Common use of Information; Access and Reports Clause in Contracts

Information; Access and Reports. Subject to applicable Law, the Company shall, and shall cause each of its Subsidiaries to, afford to Parent and its Representatives reasonable access, upon reasonable advance notice, during ordinary business hours, during the period prior to the Effective Time, to all of their respective properties, books, records, Contracts, commitments and personnel (including, without limitation, independent contractors) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent (a) to the extent not publicly available, a copy of each report, schedule, registration statement and other document filed by it during such period pursuant to the requirements of federal or state securities Laws or commission actions and (b) all other information concerning its business, properties and personnel as Parent may reasonably request (in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or its Subsidiaries); provided, however, that the Company shall not be required to permit such access or make such disclosure, to the extent it determines that such disclosure or access would reasonably be likely to (i) violate the terms of any confidentiality agreement or other Contract with a third party entered into prior to the date of this Agreement (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosure); (ii) result in the loss of any attorney-client privilege (provided, that the Company shall use commercially reasonable efforts to allow for such access or disclosure in a manner that does not result in the events set out in this clause (ii)); or (iii) violate any Law (provided that the Company shall use its commercially reasonable efforts to provide such access or make such disclosure in a manner that does not violate Law). All information exchanged pursuant to this Section 5.7 shall be subject to the Non-Disclosure Agreement, dated as of May 22, 2019, between Battery Point Financial LLC and the Company, as amended (the “Confidentiality Agreement”).

Information; Access and Reports. (a) Subject to applicable Laws, the Company and Parent each shall, upon request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary or advisable in connection with the Proxy Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transactions. From the date of this Agreement until the earlier of termination of this Agreement pursuant to Article IX and the Effective Time, upon reasonable prior notice and subject to applicable Law, the Company shallshall (i) give to Parent, its counsel, financial advisors, auditors and shall cause each other authorized Representatives reasonable access during normal business hours to the offices, properties, employees, books and records of the Company and its Subsidiaries toand (ii) furnish to Parent, afford to Parent and its Representatives reasonable accesscounsel, upon reasonable advance noticefinancial advisors, during ordinary business hours, during the period prior to the Effective Time, to all of their respective properties, books, records, Contracts, commitments and personnel (including, without limitation, independent contractors) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent (a) to the extent not publicly available, a copy of each report, schedule, registration statement auditors and other document filed by it during authorized Representatives such period pursuant to the requirements of federal or state securities Laws or commission actions financial and (b) all operating data and other information concerning its business, properties and personnel as Parent may reasonably request (request, provided that, in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or its Subsidiaries); provided, however, that the Company shall not be required to permit such access any inspection, or make such disclosuredisclose any document or information, to that would, in the extent it determines that such reasonable judgment of the Company, (A) result in the disclosure of any Trade Secrets of any third parties or access would reasonably be likely to (i) violate the terms of any confidentiality provisions in any agreement or other Contract with a third party entered into prior to the date of this Agreement (provided that or entered into after the Company shall use its commercially reasonable efforts to obtain the required consent date of such third party to such access or disclosurethis Agreement in compliance with Section 7.1); , (iiB) result in a violation of applicable Law, including any fiduciary duty, (C) waive the loss protection of any attorney-client privilege or (provided, D) result in the disclosure of any sensitive or personal information that would expose the Company to the risk of liability. In the event that the Company objects to any request submitted pursuant to and in accordance with this Section 7.8 and withholds information on the basis of the foregoing clauses (i) through (iii), the Company shall inform the Parent as to the general nature of what is being withheld and the Company and Parent shall cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to allow for (A) obtain the required consent or waiver of any third party required to provide such access or information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner that does not result in to remove the events set out basis for the objection. Notwithstanding anything to the contrary in this clause (ii)); Section 7.8 or (iii) violate elsewhere in this Agreement, neither Parent nor any Law (provided that of its Representatives will be permitted to collect or analyze any environmental samples or perform any invasive environmental investigation of the type commonly referred to as a “Phase II” environmental investigation with respect to any property of the Company shall use or any of its commercially reasonable efforts Subsidiaries pursuant to provide such the access provisions of this Section 7.8. No information or make such disclosure knowledge obtained in a manner that does not violate Law). All information exchanged any investigation pursuant to this Section 5.7 7.8 shall affect or be deemed to modify any representation or warranty made by the Company hereunder. All information made available or disclosed pursuant to this Section 7.8 shall be subject to the Non-Disclosure Agreement, dated as terms of May 22, 2019, between Battery Point Financial LLC and the Company, as amended (the “Confidentiality Agreement”).

Information; Access and Reports. (a) Subject to applicable Laws, the Company and Parent each shall, upon reasonably request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with the Consent Solicitation Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transactions. From the date of this Agreement until the earlier of termination of this Agreement pursuant to Article IX and the Effective Time, upon reasonable prior notice and subject to applicable Law, the Company shallshall (i) give to Parent, its counsel, financial advisors, auditors and shall cause each other authorized Representatives reasonable access during normal business hours to the offices, properties, employees, books and records of the Company and its Subsidiaries toand (ii) furnish to Parent, afford to Parent and its Representatives reasonable accesscounsel, upon reasonable advance noticefinancial advisors, during ordinary business hours, during the period prior to the Effective Time, to all of their respective properties, books, records, Contracts, commitments and personnel (including, without limitation, independent contractors) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent (a) to the extent not publicly available, a copy of each report, schedule, registration statement auditors and other document filed by it during authorized Representatives such period pursuant to the requirements of federal or state securities Laws or commission actions financial, Tax and (b) all operating data and other information concerning its business, properties and personnel as Parent may reasonably request (request, provided that, in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or its Subsidiaries); provided, however, that the Company shall not be required to permit such access any inspection, or make such disclosuredisclose any document or information, to that would, in the extent it determines that such reasonable judgment of the Company, in consultation with outside counsel, (A) result in the disclosure of any competitively sensitive information or access would reasonably be likely to (i) Trade Secrets of any third parties or violate the terms of any confidentiality provisions in any agreement or other Contract with a third party entered into prior to the date of this Agreement (provided that or entered into after the Company shall use its commercially reasonable efforts to obtain the required consent date of such third party to such access or disclosurethis Agreement in compliance with Section 7.1); , (iiB) result in a violation of applicable Law, including any fiduciary duty and Antitrust Laws, (C) waive the loss protection of any attorney-client privilege or (provided, D) result in the disclosure of any sensitive or personal information that would expose the Company to the risk of liability. In the event that the Company objects to any request submitted pursuant to and in accordance with this Section 7.8 and withholds information on the basis of the foregoing clauses (i) through (iii), the Company shall inform the Parent as to the general nature of what is being withheld and the Company and Parent shall cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to allow for (A) obtain the required consent or waiver of any third party required to provide such access or information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner that does not result in to remove the events set out basis for the objection. Notwithstanding anything to the contrary in this clause (ii)); Section 7.8 or (iii) violate elsewhere in this Agreement, neither Parent nor any Law (provided that of its Representatives will be permitted to collect or analyze any environmental samples or perform any invasive environmental investigation of the type commonly referred to as a “Phase II” environmental investigation with respect to any property of the Company shall use or any of its commercially reasonable efforts Subsidiaries pursuant to provide such the access or make such disclosure in a manner that does not violate Law)provisions of this Section 7.8. All information exchanged made available or disclosed pursuant to this Section 5.7 7.8 shall be subject to the Non-Disclosure Agreement, dated as terms of May 22, 2019, between Battery Point Financial LLC and the Company, as amended (the “Confidentiality Agreement”).

Information; Access and Reports. (a) Subject to applicable Laws, the Company and Parent each shall, upon reasonably request by the other, furnish the other with all information concerning itself, its Subsidiaries, directors, officers and stockholders and such other matters as may be reasonably necessary in connection with the Consent Solicitation Statement, or any other statement, filing, notice or application made by or on behalf of Parent, the Company or any of their respective Subsidiaries to any third party and/or any Governmental Entity in connection with the Transactions. From July 20, 2020 until the earlier of termination of this Agreement pursuant to Article IX and the Effective Time, upon reasonable prior notice and subject to applicable Law, the Company shall, has and shall cause each (i) give to Parent, its counsel, financial advisors, auditors and other authorized Representatives reasonable access during normal business hours to the offices, properties, employees, books and records of the Company and its Subsidiaries toand (ii) furnish to Parent, afford to Parent and its Representatives reasonable accesscounsel, upon reasonable advance noticefinancial advisors, during ordinary business hours, during the period prior to the Effective Time, to all of their respective properties, books, records, Contracts, commitments and personnel (including, without limitation, independent contractors) and, during such period, the Company shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to Parent (a) to the extent not publicly available, a copy of each report, schedule, registration statement auditors and other document filed by it during authorized Representatives such period pursuant to the requirements of federal or state securities Laws or commission actions financial, Tax and (b) all operating data and other information concerning its business, properties and personnel as Parent may reasonably request (request, provided that, in each case, in a manner so as to not interfere in any material respect with the normal business operations of the Company or its Subsidiaries); provided, however, that the Company shall not be required to permit such access any inspection, or make such disclosuredisclose any document or information, to that would, in the extent it determines that such reasonable judgment of the Company, in consultation with outside counsel, (A) result in the disclosure of any competitively sensitive information or access would reasonably be likely to (i) Trade Secrets of any third parties or violate the terms of any confidentiality provisions in any agreement or other Contract with a third party entered into prior to the date of this Agreement July 20, 2020 (provided that the Company shall use its commercially reasonable efforts to obtain the required consent of such third party to such access or disclosureentered into after July 20, 2020 in compliance with Section 7.1); , (iiB) result in a violation of applicable Law, including any fiduciary duty and Antitrust Laws, (C) waive the loss protection of any attorney-client privilege or (provided, D) result in the disclosure of any sensitive or personal information that would expose the Company to the risk of liability. In the event that the Company objects to any request submitted pursuant to and in accordance with this Section 7.8 and withholds information on the basis of the foregoing clauses (i) through (iii), the Company shall inform the Parent as to the general nature of what is being withheld and the Company and Parent shall cooperate in good faith to make appropriate substitute arrangements to permit reasonable disclosure that does not suffer from any of the foregoing impediments, including through the use of commercially reasonable efforts to allow for (A) obtain the required consent or waiver of any third party required to provide such access or information and (B) implement appropriate and mutually agreeable measures to permit the disclosure of such information in a manner that does not result in to remove the events set out basis for the objection. Notwithstanding anything to the contrary in this clause (ii)); Section 7.8 or (iii) violate elsewhere in this Agreement, neither Parent nor any Law (provided that of its Representatives will be permitted to collect or analyze any environmental samples or perform any invasive environmental investigation of the type commonly referred to as a “Phase II” environmental investigation with respect to any property of the Company shall use or any of its commercially reasonable efforts Subsidiaries pursuant to provide such the access or make such disclosure in a manner that does not violate Law)provisions of this Section 7.8. All information exchanged made available or disclosed pursuant to this Section 5.7 7.8 shall be subject to the Non-Disclosure Agreement, dated as terms of May 22, 2019, between Battery Point Financial LLC and the Company, as amended (the “Confidentiality Agreement”).