Common use of Confidentiality; Access Clause in Contracts

Confidentiality; Access. (a) The parties acknowledge that Parent and Buyer have previously executed a letter agreement effective as of October 7, 2019 (the “Confidentiality Agreement”), the entirety of which will continue in full force and effect in accordance its respective terms, notwithstanding the execution and delivery of this Agreement, until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force or effect, subject to any survival period contained therein, effective as of the Closing Date. The parties hereto acknowledge and agree that the existence of this Agreement, each of the Ancillary Agreements, the Disclosure Schedule, and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereof, the negotiations hereof and thereof and transactions contemplated hereby and thereby, shall constitute “Confidential Information” under the Confidentiality Agreement. (b) Subject to the terms of the Confidentiality Agreement and other confidentiality obligations and similar restrictions that may be applicable to information in the possession of the Acquired Company Members that has been furnished by third parties from time to time, during the period following the Original Agreement Date and prior to the Closing, upon reasonable notice and during normal business hours, the Sellers shall, and shall cause the officers and employees of the Acquired Company Members to, or direct the Acquired Company Members to, (i) afford the officers, employees and authorized agents and Representatives of Buyer reasonable access to the offices, properties, senior executives, and books and records of the Acquired Company Members and (ii) furnish to the officers, employees and authorized agents and Representatives of Buyer such additional financial and operating data and other information regarding the assets, properties and business to the extent related to the Acquired Company Members as Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement or facilitate the transactions contemplated by this Agreement; provided that (A) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Acquired Company Members; (B) Buyer and its Affiliates or any of their respective Representatives shall not contact or have any discussions with any of the officers, employees, landlords/sub-landlords, tenants/subtenants, customers, suppliers, vendors, distributors or other material business relations of any Acquired Company Members without the prior written consent of the Sellers; (C) Buyer shall be responsible for any damage to any real property owned or leased by the Acquired Company Members or any other assets or property of the Acquired Company Members caused by Buyer or any of its Representatives; (D) Parent shall not be required to disclose any information related to the sale of the Acquired Company Members or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Acquired Company Members or its Representatives’ evaluation thereof, including projections, financial or other information related thereto; and (E) Parent shall not be required to confer, afford such access or furnish such copies or other information (x) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Acquired Company Member is a party as of the Original Agreement Date, 45

Confidentiality; Access. (a) The parties acknowledge that Parent ECO and Buyer have previously executed a letter agreement effective as of dated October 712, 2019 2020 (the “Confidentiality Agreement”), the entirety of which will continue continue, except as expressly provided by this Agreement, in full force and effect in accordance with its respective terms, notwithstanding the execution and delivery of this Agreement, until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force or effect, subject to any survival period contained therein, effective as of the Closing Date. The parties hereto Parties acknowledge and agree that the existence of this Agreement, each of the Ancillary Agreements, Agreements and the Disclosure Schedule, Schedule and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereof, and the negotiations negotiation hereof and thereof and the transactions contemplated hereby and thereby, shall constitute “Confidential InformationEvaluation Material” under the Confidentiality Agreement. (b) Subject to the terms of the Confidentiality Agreement and other confidentiality obligations and similar restrictions that may be applicable to information in the possession of the Acquired a Company Members Member that has been furnished by third parties from time to time, during the period following the Original Agreement Date date hereof and prior to the Closing, upon reasonable notice and during normal business hours, the Sellers each Company Member shall, and shall cause its Subsidiaries and the officers and employees of the Acquired each Company Members to, or direct the Acquired Company Members toMember, (i) to afford the officers, employees and authorized agents and Representatives of Buyer reasonable access to the offices, properties, senior executives, executives and books and records of the Acquired Company Members and (ii) to furnish to the officers, employees and authorized agents and Representatives of Buyer such additional financial and operating data and other information regarding the assets, properties and business to the extent related to any of the Acquired Company Members as Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement or facilitate the transactions contemplated by this Agreement; provided that (A) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Acquired applicable Company MembersMember; (B) Buyer and its Affiliates or any of their respective its Representatives shall not contact or have any discussions with any of the officers, employees, landlords/sub-landlordssublandlords, tenants/subtenants, customers, suppliers, vendors, distributors customers or other material business relations vendors of any Acquired Company Members Member without the prior written consent of the SellersCompany Member; (C) Buyer shall be responsible for any damage to any real property owned or leased by the Acquired Company Members Member or any other assets or property of the Acquired Company Members Member caused by Buyer or any of its Representatives; (D) Parent the Company Members shall not be required to disclose any information related to the sale of the Acquired Company Members or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Acquired Company Members or its Representatives’ evaluation thereof, including projections, financial or other information related thereto; and (E) Parent the Company Members shall not be required to confer, afford such access or furnish such copies or other information (x) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Acquired Company Member is a party as of the Original Agreement Datedate of this Agreement, 45(y) that is competitively sensitive, or (z) the disclosure of which would reasonably be expected to result in the loss or impairment of attorney-client privilege; provided that the Company Members shall use their reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege. (c) For a period of seven years following the Closing, Buyer shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Company Members in the possession of Buyer, or its Affiliates, provided that in accordance with the Company Members’ current practices, such copies may be maintained in electronic or digital form. The Sellers, upon reasonable notice and for any reasonable business purpose, and at the Sellers’ own cost and expense, shall have access during normal business hours to examine, inspect and copy such books and records during such seven-year period.

Confidentiality; Access. (a) The parties acknowledge that the Company and Parent and Buyer (or one of Parent’s Affiliates) have previously executed a letter agreement effective that certain confidential disclosure agreement, dated October 30, 2017 (as of October 7amended, 2019 (the “Confidentiality Agreement”). Except as may be required by applicable Law or any listing agreement with any applicable national securities exchange or pursuant to the terms and provisions of the Confidentiality Agreement, the entirety of parties will hold any information which will continue is non-public in full force and effect confidence in accordance its respective terms, notwithstanding with the execution and delivery terms of this Agreement, until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force or effectand, subject to in the event this Agreement is terminated for any survival period contained therein, effective as of the Closing Date. The parties hereto acknowledge and agree that the existence of this Agreement, each of the Ancillary Agreementsreason, the Disclosure Schedule, and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereof, the negotiations hereof and thereof and transactions contemplated hereby and thereby, parties shall constitute “Confidential Information” under promptly return or destroy such information in accordance with the Confidentiality Agreement. (b) Subject to applicable Law and upon reasonable notice, the terms of the Confidentiality Agreement Company shall afford Parent and its employees, attorneys, accountants, consultants and other confidentiality obligations and similar restrictions that may be applicable to information in the possession of the Acquired Company Members that has been furnished by third parties from time to timerepresentatives reasonable access, during the period following the Original Agreement Date and prior to the Closing, upon reasonable notice and during normal business hourshours during the Pre-Closing Period, to its properties, books, contracts and records and appropriate individuals as Parent may reasonably request (including employees, attorneys, accountants, consultants and other professionals), and during such period, the Sellers shall, and Company shall cause the officers and employees of the Acquired Company Members to, or direct the Acquired Company Members to, (i) afford the officers, employees and authorized agents and Representatives of Buyer reasonable access furnish promptly to the offices, properties, senior executives, and books and records of the Acquired Company Members and (ii) furnish to the officers, employees and authorized agents and Representatives of Buyer Parent such additional financial and operating data and other information regarding the assetsconcerning its business, properties and business to personnel as Parent may reasonably request; provided, however, that the extent related to Company may restrict the Acquired Company Members as Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement or facilitate the transactions contemplated by this Agreement; provided that (A) any such foregoing access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Acquired Company Members; (B) Buyer and its Affiliates or any of their respective Representatives shall not contact or have any discussions with any of the officers, employees, landlords/sub-landlords, tenants/subtenants, customers, suppliers, vendors, distributors or other material business relations of any Acquired Company Members without the prior written consent of the Sellers; (C) Buyer shall be responsible for any damage to any real property owned or leased by the Acquired Company Members or any other assets or property of the Acquired Company Members caused by Buyer or any of its Representatives; (D) Parent shall not be required to disclose any information related to the sale of the Acquired Company Members or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Acquired Company Members or its Representatives’ evaluation thereof, including projections, financial or other information related thereto; and (E) Parent shall not be required to confer, afford such access or furnish such copies or other information (x) to the extent that doing so (i) any applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information to Parent, or (ii) such access would result in give rise to a material risk of waiving any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. In addition, any information obtained from the breach of Company pursuant to the access contemplated by this Section 5.1(b) shall be subject to the Confidentiality Agreement. Any access to any confidentiality or similar agreement to which any Acquired Company Member is a party as of the Original Agreement DateCompany’s facilities shall be subject to the Company’s reasonable security measures and insurance requirements. Notwithstanding anything the foregoing, 45any access to any Company offices shall be subject to the Company’s reasonable security measures and insurance requirements and the requirements of the applicable Leases and shall not include the right to perform any invasive testing or soil, air and groundwater sampling, including, any Phase I or Phase II environmental assessment.

Confidentiality; Access. (a) The parties acknowledge that Parent 7.4.1 Unless and Buyer have previously executed a letter agreement effective as of October 7, 2019 (the “Confidentiality Agreement”), the entirety of which will continue in full force and effect in accordance its respective terms, notwithstanding the execution and delivery of this Agreement, until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force or effect, subject to any survival period contained therein, effective as of the Closing Date. The parties hereto acknowledge and agree that the existence of this Agreement, each of the Ancillary Agreements, the Disclosure Schedule, and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereof, the negotiations hereof and thereof and transactions contemplated hereby have been consummated, the Purchaser will, and therebywill ensure that its representatives will, shall constitute “Confidential Information” under hold in strict confidence and not use in any way except in connection with the Confidentiality Agreement. (b) Subject consummation of the transactions contemplated hereby, all confidential information obtained in connection, with the transactions contemplated hereby from the Majority Shareholders or from any of their representatives, in accordance with and subject to the terms of the Confidentiality Agreement Agreement. 7.4.2 Upon reasonable notice and subject to applicable Laws relating to the exchange of information, the Majority Shareholders shall afford the Purchaser and its officers, employees, counsel, accountants and other confidentiality obligations and similar restrictions that may be applicable to information in the possession of the Acquired Company Members that has been furnished by third parties from time to timeauthorized representatives, such access during normal business hours throughout the period following the Original Agreement Date and prior to the Closing, upon reasonable notice and during normal business hours, the Sellers shall, and shall cause the officers and employees of the Acquired Company Members to, or direct the Acquired Company Members to, (i) afford the officers, employees and authorized agents and Representatives of Buyer reasonable access Closing Date to the officesbooks, records (including credit files, Tax returns and work papers of independent auditors), properties, senior executivespersonnel of the Company and the Subsidiaries and to such other information as it may reasonably request and, during such period, the Majority Shareholders shall furnish promptly a copy of each material monthly, quarterly or annual report, schedule and other document filed by it pursuant to the requirements of federal or state securities or banking laws. 7.4.3 Subject to requirements of applicable Law, the Company shall permit a representative or representatives of the Purchaser to observe any meetings of the board of directors of the Company or any Subsidiary, any committees thereof, any internal meetings of any credit, risk, treasury and other similar management committees of the Company or any of the Subsidiaries, and books any meetings of management personnel with respect to material strategic issues or topics. To the extent practicable, the Company and records the Subsidiaries shall give reasonable notice of any such meetings to the Purchaser. 7.4.4 No investigation by either party of the Acquired Company Members business and (ii) furnish affairs of the other shall affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the officers, employees and authorized agents and Representatives of Buyer such additional financial and operating data and other information regarding the assets, properties and business conditions to the extent related either party's obligation to the Acquired Company Members as Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement or facilitate consummate the transactions contemplated by this Agreement; . 7.4.5 Promptly following the date hereof, the Majority Shareholders shall use their reasonable best efforts to cause any person to whom they or the Company have provided that (A) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Acquired Company Members; (B) Buyer and its Affiliates or any of their respective Representatives shall not contact or have any discussions with any of the officersdocuments, employees, landlords/sub-landlords, tenants/subtenants, customers, suppliers, vendors, distributors data or other material business relations of any Acquired Company Members without the prior written consent of the Sellers; (C) Buyer shall be responsible for any damage to any real property owned or leased by the Acquired Company Members or any other assets or property of the Acquired Company Members caused by Buyer or any of its Representatives; (D) Parent shall not be required to disclose any information related materials relating to the sale of Company or the Acquired Company Members or any activities in connection therewith, including the solicitation of proposals from third parties Subsidiaries in connection with the sale consideration of any business combination involving the Acquired Company Members or its Representatives’ evaluation thereofthe Subsidiaries to return or destroy any such documents, including projectionsfiles, financial data or other information related thereto; materials in accordance with the confidentiality agreement between the Majority Shareholders and/or the Company and (E) Parent shall not be required to confer, afford such access or furnish such copies or other information (x) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Acquired Company Member is a party as of the Original Agreement Date, 45person.

Confidentiality; Access. (a) The parties acknowledge that the Company and Parent and Buyer have previously executed a letter agreement effective as of October 7June 5, 2019 2018 (the “Confidentiality Agreement”), the entirety of which will continue in full force and effect in accordance its respective terms, notwithstanding the execution and delivery of this Agreement, until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force or effect, subject to any survival period contained therein, effective as of the Closing Date. The parties hereto acknowledge and agree that the existence of this Agreement, each of the Ancillary Agreements, the Disclosure Schedule, the Escrow Agreement and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereof, the negotiations hereof and thereof and transactions contemplated hereby and thereby, shall constitute “Confidential Information” under the Confidentiality Agreement. (b) Each Seller acknowledges that, through its, his or her direct or indirect ownership interest in the Company, such Seller has obtained or received confidential and proprietary information concerning the business of the Company and its Subsidiaries that includes, without limitation, (i) any formula, pattern, device or compilation of information which is used in the business of the Company or any of its Subsidiaries and which gives the Company or any of its Subsidiaries a competitive advantage over companies operating in the same or substantially similar business who lack knowledge of or do not use such information, (ii) proprietary technology, operating procedures and methods of operation, financial statements and other financial information, trade secrets, market studies and forecasts, competitive analyses, pricing policies, the substance of agreements with customers, referral sources and others, marketing and similar arrangements, servicing and training programs and arrangements, customer and referral provider lists, and, other trade secrets, and (iii) any notes, compilations, Excel spread sheets, data reports, studies, interpretations or other documents embodying confidential and proprietary information (clauses (i)-(iii), collectively, the “Confidential Information”). Each Seller acknowledges that furnishing Confidential Information to third parties would be detrimental to Buyer and the Company and would place Buyer and the Company at a competitive disadvantage. During the period following the date hereof until the fifth (5th) anniversary of the Closing Date, each Seller severally agrees that it, shall not, directly or indirectly, use or disclose any Confidential Information to any Person or direct or permit any of such Seller’s Affiliates to use or disclose Confidential Information to any Person. The foregoing restrictions and obligations under this Section 6.2(b) shall not apply to: (A) any Confidential Information that is or becomes generally available to the public other than as a result of a breach of this Section 6.2(b) by a Seller, (B) any information obtained by a Seller from a third party on a non-confidential basis, provided that such third party is not known by such Seller to be bound by a confidentiality agreement with, or other legal or fiduciary obligation to, Buyer, or the Company US-DOCS\102662145.20 or any of its Subsidiaries that prohibits the disclosure of Confidential Information, (C) any Confidential Information that is independently developed by such Seller without use of any Confidential Information, (D) any information a Seller that is the subject of a request for disclose under or pursuant to Law, legal process or regulation, provided that if practicable and permitted by Law or Order, such disclosing Seller shall provide Buyer and the Company with prompt written notice of any such request or requirement so that Buyer and the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 6.2(b), provided further that such disclosing Seller shall reasonably cooperate with Buyer and the Company in seeking such a protective order and/or other appropriate remedy, or (E) any disclosure to a Seller’s accountants, attorneys, advisors, Affiliates, members, partners and direct and indirect owners provided that such Seller shall advise such Persons of the confidential nature of such Confidential Information, such Seller shall direct such recipient to comply with the terms of this Section 6.2(b), and such Seller shall be responsible for any unauthorized use or disclosure by such Persons of any such Confidential Information unless such Person enters into a confidentiality agreement with Buyer or the Company. Each Seller agrees that money damages would not be a sufficient remedy for any breach (or threatened breach) of this Section 6.2(b) by a Seller and that Buyer and the Company shall be entitled to equitable relief, including injunction and specific performance, pursuant to Section 15.6 as a remedy for any such breach (or threatened breach), without proof of damages, and each Party further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy. Such remedies shall not be the exclusive remedies for breach of this Section 6.2(b), but will be in addition to all other remedies available at law or in equity. (c) Subject to the terms of the Confidentiality Agreement and other confidentiality obligations and similar restrictions that may be applicable to information in the possession of the Acquired Company Members that has been furnished by third parties from time to time, during the period following the Original Agreement Date date hereof and prior to the Closing, upon reasonable notice and during normal business hours, the Sellers Company shall, and shall cause the officers and employees of the Acquired Company Members to, or direct the Acquired Company Members to, (i) afford the officers, employees and authorized agents and Representatives representatives of Buyer reasonable access to the offices, properties, senior executives, and books and records of the Acquired Company Members Members, and (ii) furnish to the officers, employees and authorized agents and Representatives representatives of Buyer such additional financial and operating data and other information regarding the assets, properties and business to the extent related to the Acquired Company Members as Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement or facilitate the transactions contemplated by this Agreement; provided that (A) any such access shall be conducted in such a manner as not to interfere unreasonably with the operation of the Acquired Company MembersCompany; (B) Buyer and its Affiliates or any of their respective Representatives its representatives shall not contact or have any discussions with any of the officers, employees, landlords/sub-landlords, tenants/subtenants, customers, suppliers, vendors, distributors customers or other material business relations vendors of any Acquired the Company Members without the prior written consent of the SellersCompany; (C) Buyer shall be responsible for any damage to any real property owned or leased by the Acquired Company Members or any other assets or property of the Acquired Company Members caused by Buyer or any of its Representativesrepresentatives; (D) Parent the Company shall not be required to disclose any information related to the sale of the Acquired Company Members or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Acquired Company Members or its Representativesrepresentatives’ evaluation thereof, including projections, financial or other information related thereto; and (E) Parent the Company shall not be required to confer, afford such access or furnish such copies or other information (x) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Acquired the Company Member is a party as of the Original Agreement Datedate of this Agreement, 45(y) US-DOCS\102662145.20 that is competitively sensitive, or (z) the disclosure of which would reasonably be expected to result in the loss or impairment of attorney-client privilege; provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege. (d) For a period of seven (7) years following the Closing, Buyer shall preserve and keep, or cause to be preserved and kept, all original books and records in respect of the Company in the possession of Buyer, or its Affiliates, provided that in accordance with the Company’s current practices, such copies may be maintained in electronic or digital form. The Seller Representative, upon reasonable notice and for any reasonable business purpose to which the Seller Representative or any Seller is a party, and at the Seller Representative’s own cost and expense, shall have access during normal business hours to examine, inspect and copy such books and records during such seven (7) year period.

Confidentiality; Access. (a) The parties acknowledge that Parent and Buyer have previously executed a letter agreement effective as Notwithstanding any provision of October 7, 2019 (the “Confidentiality Agreement”)Agreement to the contrary, the entirety of which will Confidentiality Agreement shall continue in full force and effect in accordance its respective terms, notwithstanding the execution and delivery of this Agreement, until the Closing, at which time and in the event the Closing does not occur, then for the stated term specified in the Confidentiality Agreement shall terminate and be of no further force or effect, subject (without regard to any survival period contained therein, effective as of the Closing Date. The parties hereto acknowledge and agree that the existence of this Agreement, each of the Ancillary Agreements, the Disclosure Schedule, and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereof, the negotiations hereof and provision thereof and transactions contemplated hereby and thereby, shall constitute “Confidential Information” under the Confidentiality Agreementregarding earlier termination). (b) Subject to the terms obtaining any required consents of third parties, including third party operators of the Confidentiality Agreement Properties (with respect to which consents the Company shall use commercially reasonable efforts to obtain), the Company will afford Parent and its financial advisors, accountants, counsel and other confidentiality obligations and similar restrictions that may be applicable to information in the possession of the Acquired Company Members that has been furnished by third parties from time to timerepresentatives, during the period following the Original Agreement Date and prior to the Closingat Parent’s sole expense, upon reasonable notice and access during normal business hours, upon reasonable notice, to the Sellers shallproperties, books, records and shall cause the officers and employees personnel of the Acquired Company Members toduring the period prior to the Closing to obtain all information concerning the business, properties, results of operations and personnel of the Company and the Company Subsidiaries as Parent may reasonably request. No information or direct Knowledge obtained by Parent in any investigation pursuant to this Section 6.2(b) will affect or be deemed to modify any representation or warranty contained herein or the Acquired Company Members to, conditions to the obligations of the parties to consummate the Merger. (i) afford Parent may make or cause to be made at its expense such examination as it may desire of the officerstitle of the Company and the Company Subsidiaries to the Properties. For purposes of Parent’s examination of title to the Properties, employees the Company shall (i) give to Parent and authorized agents to the employees, consultants, independent contractors, attorneys and Representatives other advisers of Buyer Parent reasonable access at any reasonable time to all of the files, records, contracts, correspondence, computer output and data files, maps, reports, plats, abstracts of title, lease files, well files, unit files, division order files, production marketing files, title opinions, title files and title records, ownership maps, surveys and any other information, data, records and files which the Company may have relating in any way to the officestitle to the Properties, propertiesthe past or present operation thereof and the marketing of production therefrom, senior executives, and books and records of the Acquired Company Members and (ii) furnish authorize Parent and its representatives to consult with attorneys, abstract companies and other consultants or independent contractors of the Company, whether utilized in the past or presently, concerning title-related matters with respect to the officersProperties. (ii) Insofar as the Company has the power and authority to grant such right, employees prior to the Closing Parent and authorized its employees, agents and Representatives contractors shall have the right, at the sole risk and expense of Buyer Parent, but with the cooperation and assistance of the Company, to: (i) enter all or any portion of the Properties to inspect, inventory, test, investigate, study and examine the Properties to verify the accuracy of the representations made in Section 2.16; (ii) conduct air, water or soil tests on the Properties and make such additional financial samples and operating data borings and analysis as Parent may consider necessary or appropriate for such purposes; (iii) conduct such other information regarding independent inspections, tests, investigations, studies or examinations as may be necessary or appropriate for the assetspreparation of health, properties safety, environmental or other reports or assessments relating to the operation, use, maintenance, condition or status of the Properties, and business their compliance with all applicable Legal Requirements; and (iv) conduct an independent assessment of the extent of any possible existing or contingent liabilities due or related to the operation, use, maintenance, condition or status of the Properties. Notwithstanding anything to the contrary pursuant to this Section 6.2(b), Parent shall not undertake any Phase II invasive sampling or destructive testing without the prior approval of the Company, which approval shall not be unreasonably withheld or delayed insofar as the Company has the power and authority to grant such right. Parent agrees that the Company may establish reasonable limitations on Parent’s activities pursuant to this Section 6.2(b) to the extent related the Company determines that such limitations are reasonably necessary to protect the Properties, the Company’s operations or interests of third parties in the Properties with respect to operations conducted thereon. Parent shall provide the Company with a copy of all third-party reports relating to environmental inspections, testing and reviews. (c) Subject to obtaining any required consents of third parties, including third party operators of Properties owned by Parent and the Parent Subsidiaries (with respect to which consents Parent shall use commercially reasonable efforts to obtain), Parent will afford the Company and its financial advisors, accountants, counsel and other representatives, at the Company’s sole expense, reasonable access during normal business hours, upon reasonable notice, to the Acquired properties, books, records and personnel of Parent during the period prior to the Closing to obtain all information concerning the business, properties, results of operations and personnel of Parent, as the Company Members as Buyer may reasonably request. No information or Knowledge obtained by the Company in any investigation pursuant to this Section 6.2(c) will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the parties to consummate the Merger. (d) Access to each party’s properties, books, records and personnel shall be subject to the following conditions: (i) the party granted such access (the “Accessing Party”) waives and releases all claims against each of the other parties hereto and its shareholders, members, partners, directors, officers, employees, agents and contractors, for injury to or death of persons or damage to property arising in any way from time the exercise of rights granted to time reasonably request in order the Accessing Party pursuant to assist Buyer in fulfilling this Section 6.2 or the activities of such Accessing Party or its obligations under this Agreement financial advisors, accountants, counsel or facilitate the transactions contemplated by this Agreement; representatives on such properties, provided that such Accessing Party does not hereby assume the risk of damage, injury or death attributable to the willful misconduct or gross negligence of any of the other parties or their employees, agents or contractors; and (ii) the Accessing Party shall indemnify each of the other parties and its shareholders, directors, officers, employees, agents and contractors, and shall hold each and all of said indemnitees harmless from and against any and all Losses whatsoever arising out of (A) any and all statutory or common law liens or other encumbrances for labor or materials furnished in connection with such access shall be conducted in such a manner due diligence activities as not to interfere unreasonably with the operation of the Acquired Company Members; Accessing Party may conduct, and (B) Buyer and its Affiliates any injury to or any death of their respective Representatives shall not contact persons or have any discussions with any of the officers, employees, landlords/sub-landlords, tenants/subtenants, customers, suppliers, vendors, distributors or other material business relations of any Acquired Company Members without the prior written consent of the Sellers; (C) Buyer shall be responsible for any damage to any real property owned or leased by the Acquired Company Members or any other assets or property occurring a result of the Acquired Company Members and caused by Buyer or such activities. Notwithstanding any provision of its Representatives; (D) Parent shall not be required to disclose any information related this Agreement to the sale contrary, the foregoing obligation of indemnity shall survive the Acquired Company Members or any activities in connection therewith, including the solicitation termination of proposals from third parties in connection with the sale of the Acquired Company Members or its Representatives’ evaluation thereof, including projections, financial or other information related thereto; and (E) Parent shall not be required to confer, afford such access or furnish such copies or other information (x) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Acquired Company Member is a party as of the Original Agreement Date, 45this Agreement.

Confidentiality; Access. (a) The parties acknowledge that Parent and Buyer have previously executed a letter Except as may be required by applicable Law or any listing agreement effective as of October 7, 2019 (the “Confidentiality Agreement”), the entirety of which will continue in full force and effect in accordance its respective terms, notwithstanding the execution and delivery of this Agreement, until the Closing, at which time the Confidentiality Agreement shall terminate and be of no further force with any applicable national or effect, subject regional securities exchange or pursuant to any survival period contained therein, effective as of the Closing Date. The parties hereto acknowledge and agree that the existence of this Agreement, each of the Ancillary Agreements, the Disclosure Schedule, and the documents and instruments contemplated hereby and thereby, the terms and conditions hereof and thereofprovisions of the Confidentiality Agreement, the negotiations hereof Pre-Closing Holders and thereof the Stockholder Representative hereby acknowledge, covenant and transactions contemplated hereby and therebyagree to hold any information that is non-public in confidence in accordance with the terms of the Confidentiality Agreement. In the event this Agreement is terminated for any reason, the parties shall constitute “Confidential Information” under promptly return or destroy such information in accordance with the Confidentiality Agreement. (b) Subject to applicable Law and upon reasonable notice, the terms Company shall afford Buyer and its employees, attorneys, accountants, consultants and other representatives reasonable access, during normal business hours during the Pre-Closing Period, to its properties, books, contracts, Tax Returns and records and appropriate individuals as Buyer may reasonably request (including employees, attorneys, accountants, consultants and other professionals), and during such period, the Company shall furnish promptly to Buyer such information concerning its Business, properties and personnel as Buyer may reasonably request, in each case including such access and information as is reasonably necessary in order to conduct an audit pertaining to billing and reimbursement procedures associated with clinical and other studies performed by or on behalf of the Confidentiality Company; provided, however, that the Company may restrict the foregoing access to the extent that (i) any applicable Law requires the Company to restrict or prohibit access to any such properties or information to Buyer or (ii) such access would waive any attorney-client privilege, work product doctrine or other privilege applicable to such documents or information; provided, that the Company will use best efforts to provide Buyer with such information in a form and manner that will not require the waiver of such privilege. Between the date of this Agreement and other confidentiality obligations and similar restrictions that may be applicable to information in the possession of the Acquired Company Members that has been furnished by third parties from time to time, during the period following the Original Agreement Date and prior to the Closing, upon reasonable notice and during normal business hours, the Sellers shall, and Company shall cause the officers and employees of the Acquired Company Members to, or direct the Acquired Company Members to, (i) afford the officers, employees and authorized agents and Representatives of Buyer reasonable access to its employees and consultants for purposes of discussing and negotiating employment and/or consulting arrangements between the officesSurviving Corporation or its Affiliate and such employees and consultants to be effective after the Effective Time. With respect to the furnishing by the Company of competitively sensitive information, properties, senior executivesoutside antitrust counsel will be consulted prior to the exchange of such information, and books such information shall only be exchanged in accordance with the safeguards and records in the manner recommended by outside antitrust counsel for both parties to ensure that the exchange of such information would not violate any applicable Laws. In addition, any information obtained from the Acquired Company Members and (ii) furnish pursuant to the officers, employees and authorized agents and Representatives of Buyer such additional financial and operating data and other information regarding the assets, properties and business to the extent related to the Acquired Company Members as Buyer may from time to time reasonably request in order to assist Buyer in fulfilling its obligations under this Agreement or facilitate the transactions access contemplated by this Agreement; provided that (ASection 6.3(b) any such access shall be conducted in such a manner as not subject to interfere unreasonably with the operation of the Acquired Company Members; (B) Buyer and its Affiliates or any of their respective Representatives shall not contact or have any discussions with Confidentiality Agreement. Any access to any of the officers, employees, landlords/sub-landlords, tenants/subtenants, customers, suppliers, vendors, distributors or other material business relations of any Acquired Company Members without the prior written consent of the Sellers; (C) Buyer Company’s facilities shall be responsible for any damage to any real property owned or leased by the Acquired Company Members or any other assets or property of the Acquired Company Members caused by Buyer or any of its Representatives; (D) Parent shall not be required to disclose any information related subject to the sale of the Acquired Company Members or any activities in connection therewith, including the solicitation of proposals from third parties in connection with the sale of the Acquired Company Members or its Representatives’ evaluation thereof, including projections, financial or other information related thereto; Company’s reasonable security measures and (E) Parent shall not be required to confer, afford such access or furnish such copies or other information (x) to the extent that doing so would result in the breach of any confidentiality or similar agreement to which any Acquired Company Member is a party as of the Original Agreement Date, 45insurance requirements.