Common use of Access to Properties, Books and Records Clause in Contracts

Access to Properties, Books and Records. Subject to Section 5.7(b), from the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII, the Company will, and will cause each of its Subsidiaries to, give Representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent and its Subsidiaries after the Mergers, full access during normal business hours to all of their respective properties, books and records and to personnel who are knowledgeable about the various aspects of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each will, and will cause their Representatives to, hold all information they receive as a result of their access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (a) is or becomes available to the public (other than through a breach of this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger Subs.

Access to Properties, Books and Records. Subject to Section 5.7(b), from From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII6, the Company will, and will cause each of its Subsidiaries subsidiaries to, upon reasonable notice, give Representatives of Parent and the Merger SubsSub (at Parent’s sole cost and expense), or of any potential lenders or other sources of financing to Parent or the Merger Subs Sub for financing to be used by Parent and its Subsidiaries in connection with the Merger or after the MergersMerger, full reasonable access during normal business hours to all of their respective properties, books and records and to personnel who are knowledgeable about the various aspects of the business of the Company and its Subsidiariessubsidiaries. Notwithstanding the foregoing, the Company shall will not be required to provide access by this Section 9.2 to, or be required to cause any of its Subsidiaries to subsidiaries to, permit any inspection, provide access toany access, or disclose any information or documents which would (information, that in the reasonable judgment of the Company) Company would be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiariessubsidiaries, (b) violate any applicable Laws laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Lawlaw), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiariessubsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries subsidiaries with any Third Party third party, or (e) in the reasonable judgment of the Company, otherwise result in the disclosure of trade secrets of a Third Party third party or violate its or its Subsidiariessubsidiaries’ respective obligations to a Third Party third party with respect to confidentiality; , provided that the Company will use commercially reasonable best efforts to obtain the consent of the Third Parties third parties to the inspection or disclosure. Until the ClosingEffective Time, Parent and the Merger Subs Sub each will, and will cause their its Representatives to, hold all information they receive it receives as a result of their its access to the properties, books, records and personnel of the Company or its subsidiaries in confidenceconfidence on the terms provided in the confidentiality agreement dated as of October 2, except 2017, between the Company and Parent (the “Confidentiality Agreement”), and until the Effective Time, the Confidentiality Agreement will apply to that information to the same extent that it applies to information (a) is or becomes available to the public (other than through a breach of this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives provided by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entitybefore this Agreement was executed. If this Agreement is terminated before the First Effective Time, Parent and Merger Sub will have the Merger Subs each will, at same obligations under the request Confidentiality Agreement with regard to handling and disposition of confidential information received after the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject date of this Agreement or evidence that that material has been destroyed by Parent or they have with regard to confidential information received before the Merger Subsdate of this Agreement. The Confidentiality Agreement shall survive the execution and delivery of this Agreement in accordance with its terms.

Access to Properties, Books and Records. Subject to Section 5.7(b), from (a) From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VIIClosing Date, the Company will, and Selling Stockholders will cause the Company and each of its Subsidiaries to, subsidiaries to give Representatives representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent and its Subsidiaries after the Mergers, Buyer full access during normal business hours to all of their respective properties, books and records to the extent (but only to the extent) examination of those properties, books and records is, or could be, relevant to personnel the Buyer's determination whether the representations and warranties of the Selling Stockholders in Article III are true and correct in all material respects or whether there is any other reason why the Buyer is not required to complete the transactions which are the subject of this Agreement. The Buyer will not include among its representatives who are knowledgeable about to be given access to the various aspects of the business properties, books and records of the Company and its Subsidiaries. Notwithstanding anybody who, on behalf of Buyer, is involved in decisions as to how products sold by the foregoing, the Company shall not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents Buyer which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held compete with products sold by the Company are priced or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosuremarketed. Until the Closing, Parent and the Merger Subs each Buyer will, and will cause their Representatives its representatives to, hold all information they receive it receives as a result of their its access to the properties, books, books and records and personnel of the Company or its subsidiaries in confidenceconfidence and use that information solely in connection with the transactions which are the subject of this Agreement, except to the extent that information (ai) is or becomes available to the public (other than through a breach of this Agreement), (bii) becomes available to Parent or the Merger Subs Buyer from a Third Party that third party which, insofar as the Buyer is aware, is not under an obligation to the CompanySelling Stockholders, to the Company or to a subsidiary of the Company, to keep the information confidential, (ciii) was known to Parent or its Affiliates (which includes the Merger Subs) Buyer before it was made available to Parent the Buyer or the Merger Subs or their Representatives its representative by a Selling Stockholder, the Company or a subsidiary, or (div) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental EntityBuyer. If this Agreement is terminated before prior to the First Effective TimeClosing, Parent and the Merger Subs each Buyer will, at the request of the CompanyStockholders Representative, deliver to the Company Stockholders Representative all documents and other material obtained by Parent or either of the Merger Subs Buyer from any Selling Stockholder, the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger SubsBuyer.

Access to Properties, Books and Records. Subject Prior to Section 5.7(b)the Closing Date, from BARRA shall give the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VIIInnosearch Shareholders and their counsel and accountants full access, the Company will, and will cause each of its Subsidiaries to, give Representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent and its Subsidiaries after the Mergers, full access during normal business hours and upon reasonable requests, to all of their respective its properties, books, contracts, commitments and records including, but not limited to, the corporate, financial and operational records, reports, instructions, procedures, tax returns and filings, tax settlement letters, material contracts or commitments, regulatory examinations and correspondence and shall allow the Innosearch Shareholders to make copies of such materials (to the extent not legally prohibited) and shall furnish the Innosearch Shareholders with all such information concerning its affairs as the Innosearch Shareholders may reasonably request. BARRA shall also cause Deloitte & Touch LLP ("DT") to make available to the Innosearch Shareholders, their accountants, counsel and other agents, to the extent reasonably requested in connection with such review, DT work papers and documentation relating to its work papers and its audits of the books and records and of BARRA. Documents requested pursuant to personnel who this Section 3.1(g) that are knowledgeable about the various aspects of the business of the Company and its Subsidiariesprotected pursuant to confidentiality agreements or are subject to attorney-client privilege ("BARRA Confidential Documents") shall not be subject to this Section 3.1(g). Notwithstanding the foregoing, BARRA shall disclose to the Company Innosearch Shareholders the general subject matter of the BARRA Confidential Documents requested pursuant to this Section 3.1(g), and any matter therein which would have a material adverse effect on this transaction. Client files that are protected pursuant to confidentiality agreements signed with BARRA, pursuant to fiduciary obligations to maintain confidentiality under the Advisers Act (as defined in Section 4.8(a) or are subject to attorney-client privilege, and that are requested pursuant to this Section 3.1(g), shall not be required subject to provide access tothis Section 3.1(g) ("BARRA Confidential Files"). Notwithstanding the foregoing, or cause its Subsidiaries BARRA shall disclose to provide access tothe Innosearch Shareholders on attached Schedule 3.1(g), or disclose the general subject matter of the BARRA Confidential Files requested pursuant to this Section 3.1(g), and any information or documents matter therein which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute have a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each will, and will cause their Representatives to, hold all information they receive as a result of their access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (a) is or becomes available to the public (other than through a breach of material adverse effect on this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger Substransaction.

Access to Properties, Books and Records. Subject to Section 5.7(b), from From the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII7, the Company will, and will cause each of its Subsidiaries subsidiaries to, give Representatives representatives of Parent Acquisition and the Merger SubsLennar, or and representatives of any potential lenders from which Acquisition or other sources of Lennar is seeking to obtain financing to Parent or for the Merger Subs for financing to be used by Parent and its Subsidiaries Surviving Corporation after the MergersMerger, upon reasonable notice, full access during normal business hours to all of their respective properties, books and records and to personnel who are knowledgeable about the various aspects records, provided that right of the business of the Company and its Subsidiaries. Notwithstanding the foregoing, the Company shall access is exercised in a manner that does not be required to provide access to, or cause its Subsidiaries to provide access to, or disclose any information or documents which would (in the reasonable judgment of unreasonably interfere with the Company) be reasonably likely to (a) constitute a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its 's or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosuresubsidiaries' normal business activities. Until the Closing, Parent Acquisition and the Merger Subs Lennar each will, and will cause their Representatives each of its representatives to, hold all information they receive it receives as a result of their its access to the properties, books, books and records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (ai) is or becomes available to the public (other than through a breach of this Agreement), (bii) becomes available to Parent Acquisition or the Merger Subs Lennar from a Third Party that third party which, insofar as Acquisition or Lennar is aware, is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (ciii) was known to Parent Acquisition, Lennar or its Affiliates (which includes the Merger Subs) any other of Lennar's subsidiaries before it was made available to Parent Acquisition or the Merger Subs Lennar or their Representatives its representative by the Company or a subsidiary, (div) otherwise is independently developed by Parent Acquisition, Lennar or Merger Subs another of Lennar's subsidiaries, or their Affiliates, (ev) Parent Acquisition or Lennar reasonably believes is required to be included in the Registration StatementOffering Documents, the Schedule TO or the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental EntityStatement. If this Agreement is terminated before the First Effective Time, Parent Acquisition and the Merger Subs Lennar each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent Acquisition or either of the Merger Subs Lennar from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent Acquisition or the Merger SubsLennar.

Access to Properties, Books and Records. Subject Prior to Section 5.7(b)the Closing Date, from the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII, the Company will, BARRA shall give GAT and will cause each of its Subsidiaries to, give Representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent Innosearch and its Subsidiaries after the Mergerscounsel and accountants full access, full access during normal business hours and upon reasonable requests, to all of their respective its properties, books, contracts, commitments and records including, but not limited to, the corporate, financial and operational records, reports, instructions, procedures, tax returns and filings, tax settlement letters, material contracts or commitments, regulatory examinations and correspondence and shall allow GAT and Innosearch to make copies of such materials (to the extent not legally prohibited) and shall furnish GAT and Innosearch with all such information concerning its affairs as GAT and Innosearch may reasonably request. BARRA shall also cause Deloitte & Touch LLP ("DT") to make available to GAT and Innosearch, its accountants, counsel and other agents, to the extent reasonably requested in connection with such review, DT work papers and documentation relating to its work papers and its audits of the books and records and of BARRA. Documents requested pursuant to personnel who this Section 3.1(h) that are knowledgeable about the various aspects of the business of the Company and its Subsidiariesprotected pursuant to confidentiality agreements or are subject to attorney-client privilege ("BARRA Confidential Documents") shall not be subject to this Section 3.1(h). Notwithstanding the foregoing, BARRA shall disclose to GAT and Innosearch the Company general subject matter of the BARRA Confidential Documents requested pursuant to this Section 3.1(h), and any matter therein which would have a material adverse effect on this transaction. Client files that are protected pursuant to confidentiality agreements signed with BARRA, pursuant to fiduciary obligations to maintain confidentiality under the Advisers Act (as defined in Section 4.8(a)) or are subject to attorney-client privilege, and that are requested pursuant to this Section 3.1(h), shall not be required subject to provide access tothis Section 3.1(h) ("BARRA Confidential Files"). Notwithstanding the foregoing, BARRA shall disclose to GAT or cause its Subsidiaries Innosearch on attached Schedule 3.1(h), the general subject matter of the BARRA Confidential Files requested pursuant to provide access tothis Section 3.1(h), or disclose and any information or documents matter therein which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute have a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each will, and will cause their Representatives to, hold all information they receive as a result of their access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (a) is or becomes available to the public (other than through a breach of material adverse effect on this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger Substransaction.

Access to Properties, Books and Records. Subject Prior to Section 5.7(b)the Closing Date, from the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII, the Company will, GAT and will cause each of its Subsidiaries to, Innosearch shall give Representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent BARRA and its Subsidiaries after the Mergerscounsel and accountants full access, full access during normal business hours and upon reasonable request, to all of their respective its properties, books, contracts, commitments and records including, but not limited to, the corporate, financial and operational records, papers, reports, instructions, procedures, tax returns and filings, tax settlement letters, material contracts or commitments, regulatory examinations and correspondence and shall allow BARRA to make copies of such materials (to the extent not legally prohibited) and shall furnish BARRA with all such information concerning its affairs as BARRA may reasonably request. GAT shall also cause Xxxxxxx & Company ("Xxxxxxx") to make available to BARRA, its accountants, counsel and other agents, to the extent reasonably requested in connection with such review, Xxxxxxx work papers and documentation relating to its work papers and its audits and reviews of the books and records and of GAT. Documents requested pursuant to personnel who this 3.2(l) that are knowledgeable about the various aspects of the business of the Company and its Subsidiariesprotected pursuant to confidentiality agreements or are subject to attorney-client privilege ("GAT Confidential Documents") shall not be subject to this Section 3.2. Notwithstanding the foregoing, GAT shall disclose to BARRA the Company general subject matter of the GAT Confidential Documents, and any matter therein which would have a material adverse effect on this transaction or on the business or financial performance of GAT or Innosearch on Schedule 3.2(l). Client files that are protected pursuant to confidentiality agreements signed with GAT or Innosearch, pursuant to fiduciary obligations to maintain confidentiality under the Advisers Act (as defined in Section 4.8(a) or are subject to attorney-client privilege shall not be required subject to provide access tothis Section 3.2(l) ("GAT Confidential Files"). Notwithstanding the foregoing, or cause its Subsidiaries GAT and Innosearch shall disclose to provide access to, or disclose BARRA on attached Schedule 3.2(l) the general subject matter of the GAT Confidential Files and any information or documents matter therein which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute have a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each will, and will cause their Representatives to, hold all information they receive as a result of their access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (a) is or becomes available to the public (other than through a breach of material adverse effect on this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger Substransaction.

Access to Properties, Books and Records. Subject Prior to Section 5.7(b)the Closing Date, from the date of this Agreement until the earlier of the First Effective Time or the time this Agreement is terminated in accordance with Article VII, the Company will, and will cause each of its Subsidiaries to, Innosearch shall give Representatives of Parent and the Merger Subs, or of any potential lenders or other sources of financing to Parent or the Merger Subs for financing to be used by Parent BARRA and its Subsidiaries after the Mergerscounsel and accountants full access, full access during normal business hours and upon reasonable request, to all of their respective its properties, books, contracts, commitments and records including, but not limited to, the corporate, financial and operational records, papers, reports, instructions, procedures, tax returns and filings, tax settlement letters, material contracts or commitments, regulatory examinations and correspondence and shall allow BARRA to make copies of such materials (to the extent not legally prohibited) and shall furnish BARRA with all such information concerning its affairs as BARRA may reasonably request. Innosearch shall also cause Xxxxxxx & Company ("Xxxxxxx") to make available to BARRA, its accountants, counsel and other agents, to the extent reasonably requested in connection with such review, Xxxxxxx work papers and documentation relating to its work papers and its audits and reviews of the books and records and of Innosearch. Documents requested pursuant to personnel who this 3.2(j) that are knowledgeable about protected pursuant to confidentiality agreements or are subject to attorney-client privilege ("Innosearch Confidential Documents") shall not be subject to this Section 3.2. Notwithstanding the various aspects foregoing, Innosearch shall disclose to BARRA the general subject matter of the Innosearch Confidential Documents, and any matter therein which would have a material adverse effect on this transaction or on the business or financial performance of Innosearch on Schedule 3.2(j). Client files that are protected pursuant to confidentiality agreements signed with Innosearch, pursuant to fiduciary obligations to maintain confidentiality under the Company and its SubsidiariesAdvisers Act (as defined in Section 4.8(a) or are subject to attorney-client privilege shall not be subject to this Section 3.2(j) ("Innosearch Confidential Files"). Notwithstanding the foregoing, the Company Innosearch Shareholders shall not be required disclose to provide access to, or cause its Subsidiaries to provide access to, or disclose BARRA on attached Schedule 3.2(j) the general subject matter of the Innosearch Confidential Files and any information or documents matter therein which would (in the reasonable judgment of the Company) be reasonably likely to (a) constitute have a waiver of the attorney-client or other privilege held by the Company or any of its Subsidiaries, (b) violate any applicable Laws (and the Company shall be permitted to implement customary “clean-room” or other similar arrangements if the Company reasonably determines, upon advice of outside counsel, that such arrangements are necessary to comply with applicable Law), (c) unreasonably disrupt the businesses and operations of the Company or any of its Subsidiaries, (d) breach any agreement of the Company or any of its Subsidiaries with any Third Party or (e) in the reasonable judgment of the Company, result in the disclosure of trade secrets of a Third Party or violate its or its Subsidiaries’ obligations to a Third Party with respect to confidentiality; provided that the Company will use reasonable best efforts to obtain the consent of the Third Parties to the inspection or disclosure. Until the Closing, Parent and the Merger Subs each will, and will cause their Representatives to, hold all information they receive as a result of their access to the properties, books, records and personnel of the Company or its subsidiaries in confidence, except to the extent that information (a) is or becomes available to the public (other than through a breach of material adverse effect on this Agreement), (b) becomes available to Parent or the Merger Subs from a Third Party that is not under an obligation to the Company, or to a subsidiary of the Company, to keep the information confidential, (c) was known to Parent or its Affiliates (which includes the Merger Subs) before it was made available to Parent or the Merger Subs or their Representatives by the Company or a subsidiary, (d) otherwise is independently developed by Parent or Merger Subs or their Affiliates, (e) Parent reasonably believes is required to be included in the Registration Statement, the Proxy Statement or another document filed with or furnished to the SEC, or (f) Parent reasonably determines, based on advice of legal counsel, that Parent is required to disclose in response to legal process or an order of a court or other Governmental Entity. If this Agreement is terminated before the First Effective Time, Parent and the Merger Subs each will, at the request of the Company, deliver to the Company all documents and other material obtained by Parent or either of the Merger Subs from the Company or a subsidiary in connection with the transactions which are the subject of this Agreement or evidence that that material has been destroyed by Parent or the Merger Substransaction.