT ANY CONCLUSIONS DRAWN THEREFROM SHALL BE THE RESULT OF ITS OWN INDEPENDENT REVIEW AND JUDGMENT. (c) From To the extent not completed prior to the date hereof until of the Effective Time or earlier termination of this Agreement, the Company shall make a good faith effort to obtain for Buyer, or Buyer's authorized representatives, upon adequate notice to the Company, physical access to the Company's properties for the purpose of inspecting same. Buyer recognizes that some of the properties are operated by parties other than the Company and that the Company's ability to obtain access A-11 16 to such properties, and the manner and extent of such access, is subject to Applicable Law the consent of such third parties. Buyer agrees to comply fully with the rules, regulations and instructions issued by the Company (and, where properties are operated by other parties, such other parties) regarding the actions of Buyer while upon, entering or leaving the properties. If Buyer exercises rights of access under this Section or otherwise, or conducts examinations or inspections under this Section or otherwise, then (a) such access, examination and inspection shall be at Buyer's sole risk, cost and expense and Buyer waives and releases all claims against the Company (and its affiliates and the Clean Team Confidentiality Agreementdirectors, Rhino shallofficers, no later than employees, attorneys, contractors and agents of the 25th day Company and such affiliates) arising in any way therefrom or in any way connected therewith or arising in connection with the conduct of each calendar monthits directors, provide Hippo officers, employees, attorneys, contractors and agents in connection therewith and (b) Buyer shall indemnify, defend and hold harmless the Company (and its affiliates and the officers, directors, employees, attorneys, contractors and agents of the Company and such affiliates) from any and all claims, actions, causes of action, liabilities, damages, losses, costs or expenses (including, without limitation, court costs and attorney's fees), or liens or encumbrances for labor or materials, arising out of or in any way connected with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthmatters.

Access to Information. The Purchaser acknowledges and agrees that in furtherance of the rights conferred upon the Seller by this Article 10, to the extent applicable, upon reasonable advance notice from the Seller or its designee, without the payment of further consideration by the Seller or its designee, the Purchaser will, and will cause the Company to, allow the Seller or its designee and its Representatives full access during normal business hours to, and furnish the Seller or its designee with copies of, all documents, records, files, work papers, analyses, assessments, studies, memoranda, reports, briefings, pleadings, claims, summaries and other information (whether stored in electronic or existing in physical form) reasonably related to the applicable Environmental Site (collectively, the “Property Information”) as the Seller or its designee may reasonably request in furtherance of the resolution of any Environmental Claim with respect to the applicable Environmental Site, including in connection with the TRW Indemnity Process, the Cinch Recovery Process and the Lytton Indemnity Process, as applicable. The Purchaser acknowledges and agrees that the Property Information may be used by the Seller or its designee, among other things, in connection with any aspect of the (a) From TRW Indemnity Process and/or the date hereof until the Effective Time Cinch Recovery Process, as applicable, including to make claims against TRW or earlier termination of this AgreementCinch, to raise any defenses against any TRW or Cinch counterclaims, in any settlement negotiations with TRW or Cinch, as applicable, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give in connection with any other matters relating to the TRW Indemnity Process and/or the Cinch Recovery Process and (b) Lytton Indemnity Process, including to make claims against Lytton, to raise any defenses against any Lytton counterclaims, in any settlement negotiations with Lytton and in connection with any other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access matters relating to the officesLytton Indemnity Process, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Groupin each case, as the case may beSeller or its designee determines in its sole discretion. The Purchaser will, and will cause the Company to, preserve the Property Information (iiincluding any indemnification agreements, environmental assessments and other similar information relating thereto) furnish and not to destroy, discard or transfer to a third party any such information without first providing to the other partySeller 90 days’ prior written notice, upon which the Seller or its counseldesignee will have the right at its option and expense, financial advisorsupon written notice delivered to the Purchaser within such 90 day period, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct take possession of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. (b) From Property Information within 90 days after the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthSeller notice. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Prior to the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality AgreementClosing, each of Hippo the DISH Parties and Rhino their Affiliates shall be entitled, through their officers, employees and representatives (i) give including their legal advisors and accountants), to make such investigation of the properties, businesses and operations to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access extent related to the offices, properties, EB Business or the ET Business and such examination of the books and records to the extent related to the EB Business or the ET Business as it reasonably requests and to make extracts and copies of such books and records, including access to customary supporting information, data and documentation utilized in or necessary for the preparation of the business financial information described in Schedule 5.2(e). Any such investigation and examination shall be conducted under reasonable circumstances and shall be subject to any restrictions under Applicable Law. The EchoStar Parties shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of the HippoRx Group EB Business or the business of the RhinoRx GroupET Business, as the case may berespectively, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party DISH Parties and their representatives in its investigationconnection with such investigation and examination, and the DISH Parties and their representatives shall cooperate with the respective representatives of the EB Business or the ET Business and shall use their reasonable efforts to minimize any disruption to the business. Any investigation *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with Rule 24b-2 under the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderSecurities Exchange Act. (b) From Following the date hereof until Closing, the Effective Time or earlier termination of this Agreement, DISH Parties will give the EchoStar Parties reasonable access during the DISH Parties’ regular business hours upon reasonable advance notice and subject to restrictions under Applicable Law to books and records transferred to the Clean Team Confidentiality Agreement, Hippo shall, no later than DISH Parties to the 25th day extent necessary for the preparation of each calendar month, provide Rhino with such unaudited financial statements (which will or regulatory filings of the EchoStar Parties or their Affiliates in respect of periods ending on or prior to Closing, or in connection with any Legal Proceedings. The EchoStar Parties shall be derived from entitled, at their sole cost and be consistent with expense, to make copies of the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as to which they are provided entitled to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthaccess pursuant to this Section 4.1(b). (c) From Following the date hereof until Closing, the Effective Time EchoStar Parties will give, or earlier termination of this Agreementcause to be given, the DISH Parties and their Affiliates reasonable access during the EchoStar Parties’ regular business hours upon reasonable advance notice and subject to restrictions under Applicable Law to their respective books and records to the Clean Team Confidentiality Agreement, Rhino shall, no later than extent relating to the 25th day EB Business or the ET Business to the extent necessary for the preparation of each calendar month, provide Hippo with such unaudited financial statements (which will or regulatory filings of DISH, members of the EB Group or ET Group in respect of periods ending on or prior to Closing, in connection with any Legal Proceedings, or to the extent reasonably necessary or advisable to operate the EB Business or the ET Business after the Closing. DISH, the DISH Parties and their Affiliates shall be derived from entitled, at their sole cost and be consistent with expense, to make copies of the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as to which they are provided entitled to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthaccess pursuant to this Section 4.1(c).

Access to Information. (a) From The Seller shall permit, and shall cause the Acquired Companies to permit, the Buyer and its representatives, after the date hereof of this Agreement until the Effective Time or earlier termination of this AgreementClosing, to have reasonable access, during regular business hours and upon reasonable advance notice, to (i) the Transferred Real Property (subject to the Seller’s right to have its representatives accompany the Buyer’s representatives and subject to Applicable Law other reasonable rules and regulations of the Clean Team Confidentiality AgreementSeller), each of Hippo and Rhino including the right to perform reasonable “Phase I” environmental site assessments; provided, however, the Buyer shall not be permitted to perform any “Phase II” environmental site assessments or other testing, sampling or investigations without the Seller’s prior written consent, which consent shall be granted in the Seller’s reasonable discretion, (iii) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, propertiesfacilities, properties and the financial, accounting, Tax and other books and records of the business Seller (but only to the extent such books and records relate to the Business) and the Acquired Companies and (iii) the appropriate management personnel of the HippoRx Group or Seller and the business of Acquired Companies and the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisorsaccountants, auditors and other authorized representatives such agents thereof. The Seller shall furnish, or cause to be furnished, to the Buyer any financial and operating data and other information with respect to the Business or the Acquired Companies as such Persons may the Buyer shall from time to time reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderrequest. (b) From It is expressly understood by the Parties that, notwithstanding the provisions of Section 7.2(a), the Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, or possible waivers of any applicable attorney-client privileges; (ii) to any formulae, recipes, know-how, operating instructions or other proprietary knowledge of the Seller or any of its Affiliates with respect to the products, materials and services used in or produced by the Business; or (iii) in the event Buyer is in material breach of this Agreement. With respect to any parties with which the Seller or any Acquired Company has a direct or indirect contractual relationship, and any Governmental Authorities with jurisdiction over or that regulates the Seller, any Acquired Company, the Business or the Transferred Real Property, the Buyer shall not make any independent inquiry with respect to the Seller, any Acquired Company, the Business or the Transferred Real Property without the Seller’s prior written consent and, to the extent the Seller consents thereto, all such inquiries shall be conducted jointly by the Seller and the Buyer. (c) All information provided or obtained pursuant to clause (a) above shall be held by the Buyer in accordance with, and subject to the terms of, and shall constitute “Evaluation Material” under, the Confidentiality Agreement, dated March 5, 2009, between the Buyer and the Seller (the “Confidentiality Agreement”). The Parties hereby agree that, notwithstanding anything to the contrary contained in the Confidentiality Agreement, the Confidentiality Agreement shall survive from the date hereof until the Effective Time or earlier termination of this AgreementClosing, and subject to Applicable Law and if the Clean Team Closing shall occur the Confidentiality Agreement, Hippo shall, no later than Agreement will terminate at the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthClosing. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From The Vendor shall permit the Purchaser and its representatives, between the date hereof until of this Agreement and the Effective Time or earlier termination Closing Time, without interference to the ordinary conduct of the Publications, to have reasonable access during normal business hours and upon being given reasonable advance notice, for purposes consistent with this Agreement, to the Purchased Assets, the Partnership Assets, the contracts which are part of the Shared Assets, and the Books and Records. The contracts which are part of the Shared Assets may be redacted with respect to the information which is proprietary or sensitive to the Vendor, acting reasonably; will only be provided to the extent that the Vendor would not be in breach of a confidentiality obligation with the third party; and will be provided to the Purchaser, as soon as reasonably practicable after the Purchaser’s request and in any event within 5 Business Days of the request from the Purchaser. The Vendor shall furnish to the Purchaser copies of Books and Records (subject to Applicable Law any confidentiality agreements or covenants relating to any such Books and Records) as the Clean Team Confidentiality AgreementPurchaser shall from time to time reasonably request to enable confirmation of the matters warranted in Article 4, each and to permit the Purchaser to effect an orderly transition of Hippo the Businesses following the Closing. Notwithstanding the foregoing, without the prior written consent of the Vendor, the Purchaser shall not contact, and Rhino shall (i) give to the other party, instruct its counsel, financial advisors, auditors and other authorized representatives reasonable access not to the officescontact, properties, books and records any of the business employees, advertisers or suppliers of the HippoRx Group Publications or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderBusinesses. (b) From For a period of seven years following the date hereof until Closing Date, the Effective Time or earlier termination Vendor shall permit the Purchaser and its representatives, without interference to the ordinary conduct of the Vendor’s business, to have reasonable access to the Shared Records retained by the Vendor in accordance with its record retention policies in effect from time to time, during normal business hours and upon being given reasonable advance notice, for purposes consistent with this Agreement and the Services Agreement. The Vendor shall furnish to the Purchaser, at the Purchaser’s cost (provided that to the extent that there is any overlap between the access described herein and the access described in Section 1.1 in the definition of “Books and Records”, only the costs relating to such access described in Section 1.1 in the definition of “Books and Records” shall be paid by the Purchaser), copies of such Shared Records (subject to Applicable Law and any confidentiality agreements or covenants relating to any such Shared Records) as the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived Purchaser shall from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided time to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthtime reasonably request. (c) From Notwithstanding Sections 9.2(a) and 9.2(b), the date hereof until Vendor shall not be required to disclose any information, records, files or other data to the Effective Time Purchaser where prohibited by any Laws or earlier termination which would result in the disclosure of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day any trade secrets of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) third parties or violate any obligation of the Rhino Institutional Pharmacy Business as are provided Vendor to and used by Rhino’s and RhinoRx’s management as any third party or that would have the effect of and for causing the month ending on the last day waiver of the immediately preceding calendar monthany solicitor-client privilege.

Access to Information. (a) From Until the date hereof until earlier of the Effective Time or earlier termination of this AgreementAgreement and the Closing Date, (1) the Company will, and subject to Applicable Law the Shareholders will cause the Company to, afford Purchaser and the Clean Team Confidentiality Agreementits accountants, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors counsel and other authorized representatives reasonable access during normal business hours to (A) all of the offices, properties, books books, contracts, commitments and records of the business Company and its Subsidiaries and (B) all other information concerning the business, intellectual property, properties and personnel of the HippoRx Group or Company and its Subsidiaries as Purchaser may reasonably request, and (2) the business of Company will, and the RhinoRx GroupShareholders will cause the Company to, as the case may beprovide to Purchaser and its accountants, (ii) furnish to the other party, its counsel, financial advisors, auditors counsel and other authorized representatives such true, correct and complete copies of internal financial statements promptly upon request. At or before Closing, the Shareholders will cause the Company to, and operating the Company will, deliver a copy of all documents in the electronically accessible data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate room provided in connection with the other party in its investigation. Any investigation pursuant Transactions (the “Data Room”) to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information Purchaser on compact disc or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderDVD. (b) From the date hereof Subject to Law, until the Effective Time or earlier of the termination of this AgreementAgreement and the Closing Date, the Shareholders will cause the Company to cause the officers, counsel or other representatives of it and its Subsidiaries to, promptly notify Purchaser of, and subject to Applicable Law confer from time to time as requested by Purchaser with one or more representatives of Purchaser during ordinary business hours to discuss, any material changes or developments in the operational matters of the Company and its Subsidiaries and the Clean Team Confidentiality Agreement, Hippo shall, no later than general status of the 25th day ongoing business and operations of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx Company and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this AgreementThe Company will, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than Shareholders will cause the 25th day Company to: (1) notify Purchaser in writing promptly after learning of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with any Action any Governmental Authority initiated by or against the books and records of RhinoRx and Company or its Subsidiaries, or known by the Company to be threatened against the Company, its Subsidiaries or any of their respective directors, officers, employees or shareholders in their capacity as such (a “New Litigation Claim”); (2) notify Purchaser of ongoing material developments in any New Litigation Claim; and (3) consult in good faith with Purchaser regarding the conduct of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as defense of and for the month ending on the last day of the immediately preceding calendar monthany New Litigation Claim.

Access to Information. (a) From Between the date hereof until and the Effective Time or earlier of the termination of this Agreement, and subject to Applicable Law Agreement in accordance with its terms and the Clean Team Confidentiality AgreementEffective Time, each of Hippo the Company will provide Parent and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives with reasonable access to the all employees, plants, offices, properties, warehouses and other facilities and to all books and records of the business Company and the Subsidiaries as Parent may reasonably require, and will cause its officers and those of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) Subsidiaries to furnish to the other party, Parent and its counsel, financial advisors, auditors and other authorized representatives with such financial and operating data and other information with respect to the business and properties of the Company and the Subsidiaries as such Persons Parent may from time to time reasonably request. Between the date hereof and the Effective Time, Parent will provide the Company and its authorized representatives with reasonable access to all employees, plants, offices, warehouses and other facilities and to all books and records of Parent and Parent Subsidiaries as the Company may reasonably request require, and (iii) instruct will cause its employees, counsel, officers and those of the Parent Subsidiaries to furnish the Company and its authorized representatives with such financial advisors, auditors and operating data and other authorized representatives information with respect to cooperate with the other party in its investigation. Any investigation pursuant business and properties of Parent and Parent Subsidiaries as the Company may from time to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with time reasonably request, taking into account the conduct nature of the business of the other party. No information or knowledge obtained in any investigation pursuant to transactions contemplated by this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderAgreement. (b) From Between the date hereof until and the Effective Time or earlier of the termination of this Agreement, and subject to Applicable Law Agreement in accordance with its terms and the Clean Team Confidentiality AgreementEffective Time, Hippo shall, no later than the 25th day Company shall furnish to Parent (i) within two (2) business days following preparation thereof (and in any event within twenty (20) business days after the end of each calendar month, provide Rhino commencing with December 2002), an unaudited balance sheet as of the end of such month and the related statement of earnings, (ii) within two (2) business days following preparation thereof (and in any event within twenty (20) business days after the end of each fiscal quarter) an unaudited balance sheet as of the end of such quarter and the related statements of earnings, stockholders’ equity (deficit) and cash flows for the quarter then ended and (iii) within two (2) business days following preparation thereof (and in any event within ninety (90) calendar days after the end of each fiscal year), an audited balance sheet as of the end of such year and the related statements of earnings, stockholders’ equity (deficit) and cash flows, all of such financial statements referred to in the foregoing clauses (which will i), (ii) and (iii) to be derived from and prepared in accordance with United States generally accepted accounting principles in conformity with the practices consistently applied by the Company with respect to such financial statements. All the foregoing shall be consistent in accordance with the books and records of HippoRx the Company and shall fairly present its Subsidiariesfinancial position (taking into account the differences between the monthly, quarterly and annual financial statements prepared by the Company in conformity with its past practices) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthperiod then ended. (c) From Between the date hereof until and the Effective Time or earlier of the termination of this Agreement, and subject to Applicable Law Agreement in accordance with its terms and the Clean Team Confidentiality AgreementEffective Time, Rhino shall, no later than Parent shall furnish to the 25th day Company (i) within two (2) business days following preparation thereof (and in any event within twenty (20) business days after the end of each calendar month, provide Hippo commencing with December 2002), an unaudited balance sheet as of the end of such month and the related statement of earnings, (ii) within two (2) business days following preparation thereof (and in any event within twenty (20) business days after the end of each fiscal quarter) an unaudited balance sheet as of the end of such quarter and the related statements of earnings, stockholders’ equity (deficit) and cash flows for the quarter then ended, and (iii) within two (2) business days following preparation thereof (and in any event within ninety (90) calendar days after the end of each fiscal year), an audited balance sheet as of the end of such year and the related statements of earnings, stockholders’ equity (deficit) and cash flows, all of such financial statements referred to in the foregoing clauses (which will i), (ii) and (iii) to be derived from and prepared in accordance with United States generally accepted accounting principles in conformity with the practices consistently applied by Parent with respect to such financial statements. All the foregoing shall be consistent in accordance with the books and records of RhinoRx Parent and shall fairly present its Subsidiariesfinancial position (taking into account the differences between the monthly, quarterly and annual financial statements prepared by Parent in conformity with its past practices) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthperiod then ended. (d) Each of the parties hereto will hold, and will cause its consultants and advisers to hold, in confidence all documents and information furnished to it by or on behalf of another party to this Agreement in connection with the transactions contemplated by this Agreement pursuant to the terms of the Confidentiality Agreement, dated August 14, 2002, between the Company and Parent and the Confidentiality Agreement, dated December 3, 2002, between the Company and Parent (collectively, the “Confidentiality Agreement”).

Access to Information. (a) From The Company shall (and shall cause each Subsidiary to) permit representatives of the date hereof until the Effective Time or earlier termination of this AgreementBuyer to have full access (at all reasonable times, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such a manner so as not to interfere unreasonably with the conduct normal business operations of the business Company and the Subsidiaries) to all premises, properties, financial and accounting records, contracts, other records and documents, and personnel, of or pertaining to the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderCompany and each Subsidiary. (b) From Within 15 days after the date hereof until end of each month ending prior to the Effective Time or earlier termination Closing, beginning with October 31, 2001, the Company shall furnish to the Buyer an unaudited income statement for such month and a balance sheet as of this Agreementthe end of such month, prepared on a basis consistent with the Financial Statements. Such financial statements shall present fairly the financial condition and results of operations of the Company and the Subsidiaries on a consolidated basis as of the dates thereof and for the periods covered thereby, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and shall be consistent with the books and records of HippoRx the Company and its the Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From Each of the date hereof until Buyer and the Effective Time or earlier termination Merger 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 this Agreement, and (iii) if this Agreement is terminated for any reason whatsoever, shall return to the Company all tangible embodiments (and all copies) thereof which are in its possession. For purposes of this Agreement, "Confidential Information" means the information furnished under (a) and subject (b) above and any confidential or proprietary information of the Company or any Subsidiary that is furnished in writing to Applicable Law the Buyer or the Merger Subsidiary by the Company or any Subsidiary in connection with this Agreement and is, in each case, labeled confidential or proprietary; provided, however, that it shall not include any information (A) which, at the Clean Team Confidentiality Agreementtime of disclosure, Rhino shallis available publicly, (B) which, after disclosure, becomes available publicly through no later fault of the Buyer or the Merger Subsidiary, (C) which the Buyer or the Merger Subsidiary knew or to which the Buyer or the Merger Subsidiary had access prior to disclosure or (D) which the Buyer or the Merger Subsidiary rightfully obtains from a source other than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthCompany or a Subsidiary.

Access to Information. The Bank may disclose the Legal Agreements and any information related to the Legal Agreements in accordance with its policy on access to information, in effect at the time of such disclosure. The additional procedures set out below shall apply to the procurement of goods and works under contracts awarded on the basis of National Competitive Bidding, in order to ensure economy, efficiency, transparency, and broad consistency with the provisions of Section I of the Procurement Guidelines, pursuant to paragraph 3.3 of said Guidelines. In the event of a conflict between the Borrower’s procedures and the provisions of paragraphs 3.3 and 3.4 of the Procurement Guidelines, said paragraphs shall govern, including the following: (i) Invitations to bid shall be advertised in at least one (1) national newspaper with a wide circulation, at least 30 days prior to the deadline for the submission of bids; (ii) Bid documents shall be made available, by mail or in person, to all who are willing to pay the required fee; (iii) Foreign bidders shall not be precluded from bidding and no preference of any kind shall be given to national bidders in the bidding process; (iv) Bidding shall not be restricted to pre-registered firms; (v) Qualification criteria shall be stated in the bidding documents; (vi) Bids shall be opened in public, immediately after the deadline for submission of bids; (vii) Bids shall not be rejected merely on the basis of a comparison with an official estimate without the prior written agreement of the Bank; (viii) Before rejecting all bids and soliciting new bids, the Bank’s prior written agreement shall be obtained; (ix) Bids shall be solicited and works contracts shall be awarded on the basis of unit prices; (x) Contracts shall not be awarded on the basis of nationally negotiated rates; (xi) Single bids shall also be considered for award; (xii) Contracts shall be awarded to the lowest evaluated and qualified bidder; (xiii) Post-bidding negotiations shall not be allowed with the lowest evaluated or any other bidders; (xiv) Draft contracts shall be reviewed by the Bank in accordance with prior review procedures; (xv) State-owned enterprises shall be eligible to bid only if they can establish that they are legally and financially autonomous, operate under commercial law, and are not a dependent agency of the Borrower; (xvi) A firm declared ineligible by the Bank, based on a determination by the Bank that the firm has engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for or in executing a Bank-financed contract, shall be ineligible to be awarded a Bank- financed contract during the period of time determined by the Bank; (xvii) The Bank shall declare a firm ineligible, either indefinitely or for a stated period, to be awarded a contract financed by the Bank, if it at any time determines that the firm has, directly or through an agent, engaged in corrupt, fraudulent, collusive, coercive, or obstructive practices in competing for, or in executing, a contract financed by the Bank; and (xviii) Each contract financed from the proceeds of a Loan shall provide that the suppliers, contractors, and subcontractors shall permit the Bank, at its request, to inspect their accounts and records relating to the performance of the contract and to have said accounts and records audited by auditors appointed by the Bank. The deliberate and material violation by the supplier, contractor, or subcontractor of such provision may amount to an obstructive practice. 1. The following table sets forth the Principal Payment Dates of the Loan and the percentage of the total principal amount of the Loan payable on each Principal Payment Date (“Installment Share”). If the proceeds of the Loan have been fully withdrawn as of the first Principal Payment Date, the principal amount of the Loan repayable by the Borrower on each Principal Payment Date shall be determined by the Bank by multiplying: (a) From the date hereof until Withdrawn Loan Balance as of the Effective Time or earlier termination first Principal Payment Date; by (b) the Installment Share for each Principal Payment Date, such repayable amount to be adjusted, as necessary, to deduct any amounts referred to in paragraph 4 of this AgreementSchedule, to which a Currency Conversion applies. On each January 15 and subject to Applicable Law and July 15, Beginning July 15, 2018 through January 15, 2038 2.44 On July 15, 2038 2.40 2. If the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records proceeds of the business Loan have not been fully withdrawn as of the HippoRx Group or first Principal Payment Date, the business principal amount of the RhinoRx Group, as Loan repayable by the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 Borrower on each Principal Payment Date shall be conducted in such manner determined as not to interfere unreasonably with follows: (a) To the conduct extent that any proceeds of the business Loan have been withdrawn as of the other party. No information or knowledge obtained first Principal Payment Date, the Borrower shall repay the Withdrawn Loan Balance as of such date in any investigation pursuant to accordance with paragraph 1 of this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderSchedule. (b) From Any amount withdrawn after the first Principal Payment Date shall be repaid on each Principal Payment Date falling after the date hereof until of such withdrawal in amounts determined by the Effective Time or earlier termination Bank by multiplying the amount of each such withdrawal by a fraction, the numerator of which is the original Installment Share specified in the table in paragraph 1 of this Agreement, and subject to Applicable Law Schedule for said Principal Payment Date (“Original Installment Share”) and the Clean Team Confidentiality Agreementdenominator of which is the sum of all remaining Original Installment Shares for Principal Payment Dates falling on or after such date, Hippo shallsuch amounts repayable to be adjusted, no later than the 25th day as necessary, to deduct any amounts referred to in paragraph 4 of each calendar monththis Schedule, provide Rhino with such unaudited financial statements (to which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar montha Currency Conversion applies. (ca) From Amounts of the Loan withdrawn within two (2) calendar months prior to any Principal Payment Date shall, for the purposes solely of calculating the principal amounts payable on any Principal Payment Date, be treated as withdrawn and outstanding on the second Principal Payment Date following the date hereof until of withdrawal and shall be repayable on each Principal Payment Date commencing with the Effective Time or earlier termination second Principal Payment Date following the date of withdrawal. (b) Notwithstanding the provisions of sub-paragraph (a) of this Agreementparagraph, if at any time the Bank adopts a due date billing system under which invoices are issued on or after the respective Principal Payment Date, the provisions of such sub-paragraph shall no longer apply to any withdrawals made after the adoption of such billing system. 4. Notwithstanding the provisions of paragraphs 1 and subject 2 of this Schedule, upon a Currency Conversion of all or any portion of the Withdrawn Loan Balance to Applicable Law and an Approved Currency, the Clean Team Confidentiality Agreementamount so converted in the Approved Currency that is repayable on any Principal Payment Date occurring during the Conversion Period, Rhino shall, no later than shall be determined by the 25th day Bank by multiplying such amount in its currency of each calendar month, provide Hippo with such unaudited financial statements denomination immediately prior to the Conversion by either: (which will be derived from and be consistent i) the exchange rate that reflects the amounts of principal in the Approved Currency payable by the Bank under the Currency Hedge Transaction relating to the Conversion; or (ii) if the Bank so determines in accordance with the books and records of RhinoRx and its Subsidiaries) Conversion Guidelines, the exchange rate component of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthScreen Rate.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing Date, upon reasonable notice, the Seller shall cause its Affiliates, officers, directors, employees, agents, representatives, accountants and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall counsel to: (i) give to afford the other partyofficers, its employees, agents, accountants, counsel, financial advisorsfinancing sources and representatives of the Purchaser reasonable access, auditors and other authorized representatives reasonable access during normal business hours, to the offices, properties, plants, other facilities, books and records of the business Seller relating to the Purchased Business and to those officers, directors, employees, agents, accountants and counsel of the HippoRx Group or Seller who have any knowledge relating to the business of the RhinoRx Group, as the case may be, Purchased Business; and (ii) furnish to the other partyofficers, its employees, agents, accountants, counsel, financial advisors, auditors financing sources and other authorized representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Purchased Business (or legible copies thereof) as such Persons the Purchaser may from time to time reasonably request and request; provided that with respect to subsection (iiii) instruct above, the Purchaser will endeavor to avoid unreasonable disruption of the Seller’s business operations. Purchaser shall not communicate with any employees of Seller except for those employees designated in writing by Seller. The information furnished by the Seller or its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in Purchaser or its investigation. Any investigation representatives pursuant to this Section 11.05 5.02 shall be conducted in such manner as not subject to interfere unreasonably with the conduct provisions of the business of Confidentiality Agreement between the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderparties hereto dated December 7, 2004. (b) From In order to facilitate the date hereof until resolution of any Claims made against or incurred by the Effective Time or earlier termination Seller prior to the Closing Date, for a period of this Agreementseven years after the Closing Date, the Purchaser shall (i) retain the books and subject records relating to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than Purchased Business relating to periods prior to the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be Closing Date in a manner reasonably consistent with the prior practice of the Seller 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. (c) In order to facilitate the resolution of any Claims made by or against or incurred by the Purchaser after the Closing Date or for any other reasonable purpose, for a period of seven years following the Closing Date, the Seller shall (i) retain the books and records of HippoRx the Seller which relate to the Purchased Business and its Subsidiariesoperations for periods prior to the Closing Date and which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Hippo Institutional Pharmacy Business as are provided Purchaser reasonable access (including the right to and used by Hippomake photocopies, at the Purchaser’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreementexpense), and subject during normal business hours, to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrecords.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementUpon reasonable advance notice, and subject to Applicable Law applicable Law, including privacy Laws, antitrust Laws and Gaming Laws, the Clean Team Confidentiality Agreement, each of Hippo and Rhino Seller Parties shall (i) give afford to the other partydirectors, its officers, employees, accountants, counsel, financial advisorsagents, auditors and other authorized representatives of Purchaser reasonable access access, during normal business hours to the offices, Seller Parties' personnel and to the properties, books books, statements, accounts, Contracts and records relating to the Acquired Entities, as well as to the Seller Parties' internal auditors and outside auditors in order to allow for the audit of financial statements of the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Acquired Entities; provided that any such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 access shall be conducted in such a manner so as not to interfere unreasonably with the conduct operation of any business by Seller or any of its Subsidiaries. Each of the business of the other party. No information Acquired Entities shall permit Purchaser's senior officers to meet with its respective personnel who are responsible for its financial statements, its internal controls, and its disclosure controls and procedures to discuss such matters as Purchaser may deem reasonably necessary or knowledge obtained in any investigation pursuant appropriate for Purchaser to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereundersatisfy its obligations (if any) under SOXA post-Closing Date. (b) From Each of the date hereof until Acquired Entities shall deliver to Purchaser promptly after they become available and, in any case, within fifteen (15) days after the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day end of each calendar month, provide Rhino an unaudited balance sheet of each of GNLV and GNELLC as of the end of such month and an unaudited statement of income of GNLV and GNELLC for the one (1) month period then ending and the period since December 31, 2004. Such balance sheets and statements of income shall be in the form currently prepared for management's use. All such balance sheets and statements of income shall be prepared in accordance with the books of account and other financial records of the Acquired Entities in good faith by the management of the Acquired Entities based upon reasonable assumptions and consistent with past practice. (c) Subject to Gaming Laws, the Seller Parties shall cause GNLV to deliver to Purchaser promptly after they become available and, in any case, within five (5) days after the end of each week, separate reports setting forth the gross gaming win of GNLV during such unaudited financial statements (which will week. Such reports shall be prepared in good faith and derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthGNLV. (cd) From Subject to Gaming Laws, each of the Acquired Entities shall deliver to Purchaser monthly reports setting forth all hirings, terminations and resignations of its employees, the date hereof until of termination or resignation and the Effective Time stated reason or earlier cause (if known) for such termination or resignation within five (5) days after the end of each month beginning the month after the date of this Agreement. (e) With respect to each Multiemployer Plan, Seller will make available to Purchaser complete, accurate and subject current copies of all material communications in respect thereof during the six (6) year period ending immediately prior to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo Closing Date with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthany Governmental Entity.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, upon reasonable notice and subject to Applicable Law during normal business hours, the Seller shall cause its officers, directors, employees, agents, representatives, accountants and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall counsel to: (i) give to afford the other partyofficers, its employees, agents, accountants, counsel, financial advisors, auditors financing sources and other authorized representatives of the Purchaser reasonable access to the offices, properties, other facilities, books and records of the business Seller relating to the Business, including access to enter upon such properties and facilities to investigate and collect air, surface water, groundwater and soil samples or to conduct any other type of environmental assessment, and to those officers, directors, key employees, agents, accountants and counsel of the HippoRx Group or Seller who have any Knowledge relating to the business of the RhinoRx Group, as the case may be, Business and (ii) furnish to the other partyofficers, its employees, agents, accountants, counsel, financial advisors, auditors financing sources and other authorized representatives of the Purchaser such additional financial and operating data and other information as such Persons may reasonably request regarding the assets, properties, liabilities and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct goodwill of the business of Business (or legible copies thereof) as the other party. No information or knowledge obtained in any investigation pursuant Purchaser may from time to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereundertime reasonably request. (b) From In order to facilitate the date hereof until resolution of any claims made against or incurred by the Effective Time or earlier termination Seller prior to the Closing, for a period of this Agreementseven years after the Closing, the Purchaser shall (i) retain the books and subject records relating to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than Business relating to periods prior to the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be Closing in a manner reasonably consistent with the prior practice of the Seller 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. (c) In order to facilitate the resolution of any claims made by or against or incurred by the Purchaser after the Closing or for any other reasonable purpose, for a period of seven years following the Closing, the Seller shall (i) retain the books and records of HippoRx the Seller which relate to the Business and its Subsidiariesoperations for periods prior to the Closing and which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Hippo Institutional Pharmacy Business as are provided Purchaser reasonable access (including the right to and used by Hippo’s and HippoRx’s management as of and for make photocopies, at the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this AgreementPurchaser's expense), and subject during normal business hours, to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrecords.

Access to Information. (a) From the date hereof of this Agreement until the Effective Time or earlier termination Closing, the Buyer shall be entitled, through its employees and representatives, to make such investigations of this Agreementthe assets, and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the officesliabilities, properties, books business and operations of the Sellers and the Subject Business, and such examination of the books, records and financial condition of the Sellers and the Subject Business, as the Buyer wishes. Any such investigation and examination shall be conducted upon reasonable notice to the Sellers at reasonable times and under reasonable circumstances and the Sellers shall cooperate fully therein. In order that the Buyer may have full opportunity to make such business, accounting and legal review, examination and investigation as it may wish of the business and affairs of the HippoRx Group or Sellers, the business Sellers shall furnish the representatives of the RhinoRx Group, as Buyer during such period with all such information and copies of such documents concerning the case may be, (ii) furnish to affairs of the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information Sellers as such Persons representatives may reasonably request and (iii) instruct shall cause its officers, employees, counselconsultants, financial advisorsagents, auditors accountants and other attorneys to cooperate fully with such representatives in connection with such review and examination. If this Agreement is terminated, the Buyer, its officers, directors, employees, agents and authorized representatives to cooperate with shall keep confidential and shall not use in any manner any information or documents obtained from the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with Sellers concerning the conduct assets, liabilities, properties, customer lists, business and operations of the business Sellers, unless readily ascertainable from public or published information, or trade sources, or already known or subsequently developed by the Buyer independently of any investigation of the other partySellers, or received from a third party not under an obligation to the Sellers to keep such information confidential. No information If this Agreement is terminated, (a) the Buyer shall immediately return to the Sellers any documents obtained from the Sellers together with all copies thereof then in the Buyer's possession or knowledge obtained in any investigation pursuant under the Buyer's control, and shall agree thereafter to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder. keep the contents thereof strictly confidential and (b) From the Buyer shall not induce or attempt to induce, or assist others in inducing or attempting to induce, any employee of the Sellers to terminate his relationship with the Sellers for a period of two (2) years from the date hereof until hereof. The Sellers shall be entitled to specific performance, injunctive and other equitable relief for the Effective Time or earlier termination enforcement of the provisions of this AgreementSection 7.2 by a court of competent jurisdiction, it being acknowledged and subject to Applicable Law and agreed by the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time Buyer that any breach or earlier termination threatened breach of this Agreement, and subject Section 7.2 will cause irreparable injury to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (Sellers for which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.money damages alone

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing Date, upon reasonable notice, the Seller shall cause its Affiliates, officers, directors, employees, agents, representatives, accountants and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall counsel to: (i) give to afford the other partyofficers, its employees, agents, accountants, counsel, financial advisorsfinancing sources and representatives of the Purchaser reasonable access, auditors and other authorized representatives reasonable access during normal business hours, to the offices, properties, plants, other facilities, books and records of the business Seller relating to the Purchased Business and to those officers, directors, employees, agents, accountants and counsel of the HippoRx Group or Seller who have any knowledge relating to the business of the RhinoRx Group, as the case may be, Purchased Business; and (ii) furnish to the other partyofficers, its employees, agents, accountants, counsel, financial advisors, auditors financing sources and other authorized representatives of the Purchaser such additional financial and operating data and other information regarding the assets, properties, liabilities and goodwill of the Purchased Business (or legible copies thereof) as such Persons the Purchaser may from time to time reasonably request and request; provided that with respect to subsection (iiii) instruct above, the Purchaser will endeavor to avoid unreasonable disruption of the Seller's business operations. Purchaser shall not communicate with any employees of Seller except for those employees designated in writing by Seller. The information furnished by the Seller or its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in Purchaser or its investigation. Any investigation representatives pursuant to this Section 11.05 5.02 shall be conducted in such manner as not subject to interfere unreasonably with the conduct provisions of the business of Confidentiality Agreement between the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderparties hereto dated December 7, 2004. (b) From In order to facilitate the date hereof until resolution of any Claims made against or incurred by the Effective Time or earlier termination Seller prior to the Closing Date, for a period of this Agreementseven years after the Closing Date, the Purchaser shall (i) retain the books and subject records relating to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than Purchased Business relating to periods prior to the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be Closing Date in a manner reasonably consistent with the prior practice of the Seller 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. (c) In order to facilitate the resolution of any Claims made by or against or incurred by the Purchaser after the Closing Date or for any other reasonable purpose, for a period of seven years following the Closing Date, the Seller shall (i) retain the books and records of HippoRx the Seller which relate to the Purchased Business and its Subsidiariesoperations for periods prior to the Closing Date and which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, afford the officers, employees, agents and representatives of the Hippo Institutional Pharmacy Business as are provided Purchaser reasonable access (including the right to and used by Hippo’s and HippoRx’s management as of and for make photocopies, at the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this AgreementPurchaser's expense), and subject during normal business hours, to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrecords.

Access to Information. (a) From Seller shall afford to Buyer, and to Buyer's accountants, counsel, financial advisers and other representatives, at reasonable times (during normal business hours) until the Closing Date, access to all of Holdings and the Company's books, records, Contracts, facilities and personnel, including management and employees, so that Buyer may investigate Holdings and the Company and its Subsidiaries (including their financial statements, accounting methods, assets, liabilities, insurance and reinsurance Contracts and other arrangements, client lists, administrative procedures, operations and business plans and prospects); and Seller shall furnish promptly to Buyer from the date hereof until the Effective Time or earlier termination of this Agreement, and subject Closing updated financial statements comparable to Applicable Law those described in Section 3.8(a) promptly after such financial statements have been prepared by Holdings and the Clean Team Confidentiality AgreementCompany and in accordance with past practice, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records of the business of the HippoRx Group or the business of the RhinoRx Group, as in the case may beof each quarterly financial statement, (ii) furnish to certified by the other partyFinance Director of Holdings and the Company and, its counselin the case of each annual financial statement, financial advisors, audited by the independent auditors of Holdings and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunderCompany. (b) From Buyer shall afford to Seller, and to Seller's accountants, counsel, financial advisers and other representatives, at reasonable times (during normal business hours) until the Closing Date, access to all of Buyer's and its Subsidiaries' books, records, Contracts, facilities and personnel, including management and employees, so that Seller may investigate Buyer and its Subsidiaries (including their financial statements, accounting methods, assets, liabilities, insurance and reinsurance Contracts and other arrangements, client lists, administrative procedures, operations and business plans and prospects); and Buyer shall furnish promptly to Seller from the date hereof until the Effective Time or earlier termination of this AgreementClosing updated financial statements comparable to those described in Section 4.6(b) promptly after such financial statements have been prepared by Buyer and its Subsidiaries and in accordance with past practice, and subject to Applicable Law and in the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day case of each calendar monthquarterly financial statement, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with certified by the books and records Chief Financial Officer of HippoRx and its Subsidiaries) of Buyer and, in the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day case of each calendar monthannual financial statement, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with audited by the books and records independent auditors of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthBuyer.

Access to Information. (a) From Until the date hereof until earlier of the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementClosing Date, each of Hippo (1) the Company will afford Parent and Rhino shall (i) give to the other partyits accountants, its counsel, financial advisors, auditors counsel and other authorized representatives reasonable with full access during normal business hours to (A) all of the offices, properties, books books, contracts, personnel and records of the business Company and (B) all other information concerning the business, intellectual property, Taxes, properties and personnel of the HippoRx Group or Company as Parent may reasonably request, and (2) the business Company will provide to Parent and its accountants, counsel and other representatives true, correct and complete copies of internal financial statements promptly upon request. (b) Subject to Law, until the earlier of the RhinoRx Grouptermination of this Agreement pursuant to Article 7 and the Closing Date, the Company will cause the officers, counsel or other representatives of it to promptly notify Parent of, and to confer from time to time as requested by Parent with one or more representatives of Parent during ordinary business hours to discuss, any material changes or developments in the case may beoperational matters of the Company and the general status of the ongoing business and operations of the Company. If Parent requests further information or investigation of the Basis of any potential violations of Law, (ii) furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives Company shall cooperate with such financial and operating data and other information as such Persons may reasonably request and shall make available any personnel or experts engaged by the Company necessary to accommodate such request. (iiic) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to in accordance with this Section 11.05 shall affect 5.3 will affect, amend or supplement, or be deemed to modify affect, amend or supplement, any representation or warranty made by contained herein or in the Related Agreements, the Disclosure Schedule, the conditions to the obligations of the Parties to consummate the Transactions or any party hereunderParty’s rights hereunder (including rights under Article 8) or under any Related Agreement. (bd) From The Company will (1) notify Parent in writing promptly after learning of any Action initiated by or against the date hereof until Company, or to the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) knowledge of the Hippo Institutional Pharmacy Business Company to be threatened against the Company or any of its directors, officers, employees or stockholders in their capacity as are provided to such, including any Action threatened by any Securityholder (a “New Litigation Claim”); (2) notify Parent of ongoing material developments in any New Litigation Claim; and used by Hippo’s and HippoRx’s management as of and for (3) consult with Parent regarding the month ending on the last day conduct of the immediately preceding calendar monthdefense of any New Litigation Claim. (ce) From The foregoing provision of Section 5.3 will not (1) include access or information which the date hereof until Company is expressly prohibited by Law from granting or disclosing or (2) require the Effective Time Company to take any action which would, in the advice of counsel, constitute a waiver of any legal privilege, including the attorney-client privilege or earlier termination of this Agreementthe attorney work product privilege; provided, and subject to Applicable Law and that the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo Company will cooperate with Parent in providing such information under arrangements that are compliant with such unaudited financial statements (which will be derived from Laws and be consistent with the books and records protective of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthrelevant legal privilege.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this AgreementClosing, and subject to Applicable Law EWI and the Clean Team Confidentiality Agreement, each of Hippo Company will during normal business hours and Rhino shall upon reasonable prior notice: (i) give to the other party, afford Buyer and its counsel, financial advisors, auditors Representatives full and other authorized representatives reasonable free access to and the officesright to inspect all of the Real Property, propertiesEasements, Personal Property, premises, books and records of records, Contracts and other documents and data related to the business of the HippoRx Group or the business of the RhinoRx Group, as the case may beCompany, (ii) furnish Buyer and its Representatives with such financial, operating and other data and information related to the other party, Company as Buyer or any of its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons Representatives may reasonably request request, and (iii) instruct its employees, counsel, financial advisors, auditors the Representatives of EWI and other authorized representatives the Company to cooperate with Buyer and its Representatives in their investigation of the other party Company. (b) Without limiting the foregoing, with EWI’s prior consent (which will not be unreasonably withheld, conditioned or delayed) and upon reasonable notice, Buyer and its Representatives will be permitted to conduct environmental due diligence of the Company, the Real Property, and Easements, 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, the Real Property, and Easements. Buyer shall indemnify, defend and hold harmless EWI, the Company and their Representatives from and against any and all Losses to the extent directly caused by any acts performed in its investigationexercising Buyer’s rights under this Section 5.02(b). The indemnification and hold harmless provisions of this Section 5.02(b) shall survive termination hereof or Closing for a period of three (3) years. (c) Any investigation pursuant to this Section 11.05 shall 5.02 will be conducted in such manner as not to interfere unreasonably with the conduct of the business of EWI or the other partyCompany and EWI will have the right to have a representative of its choice present at any such investigation or visit by Buyer or its Representatives. No information or knowledge obtained in any If Buyer’s investigation pursuant to this Section 11.05 shall affect 5.02(a) or be deemed to modify any representation or warranty made by any party hereunder. (b) From reveals any information which make any of EWI’s or the date hereof until the Effective Time Company’s representations and warranties untrue or earlier termination inaccurate, Buyer will notify EWI of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino such information in accordance with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthSection 5.05(b). (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Between the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law Agreement and the Clean Team Confidentiality AgreementClosing Date, each of Hippo and Rhino shall Seller shall: (i) give to the other party, Buyer and its counsel, financial advisors, auditors and other authorized representatives reasonable access during normal business hours to the officesPurchased Assets and to all books, propertiesrecords, books offices and records of other facilities and properties relating to the business of the HippoRx Group or the business of the RhinoRx Group, as the case may be, Business; (ii) furnish permit Buyer to the other partymake such inspections thereof and perform such soil and groundwater tests, its counselsurveys, financial advisorsenvironmental assessments and audits, auditors and other authorized representatives inspections, tests and inquiries as Buyer may desire; and (iii) cause its officers or other appropriate officials to furnish Buyer with such financial and operating data and other information with respect to the Business as Buyer may from time to time reasonably request; provided, however, that any such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 by Buyer shall be conducted in such a manner as not to interfere unreasonably with the conduct operation of the business Business, and Buyer shall promptly repair and indemnify Seller against any damages, costs or claims caused by it or Exhibit 2.4 (continued) such representatives in connection with such inspections, tests and inquiries (other than damages, costs or claims caused by Seller or arising with respect to the condition of any of the other party. No information facilities or knowledge obtained in any investigation pursuant Business prior to this Section 11.05 shall affect such inspection, test or be deemed to modify any representation or warranty made by any party hereunderinquiry). (b) From the date hereof of this Agreement until the Effective Time Closing Date (or earlier termination at any time after the date hereof if this Agreement is terminated pursuant to Article X, Buyer and British Vita: (i) will hold, and will use its best efforts to cause its officers, directors, employees, lenders, accountants, representatives, agents, consultants and advisors to hold, in strict confidence all information (other than such information as may be publicly available) furnished to Buyer in connection with the transactions contemplated by this Agreement (collectively, the "Information"); and (ii) will not, without the prior written consent of Seller, release or disclose any Information to any other person, except to Buyer's officers, directors, employees, lenders, attorneys, accountants, representatives, agents, consultants and advisors who need to know the Information in connection with the consummation of the transactions contemplated by this Agreement, who are informed by Buyer of the confidential nature of the Information, and subject who agree to Applicable Law be bound by the terms and conditions of this Section 7.2(b) and will use the Clean Team Confidentiality AgreementInformation solely for the purposes of evaluating the transactions contemplated hereby. In the event Buyer or any Person to whom Buyer transmits the Information pursuant to this Agreement becomes legally compelled to disclose any of the Information, Hippo shallBuyer will provide Seller with prompt notice so that Seller may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Section 7.2(b), no later than or both. If the 25th day of each calendar monthtransactions contemplated by this Agreement are not consummated, provide Rhino with such unaudited financial statements (which the Information will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided returned to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the Seller immediately preceding calendar monthupon Seller's request therefor. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From During the date hereof until Pre-Closing Period, the Effective Time or earlier termination of this Agreement, and subject Company shall use its reasonable best efforts to Applicable Law and cause the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records senior employees of the business Company to confer on a regular basis with one or more representatives of the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish Buyer and to the other party, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives answer Buyer’s questions regarding matters relating to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and the status of the transactions contemplated hereby; provided, however, all such interactions shall be arranged with the Company so as not to be materially disruptive to the conduct of the business of the Company. Further, until the Closing Date, the Company shall provide Buyer with reasonable access to the Company’s books, records, assets and leased property. Nothing in this Section 6.3 shall require the Company to violate any obligation of confidentiality to which it is subject in discharging its obligations hereunder, take any action that may result in the loss of the attorney-client or similar privilege with respect to any information or provide access to proposed bids for new contracts or business or any related information where the Buyer or an Affiliate thereof also has submitted or intends to submit a bid for such contract or business. The Buyer agrees that such investigations shall be conducted in such a manner as to not interfere unreasonably with the operations of the Company, and the Buyer and its Representatives shall not speak to any of the employees, contractors, customers, distributors and suppliers of the Company for purposes of obtaining any such information without the prior consent of the Company, which shall not be unreasonably withheld. Each party hereby agrees to keep, preserve and maintain to the extent required by Law or relevant insurance carriers all books, records, documents and other information in the possession or control of such party and relevant to the foregoing purposes for a period of five (5) years after the Closing Date and hereby grants to the other party access to the same; provided, however, a party may destroy or otherwise dispose of any of the items referenced in this Section 6.3 at any time if the party seeking to destroy or dispose of such items provides sixty (60) days’ prior written notice to the other party of the intent to destroy or dispose of such items and affords such other party an opportunity to copy or otherwise remove such items. The exercise by any party of any right of access granted herein shall not materially interfere with the business operations of the other party. No information or knowledge obtained in any investigation pursuant In addition, subject to the destruction rights and obligations of this Section 11.05 6.3, for a period of five (5) years following the Closing, Buyer shall affect provide to the Company Equityholder Representative upon request copies of any Company documents or be deemed records in Buyer’s or the Company’s possession or reasonably available to modify any representation Buyer related to Company legal, financial, tax or warranty made by any party hereunderaccounting matters with respect to periods prior to the Closing Date. (b) From Within ten (10) days after the date hereof until end of each month ending prior to the Effective Time or earlier termination Closing, beginning with December 2014, the Company shall furnish to the Buyer an unaudited income statement for such month and a balance sheet as of this Agreementthe end of such month, prepared on a basis consistent with the Company 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 subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and shall be consistent with the books and records of HippoRx the Company and its the Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From The Company shall, if requested by the date hereof until Buyer, introduce the Effective Time or earlier termination Buyer to customers and suppliers of this Agreement, and subject to Applicable Law the Company and the Clean Team Confidentiality Agreement, Rhino shall, no later than Subsidiaries for the 25th day purpose of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with facilitating the books and records of RhinoRx and its Subsidiaries) post-Closing integration of the Rhino Institutional Pharmacy Business as are provided to Company and used by Rhino’s the Subsidiaries and RhinoRx’s management as of and for the month ending on the last day their businesses into that of the immediately preceding calendar monthBuyer.

Access to Information. (a) From Seller shall afford to Purchaser reasonable access, upon reasonable notice during normal business hours, consistent with applicable Law (including, for the date hereof until avoidance of doubt, applicable Laws relating to privacy, data protection and the Effective Time collection, retention, protection, transfer, use and processing of Personal Data), in furtherance of the consummation of the transactions contemplated hereby and in accordance with the procedures established by Seller, during the period prior to the Closing, and solely for purposes of integration planning, to the properties, books, Contracts, records and personnel of Seller and the Seller Subsidiaries primarily or earlier termination exclusively related to the Acquired Assets and the Assumed Liabilities; provided, however, that: (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject or provide access to classified properties, books, Contracts or records in discharging their obligations pursuant to this Section 5.2(a); (ii) Seller shall make available, or cause the Seller Subsidiaries to make available, Transferred Employee personnel files only after the Closing Date; provided that Seller shall not make, or cause to be made, available medical records, workers compensation records or the results of any drug testing; provided further that Purchaser shall indemnify and hold Seller and its Affiliates harmless from any Liabilities arising out of or relating to the transfer of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on any property of Seller or any of its Affiliates. (b) Purchaser agrees that any investigation undertaken pursuant to the access granted under Section 5.2(a) shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business (or any other business of Seller or any of its Affiliates), and none of Purchaser or any of its Affiliates or Representatives shall communicate with any of the Business Employees without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any of its Affiliates shall be required to provide access to or disclose information where, in the reasonable judgment of Seller, such access or disclosure would jeopardize attorney-client or other applicable privilege or protection, or contravene any Laws or contractual obligations, or such information concerns the valuation of or future plans for the Business or the process in which Seller and subject its Affiliates have engaged in connection with a sale of the Business. (c) At and after the Closing, Purchaser shall, and shall cause its Affiliates to, afford Seller, its Affiliates and their respective Representatives, during normal business hours, upon reasonable notice, access to Applicable Law the properties, books, Contracts, records and Business Employees to the Clean Team Confidentiality Agreementextent that such access may be reasonably requested by Seller, each including in connection with financial statements, Taxes, reporting obligations, defense of Hippo claims and Rhino compliance with applicable Laws; provided, however, that nothing in this Agreement shall limit any of Seller’s or any of its Affiliates’ rights of discovery. (id) give Notwithstanding anything to the contrary in this Section 5.2, no Party shall be deemed to have breached this Section 5.2 if such Party cannot provide to the other partyParty access of the other such Party pursuant to this Section 5.2 as a result of Covid-19 or the Covid-19 Measures; provided that for so long as any applicable Covid-19 Measures are in effect, the providing Party shall, and shall cause its counselSubsidiaries to, financial advisors, auditors and other authorized representatives use commercially reasonable efforts to provide access to the offices, properties, receiving Party and its Representatives under this Section 5.2 through virtual or other remote means. (e) Purchaser agrees to hold all the books and records of the business of Business existing on the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) furnish to the other party, its counsel, financial advisors, auditors Closing Date and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with destroy or dispose of any thereof for a period of seven (7) years from the conduct of the business of the other party. No information Closing Date or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or such longer time as may be deemed to modify any representation or warranty made required by any party hereunder. (b) From the date hereof until the Effective Time or earlier termination of this AgreementLaw, and subject thereafter, if it desires to Applicable Law destroy or dispose of such books and the Clean Team Confidentiality Agreementrecords, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with to offer first in writing at least sixty (60) days prior to such unaudited financial statements (which will be derived from destruction or disposition to surrender them to Seller; provided that Seller has only been permitted to receive and be consistent with the keep such books and records for purposes of HippoRx its or its Affiliates’ financial statements, Taxes, reporting obligations, defense of claims and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthcompliance with applicable Laws. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From During the period from the date hereof of this Agreement and continuing until the Effective Time or earlier of the termination of this AgreementAgreement or the Closing Date, and subject to Applicable Law upon reasonable notice, Seller and the Clean Team Confidentiality Agreement, Netherlands Subsidiary will (and will cause each of Hippo and Rhino shall (iits Subsidiaries to) give afford to the other partyofficers, its employees, counsel, financial advisors, auditors accountants and other authorized representatives of Purchaser reasonable access during normal business hours to the officesall properties, propertiespersonnel, books and records of relating to the business of Non-North America Business, the HippoRx Group or Transferred Assets and the business of the RhinoRx Group, as the case may be, (ii) Assumed Liabilities and furnish to the other party, its counsel, financial advisors, auditors and other authorized representatives such Persons such financial and operating data and other information concerning the Non-North America Business, the Transferred Assets and the Assumed Liabilities, as such Persons may will from time to time reasonably request and (iii) instruct its the officers, directors, employees, counselcounsel and financial advisors of Seller and its Subsidiaries to discuss the Non-North America Business, financial advisors, auditors the Transferred Assets and other authorized representatives to the Assumed Liabilities and otherwise fully cooperate with the other party in its investigation. Any investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of Seller and its Subsidiaries; provided, however, that any such access shall be conducted at a reasonable time under the other party. No information supervision of personnel of the Seller or knowledge obtained in its Subsidiaries, as the case may be; provided, further, however, that neither Purchaser nor its representatives shall (i) have the right to conduct any investigation pursuant intrusive environmental investigations of any nature including any soil, water, air or structural sampling at the Non-North America Business or any property related thereto; or (ii) subject to this Section 11.05 Article VII, communicate to Seller’s employees, directly or indirectly, without the prior consent of Seller (which consent shall affect or not be deemed to modify any representation or warranty made by any party hereunderunreasonably withheld). (b) From At the date hereof until the Effective Time or earlier termination of this AgreementClosing and for a reasonable time following Closing, and subject to Applicable Law not less than 6 months, Seller and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day Netherlands Subsidiary shall make available to Purchaser copies of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the all books and records of HippoRx relating to the Non-North America Business, and sales literature, product information, employment records and files and other information and/or data related to or used by Seller and its Subsidiaries) Subsidiaries in, or that arise out of, the operation of the Hippo Institutional Pharmacy Non-North America Business as and are provided to and used by Hippo’s and HippoRx’s management as of and for not included in the month ending on Records, that the last day of the immediately preceding calendar monthPurchaser may reasonably request. (c) From Subject to Section 6.4(e) and Section 10.15, nothing herein shall require the Seller to disclose any information to Purchaser if such disclosure would, in its reasonable judgment (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable law, fiduciary duty or binding agreement entered into prior to the date hereof until the Effective Time or earlier termination of this AgreementAgreement (including any confidentiality agreement to which it or its Affiliates is a party); provided, and subject to Applicable Law and the Clean Team Confidentiality Agreementhowever, Rhino shall, no later than the 25th day of each calendar month, that Seller shall provide Hippo Purchaser with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) notice of the Rhino Institutional Pharmacy Business information so withheld and, to the extent requested by Purchaser, shall cooperate with Purchaser to implement such arrangements as are provided may be necessary in order to permit such disclosure without resulting in the effects specified in clauses (i) and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month(ii).

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, The Parties agree that upon reasonable notice and subject to Applicable Law applicable Laws relating to exchange of information and the Clean Team Confidentiality Agreement, in each of Hippo and Rhino shall (i) give case subject to the requirements that such requests or access shall not unreasonably interfere with the business or operations of the Party, it shall afford the other partyParty and its officers, its employees, counsel, financial advisors, auditors accountants and other authorized representatives reasonable access during normal business hours throughout the period prior to the officesEffective Time to its books, propertiesrecords, books properties and records of personnel and to such other information as such other Party may reasonably request and, during such period, the business of the HippoRx Group or the business of the RhinoRx GroupParties, as the case may be, (ii) shall furnish to the other partyParty promptly all information concerning its business, its counsel, financial advisors, auditors properties and personnel as the other authorized representatives such financial and operating data and other information as such Persons may reasonably request request. Neither Community nor Parent, nor any of Parent’s Subsidiaries shall be required to provide access to or to disclose information to the extent such access or disclosure would jeopardize the attorney-client privilege of such party or its Subsidiaries or contravene any Law or binding agreement entered into prior to the date of this Agreement. The Parties shall make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. Parent and Citizens shall use commercially reasonable efforts to minimize any interference with Community’s regular business operations during any such access to Community’s property, books and records. (b) As soon as reasonably practicable after they become available, but in no event more than twenty (20) days after the end of each calendar month ending after the date hereof and at least seven (7) Business Days before the Closing, Community will furnish to Parent and Citizens: (i) consolidated financial statements (including balance sheets, statements of operations and stockholders’ equity) of as of and for such month then ended (including the month ended immediately prior to the Closing Date) (the “Monthly Financial Statements”); (ii) internal management reports showing actual financial performance against plan; (iii) instruct to the extent permitted by applicable Law, any reports provided to the Community Board or any committee thereof relating to the financial performance and risk management of it or any of its employeesSubsidiaries; and (v) a listing of all new and renewed loans and loan modifications, counselloan payoffs (meaning a closed paid note) and loan purchases with a balance of $250,000 or greater that were completed or made during the preceding month. Community shall also furnish to Parent and Citizens copies of all Call Reports that will be filed after the date hereof with any Regulatory Agencies, including all financial advisorsstatements included in such Call Reports and any related work papers. Community shall also undertake all commercially reasonable efforts to complete the audit of its consolidated financial statements (including balance sheets, auditors statements of operations and stockholders’ equity) as of and for the year ended December 31, 2017 (the “2017 Audited Financial Statements”), as promptly as practicable and by no later than March 15, 2018. Each of the Monthly Financial Statements, the financial statements contained in any Call Report filed by Community after the date hereof, and 2017 Audited Financial Statements shall be prepared in accordance with GAAP and regulatory accounting principles and other authorized representatives applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of Community’s chief financial officer to cooperate the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Community in all material respects. Such financial statements shall also reflect accruals for all Transaction Expenses incurred as of the date of such financial statements in accordance with the other party in its investigation. Any investigation GAAP. (c) All nonpublic information and materials provided pursuant to this Section 11.05 Agreement shall be conducted in such manner as not subject to interfere unreasonably with the conduct provisions of the business of Confidentiality Agreement entered into between the other party. Parties dated October 30, 2017 (the “Confidentiality Agreement”). (d) No information investigation by a party hereto or knowledge obtained in any investigation pursuant to this Section 11.05 its representatives shall affect or be deemed to modify or waive any representation representations, warranties or warranty made by any covenants of the other party hereunder. (b) From the date hereof until the Effective Time or earlier termination of set forth in this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From Between the date hereof until and the Effective Time or earlier termination of this AgreementTime, the Company will give Parent and subject to Applicable Law Acquisition and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other their authorized representatives reasonable access to the all employees, plants, offices, properties, warehouses and other facilities and to all books and records of the business of Company, will permit Parent and Acquisition to make such inspections as Parent and Acquisition may reasonably request and will cause the HippoRx Group or the business of the RhinoRx Group, as the case may be, (ii) Company's officers to furnish to the other party, its counsel, financial advisors, auditors Parent and other authorized representatives Acquisition with such financial and operating data and other information with respect to the business, properties and personnel of the Company as such Persons Parent or Acquisition may from time to time reasonably request and (iii) instruct its employeesrequest, counsel, financial advisors, auditors and other authorized representatives to cooperate with the other party in its investigation. Any provided that no investigation pursuant to this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 4.5(a) shall affect or be deemed to modify any representation of the representations or warranty warranties made by any party hereunderthe Company. (b) From Between the date hereof until and the Effective Time Time, Parent will cause its officers to furnish to the Company, as the Company may reasonably request from time to time, such financial and operating data and other information with respect to the business, properties and personnel of Parent and Acquisition as may be included in the Parent SEC Reports or earlier termination is otherwise publicly available, provided that no investigation pursuant to this Section 4.5(b) shall affect or be deemed to modify any of this Agreement, and subject to Applicable Law the representations or warranties of Parent or Acquisition. (c) Between the date hereof and the Clean Team Confidentiality AgreementEffective Time, Hippo shall, no later than the 25th day Company shall furnish to Parent and Acquisition within twenty (20) business days after the end of each calendar monthmonth (commencing with September 30, provide Rhino 1996), an unaudited balance sheet of the Company as of the end of such month and the related statements of earnings, stockholders' equity (deficit) and, within twenty (20) business days after the end of each calendar quarter, cash flows for the quarter then ended, each prepared in accordance with such unaudited GAAP in conformity with the practices consistently applied by the Company with respect to its monthly financial statements (which will statements. All the foregoing shall be derived from and be consistent in accordance with the books and records of HippoRx the Company and its Subsidiaries) fairly present the financial position of the Hippo Institutional Pharmacy Business as are provided to Company (taking into account the differences between the monthly and used quarterly statements prepared by Hippo’s and HippoRx’s management the Company in conformity with its past practices) as of and for the month ending on the last day of the immediately preceding calendar monthperiod then ended. (cd) From Each of Parent and Acquisition will hold and will cause its consultants and advisors to hold in confidence all documents and information concerning the date hereof until Company furnished to Parent or Acquisition in connection with the Effective Time or earlier termination transactions contemplated by this Agreement pursuant to the terms of this Agreementthat certain Confidentiality Agreement dated July 16, 1996, entered into among the Company, Parent and subject Davidson & Associates, Inc. The Company will hold and will cause its consultants and advisors to Applicable Law hold in confidence all documents and information concerning Parent and its subsidiaries furnished to the Company in connection with the transactions contemplated hereby pursuant to the terms of that certain Confidentiality Agreement dated August 26, 1996, between Parent and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar monthCompany.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement, Sellers shall give Buyer and subject to Applicable Law and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisorsaccountants, auditors engineers, and other authorized representatives reasonable access to the offices, Assets and to all other properties, books equipment, books, records, Contracts, and records documents relating to the Stations for the purpose of audit and inspection, including inspections incident to the environmental survey described in Section 6.5 and the engineering report described in Section 6.6, and will furnish or cause to be furnished to Buyer or its authorized representatives all information with respect to the affairs and business of the HippoRx Group or Stations that Buyer may reasonably request (including any financial reports and operations reports produced with respect to the affairs and business of the RhinoRx GroupStations). Without limiting the generality of the foregoing, as the case may be, (ii) furnish to the other party, Sellers shall give Buyer and its counsel, financial advisors, auditors accountants and other authorized representatives such reasonable access to Sellers’ financial records and operating data and other information as such Persons may reasonably request and (iii) instruct its Sellers’ employees, counsel, financial advisors, auditors accountants and other authorized representatives for the purpose of preparing and auditing such financial statements as Buyer determines, in its judgment, are required or advisable to cooperate comply with federal or state securities laws and the rules and regulations of securities markets as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. Within thirty (30) days after the close of each month ending prior to the Closing Date, Sellers shall furnish to Buyer an unaudited statement of income and expense for the Stations for the month just ended, and within thirty (30) days after the close of each fiscal quarter ending prior to the Closing Date, the Sellers shall furnish to Buyer an unaudited quarterly statement of income and expense for such quarter and an unaudited balance sheet as of the end of such quarter. Within forty (40) days after the close of the fiscal year, Sellers shall furnish to Buyer its unaudited quarterly statement of income and expense for such quarter, an unaudited annual statement of income and expense for such year and an unaudited balance sheet as of the end of such year for the Stations. Sellers shall also furnish to Buyer such other financial statements that Sellers may provide to their lender, Athens First Bank & Trust Company (or any successor lender). The financial statements to be delivered hereunder shall be prepared on an accrual basis in accordance with generally accepted accounting principles applied on a basis consistent with prior periods, and such financial statements shall present fairly in all material respects the financial condition, assets, liabilities and results of the operations of the Stations as of the dates and for the periods indicated. Delivery of the financial statements to be delivered hereunder shall constitute a representation that such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except that the unaudited financial statements do not include footnotes or, with respect to the quarterly and monthly financial statements, customary year-end adjustments, and that such financial statements comply with the other party in its investigation. Any investigation pursuant to requirements of this Section 11.05 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the other party. No information or knowledge obtained in any investigation pursuant to this Section 11.05 shall affect or be deemed to modify any representation or warranty made by any party hereunder5.8. (b) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month. (c) From the date hereof until the Effective Time or earlier termination of this Agreement, and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management as of and for the month ending on the last day of the immediately preceding calendar month.

Access to Information. (a) From the date hereof until the Effective Time or earlier termination of this Agreement1. CNB Bancshares agrees to permit Fifth Third, its officers, employees, accountants, agents and attorneys, and subject Fifth Third agrees to Applicable Law permit CNB Bancshares, its officers, employees, accountants, agents and attorneys, to have reasonable access during business hours to their respective books, records and properties, and those of its respective subsidiaries as well, for the purpose of making a detailed examination, or updating and amplifying prior examinations, of the financial condition, assets, liabilities, legal compliance, affairs and the Clean Team Confidentiality Agreement, each of Hippo and Rhino shall (i) give to the other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access to the offices, properties, books and records conduct of the business of CNB Bancshares and the HippoRx Group CNB Subsidiaries or the business of the RhinoRx GroupFifth Third and its subsidiaries, as the case may be, (ii) furnish prior to the other partyEffective Time, its counseland also to permit the monitoring of the foregoing on an ongoing basis (such rights of examination and monitoring to be subject to the confidentiality obligations set forth in Section V.D.2. hereof); provided, financial advisorshowever, auditors no investigation by any of the parties or their respective representatives shall affect the representations and other authorized representatives such financial and operating data and other information as such Persons may reasonably request and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with warranties of the other party set forth herein. 2. Fifth Third will not disclose to others, shall not use in respect of its investigation(or any of its subsidiaries) business operations, and will hold in confidence any non-public, confidential information disclosed to it by CNB Bancshares concerning CNB Bancshares or the Bank Subsidiary. Any investigation pursuant CNB Bancshares will not disclose to this Section 11.05 others, shall not use in respect of its (or any of its subsidiaries) business operations, and will hold in confidence any non-public, confidential information disclosed to it concerning Fifth Third or any of its affiliates. In the event the Merger is not completed, all non-public financial statements, documents and materials, and all copies thereof, shall be conducted in such manner returned to CNB Bancshares or Fifth Third, as the case may be, and shall not to interfere unreasonably with be used by Fifth Third or CNB Bancshares, as the conduct of the business of the other party. No information or knowledge obtained case may be, in any investigation pursuant way detrimental to this Section 11.05 shall affect CNB Bancshares or be deemed to modify any representation or warranty made by any party hereunderFifth Third. (b) From the date hereof until the Effective Time or earlier termination 3. As soon as they are available, CNB Bancshares will provide to Fifth Third CNB Bancshares' unaudited, consolidated balance sheets, statements of this Agreementincome, changes in stockholders' equity and subject to Applicable Law and the Clean Team Confidentiality Agreement, Hippo shall, no later than the 25th day of each calendar month, provide Rhino with such unaudited financial statements (which will be derived from and be consistent with the books and records of HippoRx and its Subsidiaries) of the Hippo Institutional Pharmacy Business as are provided to and used by Hippo’s and HippoRx’s management cash flows as of and at June 30, 1999, and for the month ending on six months then ended, and shall continue to furnish such financial information for subsequent monthly and quarterly periods to Fifth Third, and audited, consolidated financial statements as at December 31, 1999 and for the last day year then ended, as soon as practicable, in each case, until the Closing Date. Such audited and unaudited consolidated financial statements of CNB Bancshares will fairly present, as applicable, the consolidated financial condition, results of operations and cash flows of CNB Bancshares as of the immediately preceding calendar monthdate thereof, and for the years or periods covered thereby, in conformity with GAAP, consistently applied (except as stated therein and except for the omission of notes to unaudited statements and except for year-end adjustments (consisting of normal recurring accruals)). CNB Bancshares timely shall furnish Fifth Third with copies of all reports filed by CNB Bancshares with the SEC subsequent to the date of this Agreement and until the Closing Date. (c) From the date hereof until the Effective Time or earlier termination 4. As soon as they are available, Fifth Third will provide to CNB Bancshares Fifth Third's unaudited, consolidated balance sheets, statements of this Agreementoperations, statements of stockholders' equity and subject to Applicable Law and the Clean Team Confidentiality Agreement, Rhino shall, no later than the 25th day of each calendar month, provide Hippo with such unaudited financial statements (which will be derived from and be consistent with the books and records of RhinoRx and its Subsidiaries) of the Rhino Institutional Pharmacy Business as are provided to and used by Rhino’s and RhinoRx’s management cash flows as of and at June 30, 1999, and for the month ending on six months then ended, and shall continue to furnish such financial information for subsequent monthly and quarterly periods to Fifth Third, and audited, consolidated financial statements as at December 31, 1999 and for the last day year then ended, as soon as practicable, in each case, until the Closing Date. Such audited and unaudited consolidated financial statements of Fifth Third will fairly present, as applicable, the consolidated financial condition, results of operations and cash flows of Fifth Third as of the immediately preceding calendar monthdate thereof, and for the years or periods covered thereby, in conformity with GAAP, consistently applied (except as stated therein and except for the omission of notes to unaudited statements and except for normal (in nature and amount) year-end adjustments to interim results). Fifth Third timely shall furnish CNB Bancshares with copies of all reports filed by Fifth Third with the SEC subsequent to the date of this Agreement and until the Closing Date.