Common use of Access to Premises and Information Clause in Contracts

Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing Date, the Company will permit Buyer, and its Representatives to have reasonable access during normal operating hours to the records and books of account of the Group Companies (the “Records”) in possession of the Group Companies and to the premises of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group Companies; provided, however, that such access shall be at Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoing.

Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon 7.1.1 Upon reasonable notice from time to time given prior to the earlier of the Closing Dateor the termination of this Agreement in accordance with Article 8, PSC will cause the Company will Companies to permit Buyer, Buyer and its Representatives to have reasonable access during normal operating hours to the books and records and books of account of the Group Acquired Companies (the “Records”) in possession of the Group Companies and to the premises of the Group Companies any Acquired Company during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group Companieshours; provided, however, that such access shall be at Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their AffiliatesAcquired Companies. All information exchanged pursuant to this Section 8.1 7.1 shall be subject to that certain non-disclosure and confidentiality letter agreement between Parent and Fox HeadXxxxxx Healthcare, Inc. and PSC dated January 31May 22, 2022 2015 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.17.1, any of the Company Sellers or any of the Companies may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreementagreement or undertaking with a third party; provided, however, that if any of the Sellers or any of the Companies withholds any documentation or information in accordance with this clause (a), PSC shall promptly notify Buyer that information or records are being withheld and use its commercially reasonable efforts to communicate to Buyer the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company such Seller or such Company, as applicable, after consultation with legal counsel, could would reasonably be expected to constitute risk a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company such Seller or such Company, as applicable, in good faith after consultation with legal counsel, could would reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (Legal Requirements or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingGovernmental Orders.

Access to Premises and Information. During the period from (i) From the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing Date, or the Company will earlier termination of this Agreement, Sellers shall, and shall cause the Current Managers to, permit BuyerPurchaser, and its Representatives respective representatives to have reasonable access during normal operating hours to the records and books Real Properties (including for the purposes of account conducting a Phase I environmental site assessment, which shall not include any monitoring or any type of the Group Companies (the “Records”) in possession of the Group Companies sample collection), and to the premises Business Records as shall be reasonably requested to verify the accuracy of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent representations and warranties contained in Seller’s sole discretion), in each casethis Agreement, to verify that the extent they relate covenants of Sellers contained in any manner this Agreement have been completed and to determine whether the conduct or operations of the Group Companies; conditions set forth in Section 5.2 have been satisfied (provided, however, that such access Seller shall not be at Buyer’s expense and Buyer required by this Section 3.4 to provide Purchaser, and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies respective representatives with access to or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or disclose information (ax) that is subject to the terms of a non-disclosure agreementconfidentiality agreement with a third party (provided, however, that the withholding party shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure), (by) the disclosure of which would violate any Legal Requirement or fiduciary duty (provided, however, that the withholding party shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit reasonable disclosure not in violation of any Legal Requirement or fiduciary duty) or (z) that may constitute privileged is subject to any attorney-client communications or attorney work productprivilege (provided, however, that the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will withholding party shall use its commercially reasonable efforts to provide allow for such requested document (access or portions thereof) or information disclosure to the maximum extent that does not result in a manner loss of attorney-client privilege); provided that would in each instance in which Seller elects to withhold information described in the foregoing clauses (x), (y) and/or (z), Seller promptly notifies Purchaser that such information is being withheld); provided that in each such instance in which Purchaser intends to enter the Real Property pursuant to this Section 3.4(i)(i), (i) Purchaser notifies Sellers in writing of its intent to enter the Real Property to conduct its due diligence not give rise less than forty-eight (48) hours prior to such entry; (ii) such entry shall be during normal business hours; (iii) the date and time period are scheduled with Sellers (which shall act reasonably in such scheduling); (iv) Sellers shall have the right to have a representative present at the time of any such discussion or entry upon the Real Property; and (v) Purchaser shall not in any event conduct any invasive testing or invasive investigation or sampling of any environmental media or building materials with respect to the consequences described Real Property. Notwithstanding the foregoing, (A) Purchaser shall not have the right to interview the Tenants under Leases or residents under Resident Agreements or any employee without the prior written consent of Sellers not to be unreasonably withheld, conditioned or delayed and (B) Purchaser’s rights hereunder shall be subject to the terms and limitations of any Ground Lease. In the event Purchaser is granted permission to conduct its inspection Purchaser shall conduct such inspections so as to minimize interference with the Business and the use of the Real Property by any of the Tenants or Residents. Failure of Sellers to grant Purchaser access to a Real Property due to Sellers’ obligations under or, restrictions contained in forgoingthe Leases, shall not constitute a breach of this Section 3.4 or this Agreement by Sellers if Sellers are acting reasonably. Sellers shall use commercially reasonable efforts to arrange for such access.

Access to Premises and Information. During the period from From the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9Date, upon reasonable notice from time to time prior to the Closing Datetime, the Company will permit Buyershall, and shall cause its Subsidiaries to, provide the Buyer and its Representatives to have reasonable access during normal operating business hours and under the supervision of Company personnel to the records and books of account of the Group Acquired Companies (the “Records”) in possession of the Group Companies and Acquired Companies, to the premises of the Group Companies during normal business hours (but excluding sampling or testing Acquired Companies, and to the officers and directors of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group CompaniesAcquired Companies as such Person may reasonably request; provided, however, that such access shall to such information and furnishing of such information will be conducted solely at the Buyer’s expense and the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”)Acquired Companies. Notwithstanding anything to the contrary contained in this Section 8.1, the Company Acquired Companies may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreementagreement or undertaking with a third party, (b) that may constitute constitutes privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company Acquired Companies in good faith after consultation with counselfaith, could reasonably be expected to conflict with applicable Laws; provided thatLegal Requirements. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality agreement between the Buyer and the Company, in each casedated August 21, 2014 (as amended, the Company “Confidentiality Agreement”), and Buyer acknowledges and agrees that it will use reasonable efforts to provide abide by the terms of such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingConfidentiality Agreement.

Access to Premises and Information. During the period from the date hereof until Prior to the earlier of the Closing or the date on which valid termination of this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing Date, the Company and Navistar will permit Buyer, Investor and its Representatives Representative Parties to have reasonable access during normal operating hours to the books and records and books of account of the Group Subject Companies (or the “Records”) in possession of the Group Companies Defense Business and to the premises premises, properties, facilities and offices of any Subject Company or the Group Companies Defense Business, in each case during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group Companiesand upon reasonable notice; provided, however, provided that such access shall be at Buyer’s expense and Buyer Investor and its Representatives Representative Parties shall not unreasonably disrupt the personnel and operations of the Group Companies or their AffiliatesSubject Companies. All information exchanged provided pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent Cerberus Capital Management, L.P. and Fox HeadNavistar, Inc. dated January 3121, 2022 2018 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information to the extent (a) that disclosure thereof would violate any Material Company Contract in effect on the date hereof to which any Subject Company is subject to the terms of a non-disclosure agreementparty or is subject, (b) that it may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counselCompany, could would reasonably be expected to constitute risk a waiver of such privilege or privilege, (c) if that the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith (after consultation with outside counsel) in good faith, could would reasonably be expected to conflict with applicable LawsLaws or Governmental Orders or (d) that it relates solely to Taxes or Tax Returns of Navistar or any of its Affiliates, other than the Subject Companies; provided that, in each case, that the Company shall give Investor notice of any information so withheld and the parties shall cooperate in seeking to find a way to allow and will use commercially reasonable efforts to provide allow disclosure of such requested document (or portions thereof) or information in a manner that to the extent doing so would not give rise be reasonably likely (after consultation with outside counsel) to cause such privilege to be waived with respect to such information or to conflict with such applicable Laws or Governmental Orders. From and after the consequences described date hereof, Navistar and the Subject Companies shall use commercially reasonable efforts to cooperate with Investor in forgoingarranging for calls and/or meetings with representatives of each of the customers of the Defense Business set forth on Schedule 8.1.

Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon Upon reasonable notice from time to time prior to the Closing Date, the Company Seller and the Acquired Companies will permit Buyer, the Buyer and its Representatives to have reasonable access during normal operating hours to the records and books of account of the Group Acquired Companies and the Business, including any Business Records to be included in the Transferred Assets and including other related information relating to the Business as the Buyer and its Representatives may reasonably request (the “Records”) in possession of the Group Companies and to the premises of either Acquired Company and the Group Companies during normal business hours (but excluding sampling or testing Owned Premises and senior management of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each caseAcquired Companies and, to the extent they relate in any manner to applicable, the conduct or operations of the Group CompaniesSeller during normal business hours; provided, however, that such access shall be at Buyer’s expense and the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Acquired Companies or their Affiliatesthe Seller. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox HeadSolera Holdings, Inc. and the Seller, dated January 31February 5, 2022 2014 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company Acquired Companies may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreementagreement or undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company Seller after consultation with counsel, could would reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company Seller in good faith after consultation with counsel, could would reasonably be expected to conflict with applicable Laws; provided thatLegal Requirements. In the event that any of the Acquired Companies or the Seller does not provide -41- access or information in reliance on the preceding sentence, it shall use its commercially reasonable efforts at the Buyer’s expense to communicate the applicable information to the Buyer in each casea way that would not violate the applicable Legal Requirements or obligation or waive any such privilege, including entering into a joint defense agreement or other arrangement to avoid loss of the attorney-client privilege, or make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply, including adopting additional specific procedures to protect the confidentiality of certain sensitive material and to ensure compliance with applicable Legal Requirements, and, if necessary, restricting review of certain sensitive material to the receiving party’s financial advisors or outside legal counsel. Prior to the Closing, the Company will Seller and the Acquired Companies shall, and shall cause their Representatives to, use commercially reasonable efforts to provide cooperate with Buyer in connection with (i) the arrangement of any debt financing for purposes of the Contemplated Transactions (with the understanding that no such requested document (or portions thereof) or information in debt financing shall be a manner that would not give rise condition to the consequences described Closing) and (ii) the preparation of forms, reports and other filings required to be made by Buyer under the Exchange Act in forgoingconnection with the transactions contemplated hereby, if any. Notwithstanding the foregoing, nothing in this Section 8.1 shall require any action or cooperation of the Seller, the Acquired Companies or the Other PGW Entities to the extent that it would or would reasonably be expected to (i) require the Seller, the Acquired Companies or any of the Other PGW Entities to expend money or incur obligations or liabilities or (ii) unreasonably interfere with the operations of the business of the Seller, the Acquired Companies or any of the Other PGW Entities, including (without limitation) the Business.

Access to Premises and Information. During the period from From the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9Date, upon reasonable notice from time to time prior to time, the Closing Date, Seller and the Company will permit Buyer, the Buyer and its Representatives to have reasonable access during normal operating business hours and under the supervision of Company personnel to the records and books of account of the Group Companies Company (the “Records”) in possession of the Group Companies Seller or the Company and to the premises of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group CompaniesCompany as such Person may reasonably request; provided, however, that such access shall to such information and furnishing of such information will be conducted solely at the Buyer’s expense and the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”)Company. Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a nonmay xxxxxxxxxx xxxxxxxxxx xxxxxxxx-disclosure agreement, (b) that may constitute privileged attorney-client xxxxxx communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (cb) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counselfaith, could reasonably be expected to conflict with applicable Laws; provided thatLegal Requirements. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality agreement between Integrated Electrical Services, in each caseInc., n/k/a IES Holdings, Inc. and Fidus Partners, LLC, on behalf of the Company Company, dated January 11, 2016 (the “Confidentiality Agreement”) and Buyer acknowledges and agrees that it will use reasonable efforts to provide abide by the terms of such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingConfidentiality Agreement.

Access to Premises and Information. During the period from (a) From the date hereof until the Closing, or until the earlier termination of Closing or the date on which this Agreement is terminated in accordance with Article 9Section 10, upon reasonable notice from time to time prior to the Closing Datetime, the Company Acquired Companies will permit Buyer, the Buyer and its Representatives to have reasonable access during normal operating business hours and under the supervision of Company personnel to the records and books of account of the Group Acquired Companies (the “Records”) in possession of the Group Acquired Companies and to the employees (with the coordination and approval of Xxxxx Xxxxx, not to be unreasonably withheld, conditioned or delayed) and premises of the Group Acquired Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group Companiesas such Person may reasonably request; provided, however, that such access shall to such information and furnishing of such information (i) will be conducted solely at the Buyer’s expense and expense, the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Acquired Companies and any such access shall take into account restrictions imposed by the Acquired Companies as a result of the COVID-19 Pandemic, (ii) will not include any sampling or their Affiliates. All information exchanged pursuant to this Section 8.1 testing of soil, sediment, surface or ground water and/or building material and (iii) Buyer and its authorized agents and representatives shall not contact or otherwise communicate with the employees, customers or suppliers of the Acquired Companies, or any other Person having a business relationship with the Acquired Companies, unless, in each case, approved in advance in writing by the Sellers’ Representative, which approval shall not be subject to that certain confidentiality letter agreement between Parent and Fox Headunreasonably withheld, Inc. dated January 31, 2022 (the “Confidentiality Agreement”)conditioned or delayed. Notwithstanding anything to the contrary contained in this Section 8.1, the Company Acquired Companies may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreementagreement or undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company Acquired Companies in good faith after consultation with counselfaith, could on the advice of legal counsel would reasonably be expected to conflict with applicable Laws; provided thatLegal Requirements or (d) in connection with any dispute related to this Agreement and the Contemplated Transaction between Buyer or any of its Affiliates, in each caseon the one hand, and any Seller, the Sellers’ Representative, the Company or any of their respective Affiliates, on the other hand. All Records or other information made accessible pursuant to this Section 8.1 shall be subject to that certain confidentiality agreement between Enpro Industries, Inc. and Xxxxxxx Xxxxx & Company, L.L.C. on behalf of the Company, dated September 7, 2023 (the “Confidentiality Agreement”) and Buyer acknowledges and agrees that it will abide by the terms of such Confidentiality Agreement; provided that upon Closing, such Confidentiality Agreement shall terminate automatically. The Company shall inform Buyer if it is withholding any information pursuant to the foregoing exceptions and, if permitted by Legal Requirements, describe the information being so withheld. If requested by Buyer, the Company shall use commercially reasonable efforts to provide extracts or summaries of such requested document (protected information or portions thereof) or otherwise provide such protected information in a manner that would not give rise jeopardize the applicable protection or contravene the applicable contract or Legal Requirement; provided, however, that the foregoing will not apply in connection with any dispute between the parties related to this Agreement or the consequences described in forgoingother Transaction Agreements.

Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon Upon reasonable notice from time to time prior to the Closing Date, the Company will permit Buyer, the Buyer and its Representatives to have reasonable access during normal operating hours to the records and books of account of the Group Acquired Companies (the “Records”) in possession of the Group Companies any Acquired Company and to the premises of the Group Companies any Acquired Company during normal business hours (but excluding sampling or testing including for the purpose of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they conducting physical inventory counts) that relate in any manner to the conduct or operations of any Acquired Company on or prior to the Group CompaniesClosing Date; provided, however, that such access shall be at Buyer’s expense and the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their AffiliatesAcquired Companies. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox HeadFebruary 21, Inc. dated January 31, 2022 2017 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreementagreement or undertaking with a third party, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could would reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could would reasonably be expected to conflict with applicable Laws; provided thatLegal Requirements, in each caseprovided, however, that if the Company will use is so restricted, it shall, unless prohibited or restricted under applicable Legal Requirements, notify the Buyer that information or records are being withheld and take reasonable efforts actions to provide remove such requested document (or portions thereof) or information in a manner that would not give rise restrictions and, to the consequences described in forgoingextent possible, provide the Buyer with as much information as permissible with respect to such document or information.

Access to Premises and Information. During the period from the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing Date, the Company will permit Buyershall provide, or cause to be provided, Buyer and its Representatives to have reasonable access during normal operating hours to the facilities, assets, properties, financial information, personnel, records and books of account of the Group Companies (the “Records”) in possession of the Group Companies and to the premises of the Group Companies during normal business hours (but excluding sampling or testing of the environment environment, soil, groundwater, or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group CompaniesCompanies or are reasonably necessary for the purpose of consummating the Contemplated Transactions (including the preparation of the Consolidated Annual Financial Statements); provided, however, that such access shall be at Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt the facilities, assets, properties, personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter non-disclosure agreement between Parent the Company and Fox HeadBuyer dated February 14, Inc. dated January 31, 2022 2024 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreementagreement or undertaking with a third party that any applicable Group Company is a party to, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with upon the advice of counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with upon the advice of counsel, could reasonably be expected would violate any applicable Laws to conflict which any applicable Group Company is bound; provided, that with applicable Laws; provided thatrespect to clauses (a), in each case(b) and (c), Seller and the Company will Group Companies shall use commercially reasonable efforts to provide put in place arrangements to permit such requested document (disclosure and cause such information, or portions the greatest portion possible thereof) or information , to be provided in a manner that would not give rise to the consequences described in forgoingcomplies with this Section 8.1.

Access to Premises and Information. During the period from From the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9Date, upon reasonable notice from time to time prior to time, the Closing Date, Seller and the Company will permit Buyer, the Buyer and its Representatives to have reasonable access during normal operating business hours and under the supervision of Company personnel to the records and books of account of the Group Companies Company (the “Records”) in possession of the Group Companies Seller or the Company and to the premises of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group CompaniesCompany as such Person may reasonably request; provided, however, that such access shall to such information and furnishing of such information will be conducted solely at the Buyer’s expense and the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”)Company. Notwithstanding anything to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a nonmay -00- xxxxxxxxxx xxxxxxxxxx xxxxxxxx-disclosure agreement, (b) that may constitute privileged attorney-client xxxxxx communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (cb) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counselfaith, could reasonably be expected to conflict with applicable Laws; provided thatLegal Requirements. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality agreement between Integrated Electrical Services, in each caseInc., n/k/a IES Holdings, Inc. and Fidus Partners, LLC, on behalf of the Company Company, dated January 11, 2016 (the “Confidentiality Agreement”) and Buyer acknowledges and agrees that it will use reasonable efforts to provide abide by the terms of such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingConfidentiality Agreement.

Access to Premises and Information. During the period from From the date hereof until the earlier of Closing or the date on which this Agreement is terminated in accordance with Article 9Date, upon reasonable notice from time to time prior to time, RHC shall, and shall cause RHP and the Closing DateAcquired Companies to, provide the Company will permit Buyer, Buyer and its Representatives to have reasonable access during normal operating business hours and under the supervision of RHP personnel to the records and books of account of the Group Acquired Companies (the “Records”) in possession of the Group Companies and Acquired Companies, to the premises of the Group Companies during normal business hours (but excluding sampling or testing Acquired Companies, and to the officers and directors of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group CompaniesAcquired Companies as such Person may reasonably request; provided, however, that such access shall to such information and furnishing of such information will be conducted solely at the Buyer’s expense and the Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of RHP or the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”)Acquired Companies. Notwithstanding anything to the contrary contained in this Section 8.19.1, the Company Acquired Companies may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreementagreement or undertaking with a third party, (b) that may constitute constitutes privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by RHP or the Company Acquired Companies in good faith after consultation with counselfaith, could reasonably be expected to conflict with applicable Laws; provided thatLegal Requirements. All information exchanged pursuant to this Section 9.1 shall be subject to that certain Confidentiality Agreement by and between Parent and RHP, in each casedated as of March 30, 2015 (as amended from time to time, the Company “Confidentiality Agreement”), and the Buyer acknowledges and agrees that it will use reasonable efforts to provide abide by the terms of such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingConfidentiality Agreement.

Access to Premises and Information. During the period from From the date hereof of this Agreement until the earlier of Closing Closing, or the date on which earlier termination of this Agreement is terminated in accordance with Article 9VIII, upon reasonable notice from time to time prior to Seller shall, and shall cause the Closing DateAcquired Companies to, the Company will permit Buyer, the prospective providers of the Debt Financing and its their respective Representatives to have reasonable access (at reasonable times, during normal operating hours regular business hours, and upon reasonable notice) to the records and books of account all Representatives of the Group Companies (the “Records”) in possession of the Group Acquired Companies and to the premises of the Group Companies during normal business hours all premises, properties, books, records (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretionincluding Tax records), contracts, financial and operating data and other information and documents of, or pertaining to, the Acquired Companies or the Business, in each any such case, to the extent they relate reasonably required in any manner to connection with the conduct or operations consummation of the Group Companiestransactions contemplated hereby, and to make copies (at its own expense) of such books, records, contracts, data, information and documents as Buyer, the prospective providers of the Debt Financing or their respective Representatives may reasonably request; provided, however, that neither Seller nor any Acquired Company or any of their Representatives are under any obligation to provide any such access shall be at access, furnish any information, or otherwise disclose to Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt , the personnel and operations prospective providers of the Group Companies Debt Financing or any of their Affiliates. All respective Representatives any information exchanged the disclosure of which, in Seller’s reasonable discretion upon the advice of outside legal counsel, would reasonably be likely to contravene any Contract or applicable Law or to compromise or otherwise jeopardize any applicable privilege (including the attorney-client privilege); provided, further, that in the event that access is to be denied pursuant to this Section 8.1 proviso, Seller shall be subject notify Buyer and Seller and Buyer shall cooperate to that certain confidentiality letter agreement between Parent implement commercially reasonable procedures designed to both allow for such examination and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything avoid such loss or impairment of privilege to the contrary contained in this Section 8.1, the Company may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingextent possible.

Access to Premises and Information. During the period from the date hereof until the earlier of Pre-Closing or the date on which this Agreement is terminated in accordance with Article 9, upon reasonable notice from time to time prior to the Closing DatePeriod, the Company will shall permit Buyer, and its Representatives Buyer to have reasonable access during normal operating hours (at reasonable times and upon reasonable notice and subject to the records and books of account Confidentiality Agreement) to Representatives of the Group Companies Company and to premises, properties (excluding for the “Records”purposes of environmental inspection), books, records (including Tax records) in possession and Contracts of the Group Companies Company and, during such period, shall furnish promptly such information concerning the businesses, properties and to the premises personnel of the Group Companies during normal business hours (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretion)Company as Buyer shall reasonably request, in each case, to the extent they relate in any manner to the conduct or operations of the Group Companies; provided, however, that such access shall be at Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Companies or their Affiliates. All information exchanged pursuant to this Section 8.1 shall be subject to that certain confidentiality letter agreement between Parent and Fox Head, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.1that, the Company may withhold any document (shall not be required to provide access to or portions thereof) to disclose information where such access or information disclosure (a) that is subject would jeopardize the privilege of the Company with respect to the terms of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, (b) relates to information or materials required to be kept confidential by any applicable Law or Contract, (c) relates to any information that is reasonably pertinent to any litigation in which the transfer of whichCompany and Buyer are adverse parties, or (d) relates to information or materials that relate to the provision proposed sale of the business of the Company or the negotiation, execution and delivery of this Agreement; provided, however, that the Company will notify Buyer in reasonable detail of the circumstances giving rise to any non-disclosure pursuant to the foregoing and to permit disclosure of such information in the cases of the foregoing subsections (a) and (b), to the extent possible, in a manner consistent with privilege, the applicable Contracts or any applicable Law; provided further, that the Company may restrict the foregoing access to which, as determined in good faith a result of any restrictions or limitations imposed on or reasonably taken by the Company after consultation due to Disruptive Circumstances. The information provided pursuant to this Section 6.3 shall be used solely for the purpose of the Contemplated Transactions (including any financing to be implemented in connection with counselor following the Closing), could reasonably and such information shall be expected to constitute a waiver kept confidential by Buyer in accordance with the terms and conditions of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingConfidentiality Agreement.

Access to Premises and Information. During the period from the date hereof until Prior to the earlier of the Closing or the date on which termination of this Agreement is terminated in accordance with Article 9ARTICLE V, upon reasonable notice from time Seller will permit, and cause the Acquired Companies to time prior to the Closing Datepermit, the Company will permit Buyer, Parent and its Representatives to have reasonable access during normal operating hours to the books and records and books of account of the Group Acquired Companies (the “Records”) in possession of the Group Companies and to the premises employees, premises, facilities and offices of the Group Companies Acquired Companies, in each case during normal business hours (but excluding sampling or testing of and upon reasonable notice and, during such period shall furnish promptly to Parent any information readily available and concerning the environment or building materials without Seller’s prior written consent in Seller’s sole discretion), in each case, to the extent they relate in any manner to the conduct or operations of the Group CompaniesAcquired Companies as Parent may reasonably request; provided, however, that such access shall be at Buyer’s expense and Buyer Parent and its Representatives shall not unreasonably disrupt the personnel and operations of the Group Acquired Companies and shall not be permitted to perform any environmental sampling or their Affiliatestesting at any Leased Premises, including sampling or testing of soil, groundwater, surface water, building materials, air or wastewater, without Seller’s consent. All information exchanged provided pursuant to this Section 8.1 4.1 shall be subject to that certain confidentiality letter agreement between Parent Xxxxxxxx Street Capital Manager, LLC and Fox HeadSeller entered into in connection with the transactions contemplated hereby (as amended to date, Inc. dated January 31, 2022 (the “Confidentiality Agreement”). Notwithstanding anything to the contrary contained in this Section 8.14.1, the Company Seller may withhold any document (or portions thereof) or information (a) that is subject to the terms of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counselSeller, could would reasonably be expected to constitute risk a waiver of such privilege or (cb) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to information would conflict with applicable Laws; provided that, that Seller shall give Parent notice of any information so withheld and the parties shall cooperate in each case, seeking to find a way to allow disclosure of such information to the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that extent doing so would not give rise be reasonably likely (in the good faith belief of Seller (after consultation with outside counsel)) to the consequences described in forgoingcause such privilege to be waived with respect to such information or to not conflict with such applicable Law.

Access to Premises and Information. During the period from From the date hereof of this Agreement until the earlier of Closing Closing, or the date on which earlier termination of this Agreement is terminated in accordance with Article 9VIII, upon reasonable notice from time to time prior to Seller shall, and shall cause the Closing DateAcquired Companies to, the Company will permit Buyer, the prospective providers of the Debt Financing and its their respective Representatives to have reasonable access (at reasonable times, during normal operating hours regular business hours, and upon reasonable notice) to the records and books of account all Representatives of the Group Companies (the “Records”) in possession of the Group Acquired Companies and to the premises of the Group Companies during normal business hours all premises, properties, books, records (but excluding sampling or testing of the environment or building materials without Seller’s prior written consent in Seller’s sole discretionincluding Tax records), contracts, financial and operating data and other information and documents of, or pertaining to, the Acquired Companies or the Business, in each any such case, to the extent they relate reasonably required in any manner to connection with the conduct or operations consummation of the Group Companiestransactions contemplated hereby, and to make copies (at its own expense) of such books, records, contracts, data, information and documents as Buyer, the prospective providers of the Debt Financing or their respective Representatives may reasonably request; provided, however, that neither Seller nor any Acquired Company or any of their Representatives are under any obligation to provide any such access shall be at access, furnish any information, or otherwise disclose to Buyer’s expense and Buyer and its Representatives shall not unreasonably disrupt , the personnel and operations prospective providers of the Group Companies Debt Financing or any of their Affiliates. All respective Representatives any information exchanged the disclosure of which, in Seller’s reasonable discretion upon the advice of outside legal counsel, would reasonably be likely to contravene any Contract or applicable Law or to compromise or otherwise jeopardize any applicable privilege (including the attorney-client privilege); provided, further, that in the event that access is to be denied pursuant to this Section 8.1 proviso, Seller shall notify Buyer and Seller and Buyer shall cooperate to implement commercially reasonable procedures designed to both allow for such examination and avoid such loss or impairment of privilege to the extent possible. Registered Intellectual Property. For a period of two (2) years following the Closing, Seller shall transfer, contribute, assign and convey or cause to be subject transferred, contributed, assigned and conveyed to the Acquired Companies, all of the right, title and interest in and to all of the Registered Intellectual Property and any other Contracts or material assets primarily used in the Business, to the extent not currently held by any of the Acquired Companies, and, if applicable, shall record such transfer in the public record, including updating Internet domain name registrations (to reflect an Acquired Company as the “Registrant Organization” for each domain name included in the Registered Intellectual and to have an Acquired Company own the account from which changes to and renewals of such domain names can be made) and the filing of assignments with the U.S. Patent and Trademark Office and U.S. Copyright Office to reflect any Acquired Company as the record owner of each such item). In the event that, at any time on or within two (2) years after the Closing, Seller becomes aware that certain confidentiality letter agreement between Parent it has received or continues to possess any Registered Intellectual Property, Contracts or other material assets primarily used in the Business, Seller shall notify Buyer and Fox Headpromptly transfer, Inc. dated January 31contribute, 2022 assign or convey, or cause to be transferred, contributed, assigned or conveyed such Registered Intellectual Property, Contracts or other assets to Buyer (or any Acquired Company or Person designated by Buyer) (the “Confidentiality AgreementTransferee”)) and such Transferee shall accept, or cause to be accepted, such Registered Intellectual Property, Contracts or other assets. Prior to any transfer required by this Section 5.5, the Seller shall hold such Registered Intellectual Property, Contracts or other assets primarily used in the Business in trust for the benefit of Buyer. Notwithstanding anything to the contrary contained in this Section 8.1Agreement, the Company may withhold remedies contemplated by Section 10.12(a) shall be the sole and exclusive remedy for any document (or portions thereof) or information (a) that is subject to the terms breach of a non-disclosure agreement, (b) that may constitute privileged attorney-client communications or attorney work product, the transfer of which, or the provision of access to which, as determined in good faith by the Company after consultation with counsel, could reasonably be expected to constitute a waiver of such privilege or (c) if the provision of access to such document (or portion thereof) or information, as determined by the Company in good faith after consultation with counsel, could reasonably be expected to conflict with applicable Laws; provided that, in each case, the Company will use reasonable efforts to provide such requested document (or portions thereof) or information in a manner that would not give rise to the consequences described in forgoingthis Section 5.5.