Common use of Confidentiality and Access to Information Clause in Contracts

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent CCTS and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent CCTS or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, subject (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as or information to the extent it can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartyCCTS, any Parent CCTS Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (cb) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent CCTS shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties CCTS (in a manner so as to not interfere with the normal business operations of the Parent PartiesCCTS). Notwithstanding the foregoing, Parent CCTS shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party CCTS is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Parent Party CCTS with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party CCTS under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, in case of each of clauses (A) through (D), Parent CCTS shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as or information to the extent it can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyCCTS, on the one hand, and any Group Company, any Company Non-Party Affiliate Affiliate, or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent CCTS shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent HighCape and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent HighCape or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent HighCape Party, any Parent HighCape Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent HighCape shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent HighCape Parties (in a manner so as to not interfere with the normal business operations of the Parent HighCape Parties). Notwithstanding the foregoing, Parent HighCape shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent HighCape Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent HighCape Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent HighCape Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent HighCape shall use, and shall cause the other Parent HighCape Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent HighCape Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent HighCape shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by referencereference and under which each Group Company agrees to be bound; provided, that notwithstanding anything to the contrary in the Confidentiality Agreement, TortoiseCorp III hereby acknowledges and agrees that the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby or hereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause to be provided, to Parent TortoiseCorp III and its Representatives (x) upon reasonable advance written notice, during normal business hours reasonable access to the properties, projects, directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies)) and (y) with complete copies of all internal financial reports of the Company and its Subsidiaries prepared by the Company in the ordinary course of business promptly after completion of such reports. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent TortoiseCorp III or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and TortoiseCorp III, any Parent TortoiseCorp III Party, any Parent TortoiseCorp III Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent TortoiseCorp III shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent TortoiseCorp III Parties (in a manner so as to not interfere with the normal business operations of the Parent TortoiseCorp III Parties). Notwithstanding the foregoing, Parent TortoiseCorp III shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent TortoiseCorp III Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent TortoiseCorp III Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent TortoiseCorp III Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent TortoiseCorp III shall use, and shall cause the other Parent TortoiseCorp III Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent TortoiseCorp III Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent TortoiseCorp III shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties FCB shall provide, or cause to be provided, to Parent Mountain and its Affiliates and its and their respective Representatives during normal business hours reasonable access to the directorsRepresentatives, officersinformation, documents, offices, facilities, properties, books and records of FCB and its Subsidiaries, in each case, as it relates to the Business, the Group Companies (in a manner so as to not interfere with and the normal business operations of the Group Companies)Business. Notwithstanding the foregoing, none of the Group Companies FCB or its Subsidiaries shall be required to provide disclose to Parent Mountain or any of its Affiliates or its and their respective Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, party or (C) violate any legally-binding obligation result in the loss of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to FCB or any Group Company of its Subsidiaries under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (DC), the Company Parties FCB shall, and shall cause the other Group Companies its Subsidiaries to, (1) use reasonable best efforts to (x) develop an alternative method to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation to Mountain or Law and (y) provide such information its Affiliates or Representatives in a manner without violating such privilege, doctrine, Contract, obligation or Law), or that is acceptable to Mountain; and (ii2) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice to Mountain of the withholding of access or information on any such basisbasis and a reasonably detailed rationale therefor. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Mountain shall provide, or cause to be provided, to each Company Party BP and its Representatives during normal business hours reasonable access to the directors, officers, officers and books and records of the Parent Parties Mountain (in a manner so as to not interfere with the normal business operations of the Parent PartiesMountain). Notwithstanding the foregoing, Parent Mountain shall not be required to provide, or cause disclose to be provided to, a Company Party or any of BP and its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, party or (C) violate any legally-binding obligation result in the loss of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to Mountain or any Parent Party of its Subsidiaries under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (DC), Parent shall useMountain shall, and shall cause the other Parent Parties to useits Subsidiaries to, (1) use reasonable best efforts to (x) develop an alternative method to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation to BP or Law and (y) provide such information its Representatives in a manner without violating such privilege, doctrine, Contract, obligation or Law), or that is acceptable to BP; and (ii2) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice to BP of the withholding of access or information on any such basisbasis and a reasonably detailed rationale therefor.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Companies, including financial information used in the preparation of the Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives any Evaluation Material or any other information during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any Evaluation Material or any other information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SPAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Parent Party SPAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party SPAC under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC, on the one hand, and any Group Company, any Company Non-Party Affiliate Affiliate, Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ARYA and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide provide, or cause to Parent be provided, to ARYA or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent ARYA Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ARYA shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent ARYA Parties (in a manner so as to not interfere with the normal business operations of the Parent ARYA Parties). Notwithstanding the foregoing, Parent XXXX shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent ARYA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Parent ARYA Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent ARYA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent ARYA shall use, and shall cause the other Parent ARYA Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Partyan ARYA Party or the ARYA Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that Parent XXXX shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality AgreementAgreements, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any in the Ancillary Document Documents that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Final Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent FLAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent FLAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, subject (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as or information to the extent it can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartyFLAC, any Parent FLAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Final Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent FLAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties FLAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesFLAC). Notwithstanding the foregoing, Parent FLAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party FLAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Parent Party FLAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party FLAC under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, in case of each of clauses (A) through (D), Parent FLAC shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as or information to the extent it can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyFLAC, on the one hand, and any Group Company, any Company Non-Party Affiliate Affiliate, or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent FLAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent MEOA and its authorized Representatives during normal business hours reasonable access to the directors, officers, books and records records, and premises of the Group Companies (Companies, in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent MEOA or any of its authorized Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy privacy, or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent MEOA Party, any Parent MEOA Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent MEOA shall provide, or cause to be provided, to each the Company Party and its authorized Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent MEOA Parties (in a manner so as to not interfere with the normal business operations of the Parent MEOA Parties). Notwithstanding the foregoing, Parent MEOA shall not be required to provide, or cause to be provided to, a the Company Party or any of its authorized Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent MEOA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent MEOA Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent MEOA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent MEOA shall use, and shall cause the other Parent MEOA Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent MEOA Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent MEOA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference; provided, that notwithstanding anything to the contrary in the Confidentiality Agreement, Dragoneer hereby acknowledges and agrees that the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby or hereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Dragoneer and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Dragoneer or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Dragoneer Party, any Parent Dragoneer Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Dragoneer shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Dragoneer Parties (in a manner so as to not interfere with the normal business operations of the Parent Dragoneer Parties). Notwithstanding the foregoing, Parent Dragoneer shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Dragoneer Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Dragoneer Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Dragoneer Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Dragoneer shall use, and shall cause the other Parent Dragoneer Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Dragoneer Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Dragoneer shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality AgreementAgreements, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ARYA and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent ARYA or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent ARYA Party, any Parent ARYA Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ARYA shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent ARYA Parties (in a manner so as to not interfere with the normal business operations of the Parent ARYA Parties). Notwithstanding the foregoing, Parent ARYA shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent ARYA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent ARYA Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent ARYA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent ARYA shall use, and shall cause the other Parent ARYA Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an ARYA Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent ARYA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and, subject to execution and delivery of a confidentiality agreement in the Company’s standard form, its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Companies, including financial information used in the preparation of the Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and, subject to execution and delivery of a confidentiality agreement in SPAC’s standard form, its Representatives (i) during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of SPAC) and (ii) information that is reasonably necessary for the Parent Parties)Company to calculate the SPAC Expenses and Aggregate Transaction Proceeds. Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisEvaluation Material.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree Each Party will hold in confidence any Confidential Information, provided that the provisions of this Section will not restrict either Party from passing such information being provided to its Affiliates, professional advisors or, in connection with this Agreement and the consummation case of the transactions contemplated hereby is subject Project Manager, to Consultants, Sub-consultants, contractors and sub-contractors to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing extent necessary to enable such Party to perform (or anything to the contrary in cause to be performed) or to enforce such Party’s rights or obligations under this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosureprovided such Affiliates, use or provision of information or otherwiseadvisors, then such other covenant or agreement contained herein shall govern Consultants, Sub-consultants, contractors and control sub-contractors are subject to the extent of such conflictsimilar confidentiality obligations. (b) From and after The obligation to maintain the date of this Agreement until the earlier confidentiality of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause Confidential Information does not apply to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent or any of its Representatives any information Confidential Information: (i) if and which the other Party confirms in writing is not required to be treated as Confidential Information; (ii) which is or comes into the public domain otherwise than through any disclosure prohibited by this Agreement; (iii) to the extent doing so would (A) violate any Law Person is required to which any Group Company is subjectdisclose such Confidential Information by Law, including the Municipal Freedom of Information and Protection of Privacy Act (Ontario) or any Privacy other applicable Law (provided that such Person shall promptly advise the other Party of such requirement in respect of any particular Confidential Information prior to disclosing same, and, if permitted under applicable Law, (B) result in provide it with an opportunity to dispute the disclosure of Confidential Information); and (iv) to the extent consistent with any trade secrets City policy the details of third parties which have been provided to the Project Manager in breach writing prior to the disclosure of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect the Confidential Information to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded the Owner and subject to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, Project Manager’s confirmation in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided writing that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisConfidential Information is not required to be treated as such. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access The Project Manager acknowledges that information provided to the directorsOwner is subject to disclosure under the Municipal Freedom of Information and Protection of Privacy Act (Ontario) and that any confidential, officersproprietary, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoingcommercial, Parent shall not be required to providescientific or similar information, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall which would reasonably cause the other Parent Parties Project Manager injury, should be identified as such when provided to usethe Owner. In respect of such information, reasonable efforts to (x) the Project Manager shall also provide such access as can be provided (or otherwise convey the Owner with the rationale setting forth reasons why such information regarding the applicable matter as can should not be conveyed) without violating such privilege, doctrine, Contract, obligation released under this legislation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basissuccessor legislation.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause to be provided, to Parent Purchaser and its Representatives (x) upon reasonable advance written notice, during normal business hours reasonable access to the properties, projects, directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies)) and (y) with complete copies of all internal financial reports of the Company and its Subsidiaries prepared by the Company in the ordinary course of business promptly after completion of such reports. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Purchaser or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and Purchaser, any Purchaser Party, any Purchaser Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Purchaser shall provide, or cause to be provided, to the Company and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Purchaser Parties (in a manner so as to not interfere with the normal business operations of the Purchaser Parties). Notwithstanding the foregoing, Purchaser shall not be required to provide, or cause to be provided to, the Company or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Purchaser Party is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Purchaser Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Purchaser Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Purchaser shall use, and shall cause the other Purchaser Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an Purchaser Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Purchaser shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, mutatis mutandis. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Priveterra and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided, to Priveterra or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-Priveterra Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent Priveterra shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Priveterra Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesPriveterra Parties or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Priveterra Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent Priveterra shall not be required to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Priveterra Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent Priveterra Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Priveterra Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (Ac) through (Dc), Parent Priveterra shall use, and shall cause the other Parent Priveterra Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Priveterra Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Priveterra shall, in the case of clause (ic) or (iic), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent CBRG and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide provide, or cause to Parent be provided, to CBRG or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent CBRG Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent CBRG shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent CBRG Parties (in a manner so as to not interfere with the normal business operations of the Parent CBRG Parties). Notwithstanding the foregoing, Parent CBRG shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent CBRG Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Parent CBRG Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent CBRG Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent CBRG shall use, and shall cause the other Parent CBRG Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyCBRG Party or the CBRG Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that Parent CBRG shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Armada and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies)) as Armada or its Representatives may from time to time reasonably request. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Armada or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (DB) jeopardize protections afforded to any Group Company under the attorney-client or solicitor-client privilege or the attorney work product doctrine or (C) be a risk to the health or safety of any Group Company personnel or the personnel of any of their respective Representatives (provided that, in case of each of clauses (A) through (DC), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Listed Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From The Parties hereby acknowledge and after agree that the date of this Confidentiality Agreement until the earlier shall be automatically terminated effective as of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company without any further action by any Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisPerson.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent FRLA and its authorized Representatives during normal business hours reasonable access to the directors, officers, books and records records, and premises of the Group Companies (Companies, in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent FRLA or any of its authorized Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy privacy, or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent FRLA Party, any Parent FRLA Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (cb) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent FRLA shall provide, or cause to be provided, to each the Company Party and its authorized Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent FRLA Parties (in a manner so as to not interfere with the normal business operations of the Parent FRLA Parties). Notwithstanding the foregoing, Parent FRLA shall not be required to provide, or cause to be provided to, a the Company Party or any of its authorized Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent FRLA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent FRLA Party with respect to confidentiality, non-non- disclosure or privacy or (D) jeopardize protections afforded to any Parent FRLA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent FRLA shall use, and shall cause the other Parent FRLA Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent FRLA Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent FRLA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality AgreementAgreements, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent PTIC II and its Representatives during normal business hours reasonable access to the directorsmanagers, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided, to PTIC II or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (DC) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (AB) through and (DC), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x1) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y2) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartyPTIC II, any Parent Non-Party Affiliate the Sponsor or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent PTIC II shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties PTIC II (in a manner so as to not interfere with the normal business operations of PTIC II and only where such information shall not include non-public information relating to the Parent PartiesSponsor). Notwithstanding the foregoing, Parent PTIC II shall not be required to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party PTIC II is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, including the Sponsor, (C) violate any legally-binding obligation of any Parent Party PTIC II with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party PTIC II under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (AC) through and (D), Parent PTIC II shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x1) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y2) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyPTIC II, the Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that Parent PTIC II shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ALPA and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided to, ALPA or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-ALPA Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ALPA shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent ALPA Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesALPA Parties or in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the ALPA Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent ALPA shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent ALPA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent ALPA Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent ALPA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent ALPA shall use, and shall cause the other Parent ALPA Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an ALPA Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent ALPA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ACT and its Representatives during normal business hours reasonable access to the properties, directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required pursuant to provide this Section 5.3(b) to Parent provide, or caused to be provided, to ACT or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shallshall use, and shall cause the other Group Companies toto use, use commercially reasonable efforts to (x1) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y2) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or any of its Affiliates or Representatives, on the one hand, and any Parent Party, any Parent Non-Party Affiliate ACT or any of their respective its Affiliates or Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ACT shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, officers and books and records of the Parent Parties ACT (in a manner so as to not interfere with the normal business operations of the Parent PartiesACT). Notwithstanding the foregoing, Parent ACT shall not be required pursuant to this Section 5.3(c) to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party ACT is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party ACT with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party ACT under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent ACT shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x1) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y2) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyACT, the ACT Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent ACT shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation as of the transactions contemplated hereby is subject date hereof, and continuing through the Closing Date and terminating thereafter, the Parties and each of their respective Affiliates and Representative remain bound to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or any Ancillary Document shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or Arrangement Effective Time and the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties each Party shall provide, or cause to be provided, to Parent each other Party and its Representatives during normal business hours reasonable access to the its and its Subsidiaries properties, directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companiesoperations). Notwithstanding the foregoing, none of the Group Companies neither Party nor its Subsidiaries (if any) shall be required to provide to Parent each other Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company such Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company either Party or its Subsidiaries (if any) under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties so affected Party shall, and shall cause the other Group Companies its Subsidiaries (if any) to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartyProspector, any Parent Prospector Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties each Party shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding In furtherance of the foregoing or anything foregoing, TopCo and the Company hereby agrees to be bound by the contrary in this Agreementterms of the Confidentiality Agreement as the “Recipient” thereunder, as if, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosurecase of TopCo, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflictTopCo was an original signatory thereto. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable (i) access to the directors, officers, properties, books and records of the Group Companies and TopCo (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompanies or TopCo) and (ii) updates of ongoing business developments including related to (A) material communication with FDA and Governmental Entities and (B) ongoing material Proceedings (including the status thereof). Notwithstanding the foregoing, none of the Group Companies or TopCo shall be required to provide disclose to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any the Group Company is Companies or TopCo are subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of any the Group Company Companies with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any of the Group Company Companies under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies or TopCo to, use commercially reasonable efforts to provide (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or TopCo, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Parent shall, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesParent). Notwithstanding the foregoing, Parent shall not be required to provide, or cause disclose to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to provide (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyParent, on the one hand, and any Group Company, any Company Non-Party Affiliate TopCo or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a6.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its termsArticle 8, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Acquiror and its Representatives during normal business hours reasonable access to the directors, officers, books books, records, Company IT Systems, facilities and records properties of the each Company Group Companies Member (in a manner so as to not interfere with the normal business operations of such Company Group Member and subject to any applicable Pandemic Measures), and shall use its and their commercially reasonable efforts to furnish such Representatives with all financial and operating data and other information concerning the affairs of the Company Group Companies)Members that are in the possession of any Company Group Member, in each case, as Acquiror and its Representatives may reasonably request. Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided to, Acquiror or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any a Company Group Company Member is subject, including any Privacy Law, subject or (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Company Group Company Member under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each both of clauses (A) through and (DB), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation privilege or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation privilege or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-Acquiror Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its termsArticle 8, upon reasonable advance written notice, Parent Acquiror shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Acquiror Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesAcquiror Parties and subject to any applicable Pandemic Measures). Notwithstanding the foregoing, Parent Acquiror shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Acquiror Party is subject, including any Privacy Law, subject or (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Acquiror Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each both of clauses (A) through and (DB), Parent Acquiror shall use, and shall cause the other Parent Acquiror Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation privilege or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation privilege or Law), ) or (ii) if a Parent an Acquiror Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Acquiror shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent RACA and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent RACA or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent RACA Party, any Parent RACA Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent RACA shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent RACA Parties (in a manner so as to not interfere with the normal business operations of the Parent RACA Parties). Notwithstanding the foregoing, Parent RACA shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent RACA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent RACA Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent RACA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent RACA shall use, and shall cause the other Parent RACA Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent RACA Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent RACA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that With the exception of information being provided which: (i) is generally available to the public; (ii) becomes generally available to the public other than as a result of a breach of these provisions by AcquisitionCo or any of the Investors; (iii) can be demonstrated to have been known or available to AcquisitionCo or any of the Investors or independently developed by AcquisitionCo or any of the Investors; (iv) was received in connection with good faith from an independent Person who was lawfully in possession of such information free of any obligation of confidence of which AcquisitionCo, the Investors or their respective Subsidiaries had knowledge; (v) is released from the provisions of this Agreement and by the consummation written authorization of the transactions contemplated hereby BE or XXXXX; or (vi) is subject provided to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control a third party to the extent relevant to obtaining Consents, Approvals and Waivers contemplated hereunder; (vii) is provided to OPG or the Province of Ontario to the extent relevant in order to comply with the OPG Heads of Agreement; or (viii) AcquisitionCo or any of the Investors has a duty to disclose under any Applicable Law, in which event, AcquisitionCo or any of the Investors will make such conflictdisclosure on a confidential basis if available and shall restrict such disclosure to the extent necessary in order to comply with Applicable Law; AcquisitionCo and the Investors shall: (ix) prior to the Closing, keep confidential all information disclosed to it by BE or its Subsidiaries (or their Representatives) relating to BECL, the BECL Subsidiaries, BPLP, BPI, HWI or HWLP; (x) without temporal limitation, keep confidential all information disclosed to it by BE or its Subsidiaries (or their Representatives) prior to Closing relating to BE, its Subsidiaries, or any Persons directly or indirectly owned by BE, but excluding information relating to BECL, the BECL Subsidiaries, BPLP, BPI, HWI or HWLP. If this Agreement is terminated without completion of the Transactions contemplated hereby, AcquisitionCo and the Investors shall promptly destroy all information required to be kept confidential hereunder, and shall continue to maintain the confidence of all such information. (b) From After Closing, BE and XXXXX and their Subsidiaries shall keep confidential all information relating to BECL, the BECL Subsidiaries, BPI, BPLP, HWI, HWLP and the BPLP Business, except information which: (i) is generally available to the public; (ii) becomes generally available to the public other than as a result of a breach of these provisions by BE, XXXXX or any of BE’s Subsidiaries; (iii) was received in good faith after Closing from an independent Person who was lawfully in possession of such information free of any obligation of confidence of which BE or its Subsidiaries has knowledge; (iv) is released from the date provisions of this Agreement until by the earlier written authorization of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause Investors; or (v) is required to be provideddisclosed pursuant to Applicable Law, to Parent and its Representatives during normal business hours reasonable access to the directorsin which case BE, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent XXXXX or any of its Representatives any information (i) Subsidiaries shall make disclosure on a confidential basis if available and shall restrict such disclosure to the extent doing so would (A) violate any Law necessary in order to which any Group Company is subject, including any Privacy comply with Applicable Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after Notwithstanding Section 6.12(a), BE shall have the date of right to make this Agreement until available for review by BE and its Shareholders and any applicable Governmental Authority in connection with the earlier Shareholders’ Meeting excluding the Disclosure Letter unless otherwise required by Applicable Law including the United Kingdom Listing Authority; (d) Notwithstanding Section 6.12(a), the Parties shall have the right to make this Agreement, and any relevant facts relating to the Transactions contemplated hereby, available to the applicable tax authorities for the purposes of obtaining the Closing Date XXXXX Tax Ruling, the Investors’ Tax Ruling or the termination BPC Tax Ruling. (e) Notwithstanding Section 6.12(b), BE and XXXXX shall have the right to disclose information in respect of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party BPLP and its Representatives during normal business hours reasonable access BPI to the directors, officers, books and records Province of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and Ontario to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party necessary under the attorney-client privilege or the attorney work product doctrine (provided that, in case OPG Heads of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisAgreement.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Capstar and its Representatives during normal business hours (i) reasonable access to the directors, officers, books and records and of the Group Companies and (ii) virtual access to the premises and access to periodic updates with respect to the manufacturing build-out of the plants located in Calimera and Lecce in Puglia, Italy, in each case, in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Capstar or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Capstar Party, any Parent Capstar Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Capstar shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Capstar Parties (in a manner so as to not interfere with the normal business operations of the Parent Capstar Parties). Notwithstanding the foregoing, Parent Capstar shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Capstar Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Capstar Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Capstar Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Capstar shall use, and shall cause the other Parent Capstar Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Capstar Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Capstar shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information having been and being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a8.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC, the Acquisition Entities and its their respective Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies for reasonable purposes related to the consummation of the Transactions (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC, the Acquisition Entities or any of its their respective Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy privacy, or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartySPAC, any Parent Acquisition Entity, any SPAC Non-Party Affiliate Affiliates, any Acquisition Entity Non-Party Affiliates, or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC and the Acquisition Entities shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of SPAC and the Parent Parties Acquisition Entities, respectively, for reasonable purposes related to the consummation of the Transactions (in a manner so as to not interfere with the normal business operations of SPAC and the Parent PartiesAcquisition Entities, respectively). Notwithstanding the foregoing, Parent neither SPAC nor the Acquisition Entities shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent such Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Parent such Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent such Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC and the Acquisition Entities shall use, and shall cause the other Parent Parties to use, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC, any Acquisition Entity, any SPAC Non-Party Affiliate, or any Acquisition Entity Non-Party Affiliate, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC and the Acquisition Entities shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent CPUH and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company and its Subsidiaries (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided, to CPUH or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-CPUH Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent CPUH shall provide, or cause to be provided, to each Company Party the Company, Pubco and its their respective Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent CPUH Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesCPUH Parties or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the CPUH Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent CPUH shall not be required to provide, or cause to be provided toprovided, a Company Party to the Company, Pubco or any of its their respective Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent CPUH Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent CPUH Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent CPUH Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent CPUH shall use, and shall cause the other Parent CPUH Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent CPUH Party, on the one hand, and any Group the Company, any Company Non-Party Affiliate Pubco or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent CPUH shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Intermediate Merger Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement Original Date until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Armada and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies)) as Armada or its Representatives may from time to time reasonably request. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Armada or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (DB) jeopardize protections afforded to any Group Company under the attorney-client or solicitor-client privilege or the attorney work product doctrine or (C) be a risk to the health or safety of any Group Company personnel or the personnel of any of their respective Representatives (provided that, in case of each of clauses (A) through (DC), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate Armada or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From The Parties hereby acknowledge and after agree that the date of this Confidentiality Agreement until the earlier shall be automatically terminated effective as of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company without any further action by any Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisPerson.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent AMHC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent AMHC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent AMHC Party, any Parent AMHC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent AMHC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent AMHC Parties (in a manner so as to not interfere with the normal business operations of the Parent AMHC Parties). Notwithstanding the foregoing, Parent AMHC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent AMHC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent AMHC Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent AMHC Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent AMHC shall use, and shall cause the other Parent AMHC Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent AMHC Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent AMHC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent CHP and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies), solely for the purposes of consummating the transactions contemplated herein. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent CHP or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy LawObligations, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent CHP Party, any Parent CHP Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent CHP shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent CHP Parties (in a manner so as to not interfere with the normal business operations of the Parent CHP Parties)) solely for the purposes of consummating the transactions contemplated herein. Notwithstanding the foregoing, Parent CHP shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent CHP Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent CHP Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent CHP Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent CHP shall use, and shall cause the other Parent CHP Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent CHP Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent CHP shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall shall, subject to the Confidentiality Agreement, provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Companies, including financial information used in the preparation of the Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the TABLE OF CONTENTS​​ Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and, subject to execution and delivery of a confidentiality agreement in a customary form, its Representatives (i) during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of SPAC) and (ii) information that is reasonably necessary for the Parent Parties)Company to calculate the SPAC Expenses and Aggregate Transaction Proceeds. Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisEvaluation Material.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties Seller shall provide, or cause to be provided, to Parent JAWS and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent JAWS or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties Seller shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartyJAWS, any Parent JAWS Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties Seller shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent JAWS shall provide, or cause to be provided, to each Company Party the Seller and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties JAWS (in a manner so as to not interfere with the normal business operations of the Parent PartiesJAWS). Notwithstanding the foregoing, Parent JAWS shall not be required to provide, or cause to be provided to, a Company Party the Seller or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party JAWS is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party JAWS with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party JAWS under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent JAWS shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyJAWS, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent JAWS shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Tailwind and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Tailwind or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Tailwind Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Tailwind shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Tailwind Parties (in a manner so as to not interfere with the normal business operations of the Parent Tailwind Parties). Notwithstanding the foregoing, Parent Tailwind shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Tailwind Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Tailwind Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Tailwind Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Tailwind shall use, and shall cause the other Parent Tailwind Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Tailwind Party, the Tailwind Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any the Company Non-Party Affiliate Stockholder Representative or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Tailwind shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information having been and being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a8.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC, the Acquisition Entities and its their respective Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies for reasonable purposes related to the consummation of the Transactions (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC, the Acquisition Entities or any of its their respective Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy privacy, or (D) jeopardize protections afforded to any Group Company under the attorney-client or solicitor-client, as applicable, privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartySPAC, any Parent Acquisition Entity, any SPAC Non-Party Affiliate Affiliates, any Acquisition Entity Non-Party Affiliates, or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC and the Acquisition Entities shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of SPAC and the Parent Parties Acquisition Entities, respectively, for reasonable purposes related to the consummation of the Transactions (in a manner so as to not interfere with the normal business operations of SPAC and the Parent PartiesAcquisition Entities, respectively). Notwithstanding the foregoing, Parent neither SPAC nor the Acquisition Entities shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent such Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Parent such Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent such Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC and the Acquisition Entities shall use, and shall cause the other Parent Parties to use, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC, any Acquisition Entity, any SPAC Non-Party Affiliate, or any Acquisition Entity Non-Party Affiliate, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC and the Acquisition Entities shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall use reasonable best efforts to provide, or cause to be provided, to Parent MAAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Private Group Companies (in a manner so as to not interfere with the normal business operations of the Private Group Companies). Notwithstanding the foregoing, none of the Private Group Companies shall be required to provide provide, or cause to Parent be provided to, MAAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Private Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Private Group Company with respect to confidentiality, non-disclosure or privacy or privacy, (D) jeopardize protections afforded to any Private Group Company under the attorney-client privilege or the attorney work product doctrine or (E) in the case of any in-person access, be contrary to, or would not be reasonably practicable in light of, any action taken, or omitted to be taken, by any Group Company to the extent determined to be reasonable and advisable in response to COVID-19 (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Private Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or any Company Non-Party Affiliate, on the one hand, and any Parent PartyMAAC, any Parent MAAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties (or would, in light of then existing facts and circumstances, reasonably be expected to be potentially adverse parties) in a litigation or dispute and such information is or would reasonably be expected to be pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent MAAC shall use reasonable best efforts to provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties MAAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesMAAC). Notwithstanding the foregoing, Parent MAAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party MAAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party MAAC with respect to confidentiality, non-disclosure or privacy or privacy, (D) jeopardize protections afforded to any Parent Party MAAC under the attorney-client privilege or the attorney work product doctrine or (E) in the case of any in-person access, be contrary to, or would not be reasonably practicable in light of, any action taken, or omitted to be taken, by MAAC to the extent determined to be reasonable and advisable in response to COVID-19 (provided that, in case of each of clauses (A) through (D), Parent MAAC shall use, and shall cause the other Parent Parties MAAC to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyMAAC or any MAAC Non-Party Affiliate, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties (or would, in light of then existing facts and circumstances, reasonably be expected to be potentially adverse parties) in a litigation or dispute and such information is or would reasonably be expected to be pertinent thereto; provided that Parent MAAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall use reasonable best efforts to provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies Companies, including financial information used in the preparation of the Company Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide provide, or cause to Parent be provided to, SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or privacy, (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine or (E) in the case of any in-person access, be contrary to, or would not be reasonably practicable in light of, any action taken, or omitted to be taken, by any Group Company to the extent determined to be reasonable and advisable in response to COVID-19 (provided that, in case of each of clauses (A) through (DE), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or any Company Non-Party Affiliate, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties (or would, in light of then existing facts and circumstances, reasonably be expected to be potentially adverse parties) in a litigation or dispute and such information is or would reasonably be expected to be pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall use reasonable best efforts to provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SPAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party SPAC with respect to confidentiality, non-disclosure or privacy or privacy, (D) jeopardize protections afforded to any Parent Party SPAC under the attorney-client privilege or the attorney work product doctrine or (E) in the case of any in-person access, be contrary to, or would not be reasonably practicable in light of, any action taken, or omitted to be taken, by the Group Company to the extent determined to be reasonable and advisable in response to COVID-19 (provided that, in case of each of clauses (A) through (DE), Parent SPAC shall use, and shall cause the other Parent Parties SPAC to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC or any SPAC Non-Party Affiliate, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties (or would, in light of then existing facts and circumstances, reasonably be expected to be potentially adverse parties) in a litigation or dispute and such information is or would reasonably be expected to be pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, employee, consultants, advisors, books and records of the Group Companies, including financial information of the Group Companies used in the preparation of the Financial Statements and in the unaudited projected financial information to be included in the Registration Statement (in a manner so as to not materially interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, NewPubco or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SPAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Parent Party SPAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party SPAC under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC, on the one hand, and any Group Company, any Company Non-Party Affiliate Affiliate, NewPubco, Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceedings and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a6.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent DHHC and its Representatives during normal business hours reasonable access to the directors, officers, employees, agents, contracts, books and records of the Group Companies (including, to the extent necessary, the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants) as well as the Group Companies’ properties, offices and other facilities (in a manner so as to not interfere with the normal business operations of the Group Companies); provided, that no investigation pursuant to this Section 6.3(b) shall affect or be deemed to modify any representation made by the Company in Article 4. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent DHHC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy privacy, if such Group Company shall have used commercially reasonable efforts (without payment of any consideration, fees or expenses) to obtain the consent of such third party to such inspection or disclosure or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent DHHC Party, any Parent DHHC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that provided, that, the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent DHHC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, employees, agents, contracts, books and records of the Parent DHHC Parties (including, to the extent necessary, the work papers of DHHC’s independent accountants upon receipt of any required consents from such accountants) as well as the DHHC Parties’ properties, offices and other facilities (in a manner so as to not interfere with the normal business operations of the Parent DHHC Parties); provided, that no investigation pursuant to this Section 6.3(c) shall affect or be deemed to modify any representation made by the DHHC Parties in Article 5. Notwithstanding the foregoing, Parent DHHC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent DHHC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent DHHC Party with respect to confidentiality, non-disclosure or privacy if such DHHC Party shall have used commercially reasonable efforts (without payment of any consideration, fees or expenses) to obtain the consent of such third party to such inspection or disclosure or (D) jeopardize protections afforded to any Parent DHHC Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent DHHC shall use, and shall cause the other Parent DHHC Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent DHHC Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent DHHC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference; provided, that notwithstanding anything to the contrary in the Confidentiality Agreement, each Party hereby acknowledges and agrees that the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby or hereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a4.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Pathfinder and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Pathfinder or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and Pathfinder, any Pathfinder Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Pathfinder shall provide, or cause to be provided, to the Company and its Representatives during normal business hours reasonable access to the directors, officers, books and records of Pathfinder (in a manner so as to not interfere with the normal business operations of Pathfinder). Notwithstanding the foregoing, Pathfinder shall not be required to provide, or cause to be provided to, the Company or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which Pathfinder is subject, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of Pathfinder with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to Pathfinder under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Pathfinder shall use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyPathfinder, on the one hand, and any Parent Party, any Parent Non-Party Affiliate Sponsor or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Pathfinder shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent BOA and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent BOA or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate BOA or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent BOA shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties BOA (in a manner so as to not interfere with the normal business operations of the Parent PartiesBOA). Notwithstanding the foregoing, Parent BOA shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party BOA is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party BOA with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party BOA under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent BOA shall use, and shall cause the other Parent Parties to use, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyBOA or the BOA Sponsor, on the one hand, and any Group Company, any Company Non-Party Affiliate the Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent BOA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, mutatis mutandis. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Redwoods and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided, to Redwoods or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-Redwoods Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent Redwoods shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Redwoods Parties (in a manner so as to not interfere with the normal business operations of the Parent Redwoods Parties). Notwithstanding the foregoing, Parent Redwoods shall not be required to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Redwoods Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent Redwoods Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Redwoods Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (Ac) through (Dc), Parent Redwoods shall use, and shall cause the other Parent Redwoods Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Redwoods Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Redwoods shall, in the case of clause (ic) or (iic), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a6.4(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties and SLAM shall (i) continue to provide, or cause to be provided, to Parent the other party and its Representatives during normal business hours reasonable access to the its directors, officers, offices, properties, books and records records, (ii) furnish to the other party and its Representatives such information relating to the business of the Company Group Companies or SLAM as such Persons may reasonably request and (in a manner so as iii) cause its respective Representatives to not interfere cooperate with the normal business operations other party in such other party’s investigation of its business; provided, that no investigation pursuant to this Section 6.4(b) (or any investigation prior to the Effective Date) shall affect any representation or warranty given by the Company Group or SLAM and, provided, further, that any investigation pursuant to this Section 6.4(b) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company Group Companies)or SLAM. Notwithstanding anything to the foregoingcontrary in this Agreement, none of the Group Companies neither Party shall be required to provide to Parent the access described above or any of its Representatives disclose any information if doing so is reasonably likely to (iA) if result in a waiver of attorney client privilege, work product doctrine or similar privilege or (B) violate any Contract to which it is a party or to which it is subject or applicable Law; provided, that the non-disclosing party must advise the other party that it is withholding such access or information and (to the extent doing so would (Areasonably practicable) violate any Law to the basis on which any Group Company the access is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access not granted or information on any such basisnot disclosed. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Atlas and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide to Parent Atlas or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in the case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-Atlas Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Atlas shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Atlas Parties (in a manner so as to not interfere with the normal business operations of the Parent Atlas Parties). Notwithstanding the foregoing, Parent Atlas shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Atlas Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Atlas Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Atlas Party under the attorney-client privilege or the attorney work product doctrine (provided that, in the case of each of clauses (A) through (D), Parent Atlas shall use, and shall cause the other Parent Atlas Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Partyan Atlas Party or the Atlas Sponsor, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Atlas shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent AHAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided to, AHAC or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-AHAC Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent AHAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent AHAC Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesAHAC Parties or in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the AHAC Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent AHAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent AHAC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent AHAC Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent AHAC Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent AHAC shall use, and shall cause the other Parent AHAC Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an AHAC Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent AHAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ACAH and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany); provided that the Company shall not be required to provide such access if the Company in good faith determines that such access would violate any COVID-19 Measures. Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide to Parent ACAH or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in the case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-ACAH Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. For the avoidance of doubt, the Company shall not be obligated under this Section 5.3(b) to permit ACAH or any of its Representatives to conduct any invasive, intrusive or subsurface sampling or testing of any media at the Company’s properties. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ACAH shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent ACAH Parties (in a manner so as to not interfere with the normal business operations of the Parent ACAH Parties). Notwithstanding the foregoing, Parent ACAH shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent ACAH Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent ACAH Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent ACAH Party under the attorney-client privilege or the attorney work product doctrine (provided that, in the case of each of clauses (A) through (D), Parent ACAH shall use, and shall cause the other Parent ACAH Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Partyan ACAH Party or the ACAH Sponsor, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent ACAH shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, mutatis mutandis. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, nor cause to Parent be provided, to SPAC or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-SPAC Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent SPAC Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC Parties or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the SPAC Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent SPAC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-legally binding obligation of any Parent SPAC Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent SPAC Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent SPAC Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent SPAC Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent the Carmell Parties and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided to, the Carmell Parties or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-Carmell Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until Until the earlier of the Closing Date or and the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent the Carmell Parties shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Carmell Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesCarmell Parties or in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Carmell Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent the Carmell Parties shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Carmell Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent Carmell Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Carmell Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Xxxxxxx shall use, and shall cause the other Parent Carmell Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.and

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information having been and being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a5.4(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate Affiliates or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SPAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party SPAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party SPAC under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC or the Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, mutatis mutandis. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided, to SPAC or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-SPAC Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent SPAC Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC Parties or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the SPAC Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent SPAC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent SPAC Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent SPAC Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent SPAC Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent SPAC Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties FCB shall provide, or cause to be provided, to Parent Mountain and its Affiliates and its and their respective Representatives during normal business hours reasonable access to the directorsRepresentatives, officersinformation, documents, offices, facilities, properties, books and records of FCB and its Subsidiaries, in each case, as it relates to the Business, the Group Companies (in a manner so as to not interfere with and the normal business operations of the Group Companies)Business. Notwithstanding the foregoing, none of the Group Companies FCB or its Subsidiaries shall be required to provide disclose to Parent Mountain or any of its Affiliates or its and their respective Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, party or (C) violate any legally-binding obligation result in the loss of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to FCB or any Group Company of its Subsidiaries under the attorney-client privilege or the attorney work product doctrine (privilege; provided that, in case of each of clauses (A) through (DC), the Company Parties FCB shall, and shall cause the other Group Companies its Subsidiaries to, (1) use reasonable best efforts to (x) develop an alternative method to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation to Mountain or Law and (y) provide such information its Affiliates or Representatives in a manner without violating such privilege, doctrine, Contract, obligation or Law), or that is acceptable to Mountain; and (ii2) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice to Mountain of the withholding of access or information on any such basisbasis and a reasonably detailed rationale therefor. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Mountain shall provide, or cause to be provided, to each Company Party BP and its Representatives during normal business hours reasonable access to the directors, officers, officers and books and records of the Parent Parties Mountain (in a manner so as to not interfere with the normal business operations of the Parent PartiesMountain). Notwithstanding the foregoing, Parent Mountain shall not be required to provide, or cause disclose to be provided to, a Company Party or any of BP and its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, party or (C) violate any legally-binding obligation result in the loss of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to Mountain or any Parent Party of its Subsidiaries under the attorney-client privilege or the attorney work product doctrine (privilege; provided that, in case of each of clauses (A) through (DC), Parent shall useMountain shall, and shall cause the other Parent Parties to useits Subsidiaries to, (1) use reasonable best efforts to (x) develop an alternative method to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation to BP or Law and (y) provide such information its Representatives in a manner without violating such privilege, doctrine, Contract, obligation or Law), or that is acceptable to BP; and (ii2) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice to BP of the withholding of access or information on any such basisbasis and a reasonably detailed rationale therefor.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Companies, including financial information used in the preparation of the Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy LawData Security Requirements, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartySPAC, Merger Sub, any Parent SPAC Non-Party Affiliate Affiliate, or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives any Evaluation Material or any other information during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any Evaluation Material or any other information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SPAC or Merger Sub is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Parent Party SPAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party SPAC under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, and that the Confidentiality Agreement will continue in full force and effect. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties and SPAC shall (i) continue to provide, or cause to be provided, to Parent the other Party and its Representatives during normal business hours reasonable access to the its directors, officers, offices, properties, books and records records, (ii) furnish to the other Party and its Representatives such information relating to the business of the Company or SPAC and (iii) cause its respective Representatives to cooperate with the other party in such other Party’s investigation of its business, in each case as the other Party may reasonably request in connection with the Transactions; provided, that any request or investigation pursuant to this Section 5.3(b) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies)Company or SPAC. Notwithstanding anything to the foregoingcontrary in this Agreement, none of the Group Companies neither Party shall be required to provide to Parent the access described above or any of its Representatives disclose any information (i) if and to the extent doing so would is reasonably likely in the opinion of the disclosing party to (A) violate any Law to which any Group Company is subjectresult in a waiver of attorney client privilege, including any Privacy Law, work product doctrine or similar privilege or (B) result in the disclosure of any trade secrets of third parties in breach of violate any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party it is subject, including any Privacy a party or to which it is subject or applicable Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Longview and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Longview or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Longview Party, any Parent Longview Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Longview shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Longview Parties (in a manner so as to not interfere with the normal business operations of the Parent Longview Parties). Notwithstanding the foregoing, Parent Longview shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Longview Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Longview Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Longview Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Longview shall use, and shall cause the other Parent Longview Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an Longview Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Longview shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent AJAX and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies)) as AJAX or its Representatives may from time to time reasonably request. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent AJAX or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, subject including any Privacy LawCOVID-19 Measures, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or privacy, (D) jeopardize protections afforded to any Group Company under the attorney-client or solicitor-client privilege or the attorney work product doctrine or (E) be a risk to the health or safety of any Group Company personnel or the personnel of any of their respective Representatives (provided that, in case of each of clauses (A) through (DE), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-AJAX Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent AJAX shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent AJAX Parties (in a manner so as to not interfere with the normal business operations of the Parent AJAX Parties)) as the Company or its Representatives may from time to time reasonably request. Notwithstanding the foregoing, Parent no AJAX Party shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent AJAX Party is subject, including any Privacy LawCOVID-19 Measures, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent AJAX Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent AJAX Party under the attorney-client privilege or the attorney work product doctrine or (E) be a risk to the health or safety of any AJAX Party personnel or the personnel of any of their respective Representatives (provided that, in case of each of clauses (A) through (DE), Parent AJAX shall use, and shall cause the other Parent AJAX Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Partyan AJAX Party or the Sponsor, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent AJAX shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflictremains unaffected. (b) From and after the date of this Agreement until the earlier of the Final Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Qell, Holdco and its their respective Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide disclose to Parent Qell or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any the Group Company is Companies are subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of any the Group Company Companies with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any of the Group Company Companies under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to provide (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartyQell, any Parent Non-Party Affiliate Holdco or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Final Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Qell shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties Qell (in a manner so as to not interfere with the normal business operations of the Parent PartiesQell). Notwithstanding the foregoing, Parent Qell shall not be required to provide, or cause disclose to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party Qell is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of any Parent Party Qell with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party Qell under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Qell shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to provide (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyQell or Holdco, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Qell and Holdco shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a6.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent THMA and its Representatives during normal business hours reasonable access to the directors, officers, employees, agents, contracts, books and records of the Group Companies (including, to the extent necessary, the work papers of the Company’s independent accountants upon receipt of any required consents from such accountants) as well as the Group Companies’ properties, offices and other facilities (in a manner so as to not interfere with the normal business operations of the Group Companies); provided, that no investigation pursuant to this Section 6.3(b) shall affect or be deemed to modify any representation made by the Company in Article 4. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent THMA or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy privacy, if such Group Company shall have used commercially reasonable efforts (without payment of any consideration, fees or expenses) to obtain the consent of such third party to such inspection or disclosure or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent THMA Party, any Parent THMA Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that provided, that, the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent THMA shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, employees, agents, contracts, books and records of the Parent THMA Parties (including, to the extent necessary, the work papers of THMA’s independent accountants upon receipt of any required consents from such accountants) as well as the THMA Parties’ properties, offices and other facilities (in a manner so as to not interfere with the normal business operations of the Parent THMA Parties); provided, that no investigation pursuant to this Section 6.3(c) shall affect or be deemed to modify any representation made by the THMA Parties in Article 5. Notwithstanding the foregoing, Parent THMA shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent THMA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent THMA Party with respect to confidentiality, non-disclosure or privacy if such THMA Party shall have used commercially reasonable efforts (without payment of any consideration, fees or expenses) to obtain the consent of such third party to such inspection or disclosure or (D) jeopardize protections afforded to any Parent THMA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent THMA shall use, and shall cause the other Parent THMA Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent THMA Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent THMA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information having been and being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SOAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SOAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent SOAC Party, any Parent SOAC Non-Party Affiliate Affiliates or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SOAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent SOAC Parties (in a manner so as to not interfere with the normal business operations of the Parent SOAC Parties). Notwithstanding the foregoing, Parent SOAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent SOAC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent SOAC Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent SOAC Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SOAC shall use, and shall cause the other Parent SOAC Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySOAC Party or the Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SOAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, employee, consultants, advisors, books and records of the Group Companies, including financial information used in the preparation of the Financial Statements and in the unaudited projected financial information to be included in the Registration Statement, including the financial and commercial assumptions and inputs related thereto and information regarding buildout of the sales staff of the Group Companies including, but not limited to, projected sales personnel, salaries, commissions, and estimated revenue per person and such other related information reasonably requested by SPAC (in a manner so as to not materially interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy LawData Security Requirements, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any Evaluation Material or other information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SPAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Parent Party SPAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party SPAC under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC, on the one hand, and any Group Company, any Company Non-Party Affiliate Affiliate, Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Transaction Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. Notwithstanding anything herein or in the Confidentiality Agreement to the contrary, following Closing, the Stockholders’ Representative shall be permitted to disclose information as required by law or to advisors and representatives of the Stockholders’ Representative and to the Company Stockholders, in each case who have a need to know such information, provided that such persons are subject to confidentiality obligations with respect thereto. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group the Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ARYA and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required pursuant to provide this Section 5.3(b) to Parent provide, or caused to be provided, to ARYA or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shallshall use, and shall cause the other Group Companies toto use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or any of its Affiliates or Representatives, on the one hand, and any Parent Party, any Parent Non-ARYA Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ARYA shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, officers and books and records of the Parent ARYA Parties (in a manner so as to not interfere with the normal business operations of the Parent ARYA Parties). Notwithstanding the foregoing, Parent ARYA shall not be required pursuant to this Section 5.3(c) to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent ARYA Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent ARYA Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent ARYA Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent ARYA shall use, and shall cause the other Parent ARYA Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an ARYA Party, Perceptive, the ARYA Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent ARYA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent JAWS and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany); provided that the Company shall not be required to provide such access if the Company in good faith determines, in light of any Pandemic Measures, that such access would reasonably be expected to jeopardize the health and safety of any Company personnel or Representatives (provided that, in such a case, the Company shall use commercially reasonable efforts to provide such access through alternative means). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide to Parent JAWS or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses clause (A) through clause (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent JAWS Party, any Parent JAWS Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or clause (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent JAWS shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent JAWS Parties (in a manner so as to not interfere with the normal business operations of the Parent JAWS Parties). Notwithstanding the foregoing, Parent JAWS shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent JAWS Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent JAWS Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent JAWS Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses clause (A) through clause (D), Parent JAWS shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent JAWS Party, on the one hand, and any Group the Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent JAWS shall, in the case of clause (i) or clause (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties shall procure that, on the date of this Agreement, Bannix, the Company, EVIE Autonomous Ltd and Cavonix Ltd shall enter into the confidential agreement in a form to be determined by the Parties (the “Supplemental Confidentiality Agreement”). The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement and Supplemental Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) ), the Confidentiality Agreement or either the Supplemental Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflictconflict and the Parties shall take such steps to procure that they and their respective Affiliates give full force and effect to the foregoing. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent the Company shall provide, or cause to be provided, to each Company Party Bannix and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Parent Parties Group Companies (in a manner so as to not interfere in any material respect with the normal business operations of the Parent PartiesGroup Companies). Notwithstanding the foregoing, Parent none of the Group Companies shall not be required to provide, or cause provide to be provided to, a Company Party Bannix or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.,

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a5.03(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties each Party shall provide, or cause to be provided, to Parent the other Party and its Representatives during normal business hours reasonable access to the directors, officers, properties, books and records records, financial statements, internal and external audit reports, Contracts, Permits and other reasonably requested documents of such Party, including financial information used in the preparation of the Group Companies Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companiessuch Party). Notwithstanding the foregoing, none of the Group Companies neither Party shall be required to provide to Parent the other Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy privacy, or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies its applicable Affiliates to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation doctrine or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto); provided that the Company Parties applicable Party shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written noticethe Company shall provide SPAC within forty-five (45) days following the end of the quarter period thereof (commencing with the first quarterly period ending after December 31, Parent shall provide2022), or cause (i) an unaudited consolidated balance sheet as of the end of such quarter and the related statements of earnings, shareholders’ equity and cash flows for the quarter then ended and (ii) an audited consolidated balance sheet as of the end of such year and the related statements of earnings, shareholders’ equity and cash flows, all of such financial statements referred to in clauses (i) and (ii) to be providedprepared by the Company in accordance with GAAP (except as may be indicated in the notes thereto and subject, in the case of the unaudited statements, to each Company Party and its Representatives during normal business hours reasonable access to normal, recurring adjustments). All of the directors, officers, foregoing shall be in accordance with the books and records of the Parent Parties (Company and its Subsidiaries and shall fairly present in a manner so all material respects their financial condition as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice last day of the withholding of access or information on any such basisperiod then ended.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, mutatis mutandis. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent DYNS and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided, to DYNS or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-DYNS Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent DYNS shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent DYNS Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesDYNS Parties or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the DYNS Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent DYNS shall not be required to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent DYNS Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent DYNS Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent DYNS Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent DYNS shall use, and shall cause the other Parent DYNS Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent DYNS Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent DYNS shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference, mutatis mutandis. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the Company (which may require remote and telephonic meetings)). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide provide, or cause to Parent be provided, to SPAC or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-SPAC Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent SPAC Parties (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC Parties or, in light of COVID-19 or any Pandemic Measures, jeopardize the health or safety of any employee of the SPAC Parties (which may require remote and telephonic meetings)). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent SPAC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third partysecrets, (C) violate any legally-binding obligation of any Parent SPAC Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent SPAC Party under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent SPAC Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent SPAC Party, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SilverBox and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SilverBox or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartySilverBox, any Parent SilverBox Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SilverBox shall provide, or cause to be provided, to each Company Party the SilverBox and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SilverBox (in a manner so as to not interfere with the normal business operations of the Parent PartiesSilverBox). Notwithstanding the foregoing, Parent SilverBox shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SilverBox is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party SilverBox with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party SilverBox under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, in case of each of clauses (A) through (D), Parent SilverBox shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySilverBox, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SilverBox shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a6.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its termsArticle 8, upon prior reasonable advance written notice, each of Acquirer and the Company Parties shall provide, or cause to be provided, to Parent the other Party and its Representatives during normal business hours reasonable access to the directors, officers, books books, records, Company IT Systems and records Acquirer IT Systems, as applicable, facilities and properties of the each Acquirer Group Companies Member and Company Group Member (in a manner so as to not interfere with the normal business operations of such Acquirer Group Member or Company Group Member and subject to any applicable Pandemic Measures), and shall use its and their respective commercially reasonable efforts to furnish such Representatives with all financial and operating data and other information concerning the affairs of the Acquirer Group Companies)Members and the Company Group Members that are in the possession of any Acquirer Group Member or Company Group Member, as applicable, in each case, as the other Party and its Representatives may reasonably request. Notwithstanding the foregoing, none each of Acquirer and the Group Companies Company shall not be required to provide provide, or cause to Parent be provided to, the other Party or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any an Acquirer Group Member or Company Group Member, as applicable, is subject, including any Privacy Law, subject or (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Acquirer Group Member or Company Group Member, as applicable, under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each both of clauses (A) through and (DB), Acquirer or the Company Parties shallCompany, and as applicable, shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation privilege or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation privilege or Law), or (ii) if any Company Group CompanyMember, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective RepresentativesAcquirer Group Member, on the other hand, are adverse parties in a litigation Proceeding and such information is reasonably pertinent thereto; provided that Acquirer or the Company Parties Company, as applicable, shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From The Parties hereby acknowledge and after agree that the date of this Confidentiality Agreement until the earlier shall be automatically terminated effective as of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company without any further action by any Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisPerson.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall shall, subject to the Confidentiality Agreement, provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Companies, including financial information used in the preparation of the Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and, subject to execution and delivery of a confidentiality agreement in a customary form, its Representatives (i) during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of SPAC) and (ii) information that is reasonably necessary for the Parent Parties)Company to calculate the SPAC Expenses and Aggregate Transaction Proceeds. Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisEvaluation Material.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, at all times prior to the termination of this Agreement, in the event that this Section 5.3(a6.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Pioneer and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Pioneer or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract in effect as of the date hereof with such third party, (C) violate any legally-binding obligation of any Group Company in effect as of the date hereof with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), ) or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Pioneer Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Pioneer shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Pioneer Parties (in a manner so as to not interfere with the normal business operations of the Parent Pioneer Parties). Notwithstanding the foregoing, Parent Pioneer shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Pioneer Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract in effect as of the date hereof with such third party, (C) violate any legally-binding obligation in effect as of the date hereof of any Parent Pioneer Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Pioneer Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Pioneer shall use, and shall cause the other Parent Pioneer Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), ) or (ii) if a Parent Pioneer Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Pioneer shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. 73 (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person; provided that, if this Agreement is terminated for any reason prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with Article 7, and upon reasonable notice and subject to restrictions contained in confidentiality agreements to which such party is subject, Company and Buyer will each afford to the other Party and its termsofficers, upon prior noticeemployees, accountants, counsel and other Representatives of the other party, reasonable access, during the Pre-Closing Period, to all its properties, books, Contracts, commitments and records (including, without limitation, Tax records) and, during such period, the Company Parties shall provideand Buyer each will furnish promptly to the other all information concerning its business, or cause properties and personnel as such other Party may reasonably request, and each will make available to be the other the appropriate individuals (including attorneys, accountants and other professionals) for discussion of the other’s business, properties and personnel as either Party may reasonably request; provided, that each of the Company and Buyer reserves the right to Parent and its Representatives during normal business hours reasonable withhold any information if access to the directors, officers, books and records of the Group Companies (in a manner so as such information would be reasonably likely to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the party forfeiting attorney-client privilege or the attorney work product doctrine (provided thatbetween it and its counsel with respect to such information, or, if access would, in case light of each COVID-19 Responses, jeopardize the health and safety of clauses (A) through (D)any officer or employee of the Company or Buyer, as applicable. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company Parties shall, and shall cause Buyer will promptly provide the other Group Companies to, use reasonable efforts to Party with copies of: (xa) provide such access as can be provided all material operating and financial reports prepared by the Company or Buyer (or otherwise convey their respective Representatives), as applicable, for such information regarding the applicable matter as can be conveyedParty’s senior management, including copies of any sales forecasts, marketing plans, development plans, discount reports, write-off reports, hiring reports and capital expenditure reports; (b) without violating any written materials or communications sent by or on behalf of such privilegeParty to its securityholders; (c) any material notice, doctrine, document or other communication sent by or on behalf of any of such party to any third party to any Company Contract or Buyer Contract, obligation as applicable, or Law and (y) provide such information in a manner without violating such privilege, doctrine, sent to the Company or Buyer by any third party to any Company Contract or Buyer Contract, obligation as applicable, (other than any communication that relates solely to routine commercial transactions and that is of the type sent in the ordinary course of business and consistent with past practices); (d) any notice, report or Law)other document filed with or sent to any Governmental Body, the TSX-V, NASDAQ or (ii) if any Group CompanyAIM in connection with the Arrangement, on the one hand, and any Parent Party, any Parent Non-Party Affiliate Share Exchange or any of their respective Representatives, on the other handTransactions; and (e) any material notice, are adverse parties in a litigation and report or other document received from any Governmental Body or the TSX-V, NASDAQ or AIM. Each Party will keep such information is reasonably pertinent thereto; provided that confidential in accordance with the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice terms of the withholding of access or information on any such basis. currently effective confidentiality agreement (cthe “Confidentiality Agreement”) From between Buyer and after Company, which the Parties agree will continue in full force following the date of this Agreement until Agreement; provided, that the earlier Company may make disclosure of such information to its shareholders or other third parties as may be reasonably necessary to enable the Closing Date or the termination of this Agreement in accordance Company to comply with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subjectobligations under this Agreement, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party without limitation under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisSection 5.3 hereof.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ARYA and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Companies, TopCo and the Merger Subs (in a manner so as to not interfere with the normal business operations of the Group Companies, TopCo or the Merger Subs). Notwithstanding the foregoing, none of the Group Companies Companies, TopCo or the Merger Subs shall be required to provide disclose to Parent ARYA or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any the Group Company is Companies, TopCo or either Merger Subs are subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of any the Group Company Companies with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any of the Group Company Companies under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies Companies, TopCo and/or the Merger Subs to, use commercially reasonable efforts to provide (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, TopCo or either Merger Sub, on the one hand, and any Parent Party, any Parent Non-Party Affiliate ARYA or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ARYA shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties ARYA (in a manner so as to not interfere with the normal business operations of the Parent PartiesARYA). Notwithstanding the foregoing, Parent ARYA shall not be required to provide, or cause disclose to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party ARYA is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding or ethical obligation of any Parent Party ARYA with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party ARYA under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent ARYA shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to provide (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyARYA, on the one hand, and any Group Company, any Company Non-Party Affiliate TopCo, either Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent ARYA shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference; provided, that notwithstanding anything to the contrary in the Confidentiality Agreement, each Party hereby acknowledges and agrees that the Confidentiality Agreement shall survive the execution and delivery of this Agreement and shall apply to all information furnished thereunder or hereunder and any other activities contemplated thereby or hereby. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a4.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Pathfinder and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Pathfinder or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law Law, and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Pathfinder Party, any Parent Pathfinder Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Pathfinder shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Pathfinder Parties (in a manner so as to not interfere with the normal business operations of the Parent Pathfinder Parties). Notwithstanding the foregoing, Parent Pathfinder shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Pathfinder Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Pathfinder Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Pathfinder Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent each Pathfinder Party shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Pathfinder Party, the Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Pathfinder shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis, unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which Agreement are hereby incorporated herein by reference, mutatis mutandis, and, notwithstanding anything contained in the Confidentiality Agreements to the contrary, shall continue in full force and effect until the Closing, at which time such Confidentiality Agreement shall terminate. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a6.5(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent IIAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies and Merger Sub (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompanies and Merger Sub). Notwithstanding the foregoing, none of the Group Companies and Merger Sub shall be required pursuant to provide this Section 6.5(b) to Parent provide, or cause to be provided, to IIAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which the Company, any other Group Company or Merger Sub is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding agreement or obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client by any applicable legal privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shallshall use, and shall cause the other Group Companies toor Merger Sub to use, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub or any of their respective Affiliates or Representatives, on the one hand, and any Parent Party, any Parent Non-Party Affiliate IIAC or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent IIAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, officers and books and records of the Parent Parties IIAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesIIAC). Notwithstanding the foregoing, Parent IIAC shall not be required pursuant to this Section 6.5(c) to provide, or cause to be provided toprovided, a to the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party IIAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding agreement or obligation of any Parent Party IIAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to IIAC under any Parent Party under the attorney-client applicable legal privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent IIAC shall use, and shall cause the other Parent Parties to use, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyIIAC, the Sponsor or any of their respective Affiliates or Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent IIAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent BHAC and its Representatives during normal business hours reasonable access to the properties, directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies), including in relation to the operation of the New Rise Facilities. The Company shall keep BHAC and its Representatives regularly updated, including upon written request from BHAC and its Representatives, as to the consummation of the New Rise Acquisitions, including the status and satisfaction or waiver of any conditions that are required in order to consummate the New Rise Acquisitions, and the Company shall provide such further information relating to the New Rise Acquisitions as may be reasonably requested by BHAC and its Representatives. The Company shall promptly notify BHAC and its Representatives if it is of the reasonable opinion that (i) the conditions under the New Rise Acquisitions will not be satisfied or waived in accordance with their terms or (ii) the New Rise Acquisitions will not otherwise be consummated for any reason, including as a result of breach or termination. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent BHAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, that in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent PartyBHAC, any Parent BHAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after During the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its termsInterim Period, upon reasonable advance written notice, Parent BHAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties BHAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesBHAC). Notwithstanding the foregoing, Parent BHAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party BHAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party BHAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party BHAC under the attorney-client privilege or the attorney work product doctrine (doctrine; provided that, that in case of each of clauses (A) through (D), Parent BHAC shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyBHAC, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent BHAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information having been and being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a7.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies for reasonable purposes related to the consummation of the Transactions (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent SPAC Party, any Parent SPAC Non-Party Affiliate Affiliates or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date Effective Time or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent SPAC Parties for reasonable purposes related to the consummation of the Transactions (in a manner so as to not interfere with the normal business operations of the Parent SPAC Parties). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent SPAC Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent SPAC Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent SPAC Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent SPAC Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC Party or the Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior noticeexcept as necessary to complete the Registration Statement / Proxy Statement and in connection with other filings to be made by Sandbridge with the SEC and Sandbridge’s efforts to pursue closing of the transactions contemplated by this Agreement, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective RepresentativesSandbridge, on the other hand, are adverse parties shall hold and shall cause their respective Representatives to hold in a litigation strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other Party or its respective business or operations furnished to it by such other Party or its Representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a) previously known by the Party to which it was furnished, (b) in the public domain through no fault of such Party or (c) later lawfully acquired from other sources, which source is reasonably pertinent thereto; provided not the agent of the other Party, by the Party to which it was furnished), and each party shall not use such information, except in connection with the transactions contemplated by this Agreement, or release or disclose such information to any other person, except its Representatives in connection with this Agreement. In the event that any Party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such Party shall give timely written notice to the Company other Parties shallso that such Parties may have an opportunity to obtain a protective order or other appropriate relief. Each Party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other Parties if it exercises the same care as it takes to preserve confidentiality for its own similar information, but in no event with less than a commercially reasonable degree of care. The Parties acknowledge that some previously confidential information will be required to be disclosed in the Registration Statement / Proxy Statement. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided event that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.this

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a6.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its termsArticle 8, upon prior reasonable advance written notice, each of Acquiror and the Company Parties shall provide, or cause to be provided, to Parent the other Party and its Representatives during normal business hours reasonable access to the directors, officers, books books, records, Company IT Systems and records Acquiror IT Systems, as applicable, facilities and properties of the each Acquiror Group Companies Member and Company Group Member (in a manner so as to not interfere with the normal business operations of such Acquiror Group Member or Company Group Member and subject to any applicable Pandemic Measures), and shall use its and their respective commercially reasonable efforts to furnish such Representatives with all financial and operating data and other information concerning the affairs of the Acquiror Group Companies)Members and the Company Group Members that are in the possession of any Acquiror Group Member or Company Group Member, as applicable, in each case, as the other Party and its Representatives may reasonably request. Notwithstanding the foregoing, none each of Acquiror and the Group Companies Company shall not be required to provide provide, or cause to Parent be provided to, the other Party or any of its Representatives any information (i) if if, and to the extent extent, doing so would (A) violate any Law to which any an Acquiror Group Member or Company Group Member, as applicable, is subject, including any Privacy Law, subject or (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Acquiror Group Member or Company Group Member, as applicable, under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each both of clauses (A) through and (DB), Acquiror or the Company Parties shallCompany, and as applicable, shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation privilege or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation privilege or Law), or (ii) if any Company Group CompanyMember, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective RepresentativesAcquiror Group Member, on the other hand, are adverse parties in a litigation Proceeding and such information is reasonably pertinent thereto; provided that Acquiror or the Company Parties Company, as applicable, shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From The Parties hereby acknowledge and after agree that the date of this Confidentiality Agreement until the earlier shall be automatically terminated effective as of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company without any further action by any Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisPerson.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, at all times prior to the termination of this Agreement, in the event that this Section 5.3(a6.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the each XxXxxxx Company Parties shall provide, or cause to be provided, to Parent Acquiror and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the XxXxxxx Group Companies (in a manner so as to not interfere with the normal business operations of the XxXxxxx Group Companies). Notwithstanding the foregoing, none of the XxXxxxx Group Companies shall be required to provide to Parent Acquiror or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any XxXxxxx Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract in effect as of the date hereof with such third party, (C) violate any legally-binding obligation of any XxXxxxx Group Company in effect as of the date hereof with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any XxXxxxx Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the applicable XxXxxxx Company Parties shall, and shall cause the other XxXxxxx Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), ) or (ii) if any XxXxxxx Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate Acquiror or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the applicable XxXxxxx Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Acquiror shall provide, or cause to be provided, to each XxXxxxx Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties Acquiror (in a manner so as to not interfere with the normal business operations of the Parent PartiesAcquiror). Notwithstanding the foregoing, Parent Acquiror shall not be required to provide, or cause to be provided to, a XxXxxxx Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party Acquiror is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract in effect as of the date hereof with such third party, (C) violate any legally-binding obligation in effect as of any Parent Party the date hereof of Acquiror with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party Acquiror under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Acquiror shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), ) or (ii) if a Parent PartyAcquiror, on the one hand, and any XxXxxxx Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Acquiror shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person; provided that, if this Agreement is terminated for any reason prior to the Closing, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior notice, the Company Parties shall provide, or cause to be provided, to Parent and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide provide, or cause to Parent be provided, to CBRG or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent CBRG Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent CBRG shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent CBRG Parties (in a manner so as to not interfere with the normal business operations of the Parent CBRG Parties). Notwithstanding the foregoing, Parent CBRG shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent CBRG Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-legally binding obligation of any Parent CBRG Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent CBRG Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent CBRG shall use, and shall cause the other Parent CBRG Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyCBRG Party or the CBRG Sponsor or any of their respective Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation or other Proceeding and such information is reasonably pertinent thereto; provided that Parent CBRG shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law or Order. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby Transactions is subject to the terms of the Confidentiality AgreementAgreements, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any in the Ancillary Document Documents that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent CHFW and its Representatives during normal business hours reasonable access access, under the supervision of the Group Companies, to the directors, officers, books and records and personnel of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent CHFW or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-CHFW Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent CHFW shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent CHFW Parties (in a manner so as to not interfere with the normal business operations of the Parent CHFW Parties). Notwithstanding the foregoing, Parent CHFW shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent CHFW Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent CHFW Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent CHFW Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent CHFW shall use, and shall cause the other Parent CHFW Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent CHFW Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent CHFW shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (d) The Parties hereby acknowledge and agree that each Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein or therein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent SPAC and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies Companies, including financial information used in the preparation of the Financial Statements (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent SPAC or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or Merger Sub, on the one hand, and any Parent PartySPAC, any Parent SPAC Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent SPAC shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties SPAC (in a manner so as to not interfere with the normal business operations of the Parent PartiesSPAC). Notwithstanding the foregoing, Parent SPAC shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any Evaluation Material or any other information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party SPAC is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third third-parties in breach of any Contract with such third third-party, (C) violate any legally-legally binding obligation of any Parent Party SPAC with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party SPAC under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent SPAC shall use, and shall cause the other Parent Parties to use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartySPAC, on the one hand, and any Group Company, any Company Non-Party Affiliate Affiliate, Merger Sub or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent SPAC shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby Notwithstanding Clause 8 (Term) of the Confidentiality Agreement, the Company and FEAC acknowledge and agree that the information being provided in connection with this Agreement and the consummation as of the transactions contemplated hereby is subject date hereof, and continuing through the Closing Date and terminating thereafter, the Company, FEAC and each of their respective Affiliates and Representatives remain bound to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or and the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties each Party shall provide, or cause to be provided, to Parent each other Party and its Representatives during normal business hours reasonable access to the its and its Subsidiaries properties, directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companiesoperations). Notwithstanding the foregoing, none of the Group Companies neither a Party nor its Subsidiaries shall be required to provide to Parent each other Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company such Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets Trade Secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company Party or its Subsidiaries under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties so affected Party shall, and shall cause the other Group Companies its Subsidiaries to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent shall provide, or cause to be provided, to each Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties (in a manner so as to not interfere with the normal business operations of the Parent Parties). Notwithstanding the foregoing, Parent shall not be required to provide, or cause to be provided to, a Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent shall use, and shall cause the other Parent Parties to use, reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent ENVI and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required pursuant to provide this Section 5.3(b) to Parent provide, or caused to be provided, to ENVI or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shallshall use, and shall cause the other Group Companies toto use, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group CompanyCompany or any of their respective Affiliates or Representatives, on the one hand, and any Parent ENVI Party, any Parent Non-Party Affiliate the ENVI Sponsor or any of their respective Affiliates or Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent ENVI shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, officers and books and records of the Parent ENVI Parties (in a manner so as to not interfere with the normal business operations of the Parent ENVI Parties). Notwithstanding the foregoing, Parent ENVI shall not be required pursuant to this Section 5.3(c) to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent ENVI Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent ENVI Party with respect to confidentiality, non-disclosure nondisclosure or privacy or (D) jeopardize protections afforded to any Parent ENVI Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent ENVI shall use, and shall cause the other Parent ENVI Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an ENVI Party, the ENVI Sponsor or any of their respective Affiliates or Representatives, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Affiliates or Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent ENVI shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law.

Confidentiality and Access to Information. (a) The Parties shall procure that, on the date of this Agreement, Bannix and the Company shall enter into the confidential agreement in a form to be determined by the Parties (the “Supplemental Confidentiality Agreement”). The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement and Supplemental Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) ), the Confidentiality Agreement or either the Supplemental Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflictconflict and the Parties shall take such steps to procure that they and their respective Affiliates give full force and effect to the foregoing. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Bannix and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies (in a manner so as to not interfere in any material respect with the normal business operations of the Group Companies). Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Bannix or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Party, any Parent Non-Party Affiliate Bannix or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Bannix shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Parties Bxxxxx (in a manner so as to not interfere in any material respect with the normal business operations of the Parent PartiesBannix). Notwithstanding the foregoing, Parent Bannix shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Party Bannix is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Party Bannix with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Party Bannix under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Bannix shall use, and shall cause the other Parent Parties to use, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent PartyBannix or the Bannix Sponsor, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Bannix shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement and Supplemental Confidentiality Agreement shall be automatically terminated effective as of the Closing, and each of the Parties shall take such steps to procure that they and their respective Affiliates give full force and effect to the foregoing.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either Confidentiality Agreement conflicts with any other covenant or agreement contained herein or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein shall govern and control to the extent of such conflict. (b) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Longview and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Group Companies (in a manner so as to not interfere with the normal business operations of the Group Companies), solely for the purposes of consummating the transactions contemplated herein. Notwithstanding the foregoing, none of the Group Companies shall be required to provide to Parent Longview or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group Company under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group Company, on the one hand, and any Parent Longview Party, any Parent Longview Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis. (c) From and after the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Longview shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Longview Parties (in a manner so as to not interfere with the normal business operations of the Parent Longview Parties)) solely for the purposes of consummating the transactions contemplated herein. Notwithstanding the foregoing, Parent Longview shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Longview Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Longview Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Longview Party under the attorney-client privilege or the attorney work product doctrine (provided that, in case of each of clauses (A) through (D), Parent Longview shall use, and shall cause the other Parent Longview Parties to use, commercially reasonable efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent an Longview Party, on the one hand, and any Group Company, any Company Non-Party Affiliate or any of their respective Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Longview shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basis.

Confidentiality and Access to Information. (a) The Parties hereby acknowledge and agree that the information being provided in connection with this Agreement and the consummation of the transactions contemplated hereby is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by reference. Notwithstanding the foregoing or anything to the contrary in this Agreement, in the event that this Section 5.3(a) or either the Confidentiality Agreement conflicts with any other covenant or agreement contained herein in this Agreement or any Ancillary Document that contemplates the disclosure, use or provision of information or otherwise, then such other covenant or agreement contained herein in this Agreement or such Ancillary Document, as applicable, shall govern and control to the extent of such conflict. (b) From and after the date of this the Original Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon prior reasonable advance written notice, the Company Parties shall provide, or cause to be provided, to Parent Atlas and its Representatives during normal business hours reasonable access to the directors, officers, books and records and properties of the Group Companies Company (in a manner so as to not interfere with the normal business operations of the Group CompaniesCompany). Notwithstanding the foregoing, none of the Group Companies Company shall not be required to provide to Parent Atlas or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Group the Company is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Group the Company with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Group the Company under the attorney-client privilege or the attorney work product doctrine (provided that, in the case of each of clauses (A) through (D), the Company Parties shall, and shall cause the other Group Companies to, use reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if any Group the Company, on the one hand, and any Parent Party, any Parent Non-Atlas Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that the Company Parties shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (c) From and after the date of this the Original Agreement until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, upon reasonable advance written notice, Parent Atlas shall provide, or cause to be provided, to each the Company Party and its Representatives during normal business hours reasonable access to the directors, officers, books and records of the Parent Atlas Parties (in a manner so as to not interfere with the normal business operations of the Parent Atlas Parties). Notwithstanding the foregoing, Parent Atlas shall not be required to provide, or cause to be provided to, a the Company Party or any of its Representatives any information (i) if and to the extent doing so would (A) violate any Law to which any Parent Atlas Party is subject, including any Privacy Law, (B) result in the disclosure of any trade secrets of third parties in breach of any Contract with such third party, (C) violate any legally-binding obligation of any Parent Atlas Party with respect to confidentiality, non-disclosure or privacy or (D) jeopardize protections afforded to any Parent Atlas Party under the attorney-client privilege or the attorney work product doctrine (provided that, in the case of each of clauses (A) through (D), Parent Atlas shall use, and shall cause the other Parent Atlas Parties to use, reasonable best efforts to (x) provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) without violating such privilege, doctrine, Contract, obligation or Law and (y) provide such information in a manner without violating such privilege, doctrine, Contract, obligation or Law), or (ii) if a Parent Partyan Atlas Party or the Atlas Sponsor, on the one hand, and any Group Company, any the Company Non-Party Affiliate or any of their respective its Representatives, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided that Parent Atlas shall, in the case of clause (i) or (ii), provide prompt written notice of the withholding of access or information on any such basisbasis unless such written notice is prohibited by applicable Law. (d) The Parties hereby acknowledge and agree that the Confidentiality Agreement shall be automatically terminated effective as of the Closing without any further action by any Party or any other Person.