Common use of Information and Access Clause in Contracts

Information and Access. (a) Subject to applicable Law, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VII, (i) the Company shall (and shall cause its Subsidiaries to), afford Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner as not to unreasonably interfere with the operations of the Company and its Subsidiaries, during normal business hours and upon reasonable advance notice, to the employees, officers, agents, facilities, books and records of the Company and its Subsidiaries and (ii) the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by Parent; provided, however, that nothing in this Agreement shall require the Company or any of its Subsidiaries to provide access or to disclose information if such access or disclosure would, or would reasonably be expected to, (A) contravene any applicable Law (including Data Protection Laws) or Pandemic Measure, (B) result in the waiver of or otherwise jeopardize any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or other applicable legal privilege or protection, (C) in the reasonable determination of the Company, after consultation with outside legal counsel, expose the Company or any of its Subsidiaries to risk of material liability with respect to the violation of any confidentiality provision of any Contract or disclosure of sensitive, confidential or personal information or would cause competitive harm to the Company, its Subsidiaries or their respective businesses if the Transactions are not consummated, (D) involve any invasive investigations, sampling or testing with respect to any environmental matters, (E) result in the disclosure of any Trade Secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure; provided, however, that in each case of clauses (A), (B), (C), or (E), the Company and Parent shall use reasonable best efforts to communicate, or make reasonable substitute arrangements, if applicable and as may be mutually agreed, to make available, the applicable information or documents to Parent in a manner that would not violate applicable Law, Pandemic Measure, result in such loss of legal privilege or protection, or Contract, expose the Company to risk of material liability or result in such Trade Secret no longer being protected as such under applicable Law (as applicable), including pursuant to customary clean team, joint defense or similar arrangements. To the extent that any of the information or documents furnished or otherwise made available pursuant to this Section 5.7 or otherwise in accordance with the terms and conditions of this Agreement, the Confidentiality Agreement or the Parent Confidentiality Agreement constitutes information or documents that may be subject to an attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, the Parties (x) understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material and information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under such privileges and protections and (y) shall use reasonable best efforts to ensure that disclosure thereof does not result in the loss of any such privilege or protection, including entering into a joint defense agreement or other arrangements.

Information and Access. (a) Subject to applicable LawLaw (including COVID-19 Measures), the Company shall (and shall cause its Subsidiaries to), upon reasonable prior notice, afford Parent and its Representatives reasonable access, during normal business hours, and subject to generally applicable health and safety protocols, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with pursuant to Article IX, solely for the terms purpose of Article VII, (i) furthering the Company shall (transactions contemplated by this Agreement and shall cause its Subsidiaries to), afford Parent and its Representatives reasonable access, at Parent’s sole cost and expense, in a manner as not to unreasonably interfere with the operations of the Company and its Subsidiaries, during normal business hours and upon reasonable advance noticefor integration planning purposes, to the employees, officersCompany Employees, agents, properties, offices and other facilities, Contracts, books and records of the Company and its Subsidiaries Subsidiaries, and, during such period, and (ii) solely for such purposes, the Company shall (and shall cause its Subsidiaries to) furnish promptly to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by Parent or any of its Representatives, on behalf of Parent; provided, however, that nothing that: (i) notwithstanding the foregoing, neither the Company nor any of its Subsidiaries shall be required to provide such access or furnish such information or documents to the extent doing so would (A) in this Agreement shall require light of COVID-19 or COVID-19 Measures, jeopardize the health and safety of any officer or employee of the Company or any of its Subsidiaries to provide access or to disclose information if such access or disclosure would, or would reasonably be expected to, (A) contravene any applicable Law (including Data Protection Laws) or Pandemic MeasureSubsidiaries, (B) result in the waiver constitute a violation of or otherwise jeopardize any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or other applicable legal privilege or protectionLaw, (C) in the reasonable determination of the Company, after consultation with outside legal counsel, expose the Company or any of its Subsidiaries to risk of material liability with respect to the violation of any confidentiality provision of any Contract or disclosure of sensitive, confidential or personal information or would cause competitive harm to the Company, its Subsidiaries or their respective businesses if the Transactions are not consummated, (D) involve any invasive investigations, sampling or testing with respect to any environmental matters, (E) result in the disclosure of any Trade Secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure, (D) cause a breach of any confidentiality obligations in any Contract with a third party entered into prior to the date of this Agreement or following the date of this Agreement in compliance with Section 7.1 and Section 7.2, or (E) waive or jeopardize the protection of any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings; provided, however, that in each the case of clauses (A), (B), (C) or (D), (I) in response to a written request from Parent formally invoking this Section 7.9(a), the Company shall inform Parent of the fact that it is withholding information or documents and provide such information with respect thereto as the Company reasonably deems appropriate and (E)II) at Parent’s request, the Company and Parent shall use commercially reasonable best efforts to communicate, or make reasonable substitute arrangements, if applicable and as may be mutually agreed, to make available, the applicable information or documents to Parent in a manner that would not violate applicable Law, Pandemic Measure, result in such loss of legal Law or Contract or waive any privilege or protectionwork-product doctrine, or Contract, expose the Company to risk of material liability or result in such Trade Secret no longer being protected as such under applicable Law (as applicable), including pursuant to by arrangement of appropriate “counsel-to-counsel” procedures, clean room procedures, redaction, entry into a customary clean team, joint defense agreement and other customary procedures, and (ii) in no event shall the work papers of the Company’s and its Subsidiaries’ independent accountants and auditors be accessible to Parent or similar arrangements. To the extent that any of the information its Representatives unless and until such accountants and auditors have provided a consent related thereto in form and substance reasonably acceptable to such auditors or documents furnished or otherwise independent accountants. Any access granted in connection with a request made available pursuant to this Section 5.7 7.9(a) shall be conducted in such a manner so as not to unreasonably interfere with any of the businesses, properties or otherwise in accordance with assets of the terms and conditions of this Agreement, the Confidentiality Agreement or the Parent Confidentiality Agreement constitutes information or documents that may be subject to an attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) Company or any other applicable privilege or protection concerning pending or threatened Proceedingsof its Subsidiaries. Notwithstanding the foregoing, the Parties (x) understand Parent and agree that they have a commonality of interest its Representatives shall not be permitted to perform any onsite environmental study with respect to such matters and it is their desire, intention and mutual understanding that any property of the sharing Company or any of such material and information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under such privileges and protections and (y) shall use reasonable best efforts to ensure that disclosure thereof does not result in the loss of any such privilege or protection, including entering into a joint defense agreement or other arrangementsSubsidiaries.

Information and Access. (a) Subject to applicable Law, from From the date of this Agreement and continuing hereof until the earlier of last Transfer Date or Novation Date, as the Effective Time and case may be, to occur with respect to the termination of this Agreement in accordance with Transferred Assets hereunder, the terms of Article VII, (i) the Company Seller shall (and shall cause its Subsidiaries controlled Affiliates to), afford Parent ): (a) permit the Purchaser and its Representatives to have reasonable accessaccess during normal business hours, at Parent’s sole cost and expense, in a manner so as not to unreasonably interfere with the operations normal operations, to all premises, properties, personnel, accountants, books, records, contracts and documents of or pertaining to the Company Transferred Assets (subject to the Seller’s right to redact information unrelated to the Transferred Assets); and (b) furnish the Purchaser and its SubsidiariesRepresentatives with all such information and data concerning the Transferred Assets as the Purchaser or its Representatives reasonably may request in connection with their review of information in accordance with clause (a), during normal business hours and upon reasonable advance notice, except to the employees, officers, agents, facilities, books and records of the Company and its Subsidiaries and (ii) the Company shall (and shall cause its Subsidiaries to) furnish promptly extent that such information is subject to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by Parent; provided, however, that nothing in this Agreement shall require the Company or any of its Subsidiaries to provide access or to disclose information if such access or disclosure would, or would reasonably be expected to, (A) contravene any applicable Law (including Data Protection Laws) or Pandemic Measure, (B) result in the waiver of or otherwise jeopardize any attorney-client privilege or protection (furnishing any such information or data would create any Liability under applicable Law, including attorney-client privilegeantitrust Law, attorney work-product protections and confidentiality protections) or other would violate any Law, Order or Contract applicable legal privilege or protection, (C) in to the reasonable determination of the Company, after consultation with outside legal counsel, expose the Company Seller or any of its Subsidiaries Affiliates or by which any of the Transferred Assets are bound. The Purchaser will indemnify and hold harmless the Seller and its Affiliates (separate and apart from the Purchaser’s obligations in Article IX and without regard to any basket, cap or other conditions or limitations contained in Article IX) from and against any Losses caused to the Seller or any of its Affiliates by the gross negligence or willful misconduct of the Purchaser or its Representatives in connection with such access. Notwithstanding anything in this Section 7.2 the Seller will not be required to permit access to or furnish Tax Returns, books, records, contracts, documents, information or data relating to Taxes to the extent that such Taxes do not relate exclusively to the Transferred Assets, and the Purchaser will not have access to personnel and medical records if such access could, in the Seller’s good faith judgment, subject the Seller to risk of material liability with respect to the violation of or otherwise violate any confidentiality provision of any Contract or disclosure of sensitive, confidential or personal information or would cause competitive harm to the Company, its Subsidiaries or their respective businesses if the Transactions are not consummated, (D) involve any invasive investigations, sampling or testing with respect to any environmental matters, (E) result in the disclosure of any Trade Secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure; provided, however, that in each case of clauses (A), (B), (C), or (E), the Company and Parent shall use reasonable best efforts to communicate, or make reasonable substitute arrangements, if applicable and as may be mutually agreed, to make available, the applicable information or documents to Parent in a manner that would not violate applicable Law, Pandemic Measure, result in such loss of legal privilege or protection, or Contract, expose the Company to risk of material liability or result in such Trade Secret no longer being protected as such under applicable Law (as applicable), including pursuant to customary clean team, joint defense or similar arrangements. To the extent that any of the information or documents furnished or otherwise made available pursuant to this Section 5.7 or otherwise in accordance with the terms and conditions of this Agreement, the Confidentiality Agreement or the Parent Confidentiality Agreement constitutes information or documents that may be subject to an attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, the Parties (x) understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material and information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under such privileges and protections and (y) shall use reasonable best efforts to ensure that disclosure thereof does not result in the loss of any such privilege or protection, including entering into a joint defense agreement or other arrangements.

Information and Access. (a) Subject to applicable LawUpon reasonable advance notice, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VII, (i) the Company shall (shall, and shall cause its Subsidiaries to), afford Parent to the officers, directors, employees, accountants, counsel, investment bankers, financial advisors and its Representatives reasonable accessother representatives (collectively, at Parent’s sole cost and expense, in a manner as not to unreasonably interfere with the operations "Representatives") of the Company and its Subsidiaries, during normal business hours and upon HCC Lenders reasonable advance noticeaccess throughout the period prior to the Closing Date, to the all of its employees, officers, agents, facilitiesaccountants, books properties, books, contracts, commitments and records of (including, but not limited to, Tax Returns) and, during such period, the Company and its Subsidiaries and (ii) the Company shall (shall, and shall cause its Subsidiaries to) , furnish promptly to Parent all the HCC Lenders and their Representatives, (i) access to each report, schedule and other information and documents concerning document filed or regarding its businesses, properties and assets and personnel as may reasonably be requested received by Parent; provided, however, that nothing in this Agreement shall require the Company or any of its the Company's Subsidiaries pursuant to provide the requirements of federal or state securities laws or filed with or sent to the SEC or any other federal or state regulatory agency or commission and (ii) access or to disclose all information if such access or disclosure would, or would reasonably be expected to, (A) contravene any applicable Law (including Data Protection Laws) or Pandemic Measure, (B) result in the waiver of or otherwise jeopardize any attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or other applicable legal privilege or protection, (C) in the reasonable determination of concerning the Company, after consultation the Company's Subsidiaries and their respective directors, officers, stockholders, operations, facilities, properties and such other matters as may be reasonably requested by the HCC Lenders or their Representatives in connection with outside legal counselany filings, expose applications or approvals required or contemplated by this Agreement or for any other reason related to the Transactions; provided, that all such access shall be coordinated through the Company or its designated representatives, in accordance with such reasonable procedures as the Company may establish. During any visit to the business or property sites of the Company or any of its Subsidiaries to risk of material liability with respect to the violation of any confidentiality provision of any Contract or disclosure of sensitive, confidential or personal information or would cause competitive harm to the Company's Subsidiaries, its Subsidiaries or the HCC Lenders shall, and shall cause their respective businesses if the Transactions are not consummatedRepresentatives accessing such properties to, (D) involve any invasive investigations, sampling or testing with respect to any environmental matters, (E) result in the disclosure of any Trade Secrets conduct itself in a manner that would result in any is consistent with such Trade Secrets no longer being protected reasonable procedures as such under applicable Law following such disclosure; provided, however, that in each case of clauses (A), (B), (C), or (E), are established by the Company and Parent shall use reasonable best efforts to communicate, or make reasonable substitute arrangements, if applicable and as may be mutually agreed, to make available, the applicable information or documents to Parent in a manner that would not violate applicable Law, Pandemic Measure, result in such loss of legal privilege or protection, or Contract, expose be reasonably expected to interfere with the Company to risk of material liability or result in such Trade Secret no longer being protected as such under applicable Law (as applicable), including pursuant to customary clean team, joint defense or similar arrangements. To the extent that any operation of the information or documents furnished or otherwise made available Company's business. The Company acknowledges that time is of the essence with respect to its compliance with its covenants in this Section 5.2. No investigation pursuant to this Section 5.7 5.2 shall affect any representation, warranty or otherwise covenant of the Company in accordance with this Agreement or any condition on the terms and conditions obligations of the HCC Lenders in this Agreement, the Confidentiality Agreement or the Parent Confidentiality Agreement constitutes information or documents that may be subject to an attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, the Parties (x) understand and agree that they have a commonality of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material and information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under such privileges and protections and (y) shall use reasonable best efforts to ensure that disclosure thereof does not result in the loss of any such privilege or protection, including entering into a joint defense agreement or other arrangements.

Information and Access. (a) Subject to applicable LawThe Company will, from the date of this Agreement and continuing until the earlier of the Effective Time and the termination of this Agreement in accordance with the terms of Article VII, (i) the Company shall (and shall will cause its Subsidiaries to), afford Parent provide to Parent, Aquarion MergerCo and its their respective Representatives reasonable accessaccess at such times and locations as are mutually agreed upon by the Parties to all the Assets, at Parent’s sole cost and expenseto the books, in a manner as not to unreasonably interfere with the operations Contracts, personnel, documents, records, and files of the Company and its Subsidiaries, during normal business hours and upon reasonable advance noticewill furnish to Parent or Aquarion MergerCo copies of documents, records and financial information with respect to the employees, officers, agents, facilities, books Company’s and its Subsidiaries’ business as Parent or Aquarion MergerCo may reasonably request. Said access shall specifically include access to (i) all personnel records of the Company and its Subsidiaries; (ii) all Contracts of the Company and its Subsidiaries; (iii) all files and records of the Company and its Subsidiaries Subsidiaries; and (iiiv) the System. Any such access shall be (a) subject to all of the standard protocols and procedures of the Company, (b) subject to any additional procedures required by any landlord, if applicable and (c) in such a manner as does not unreasonably interfere with the normal operations of the Company. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require the Company shall or its Subsidiaries to disclose information subject to attorney-client privilege or attorney work- product privilege (provided that the Company shall, and shall cause its Subsidiaries to) furnish promptly , use its and their commercially reasonable efforts to Parent all other information and documents concerning or regarding its businesses, properties and assets and personnel as may reasonably be requested by Parent; provided, however, that nothing in this Agreement shall require the Company or any of its Subsidiaries to provide access or to disclose information if allow for such access or disclosure would, (or would reasonably be expected to, (Aas much of it as possible) contravene any applicable Law (including Data Protection Laws) or Pandemic Measure, (B) in a manner that does not result in the waiver a loss of or otherwise jeopardize any attorney-client privilege or protection protections), conflict with any third-party confidentiality obligations to which the Company or its Subsidiaries is bound as of the date hereof (including attorney-client privilegeprovided that the Company shall, attorney work-product protections and confidentiality protections) shall cause its Subsidiaries to, use its and their commercially reasonable efforts to obtain the required consent of such third party to such access or other applicable legal privilege or protectiondisclosure), (C) or, in the reasonable determination opinion of external legal counsel of the Company, after consultation with outside legal counsel, expose violate any applicable Law. If any material is withheld by the Company or any of its Subsidiaries to risk of material liability with respect pursuant to the violation of any confidentiality provision of any Contract or disclosure of sensitive, confidential or personal information or would cause competitive harm to the Company, its Subsidiaries or their respective businesses if the Transactions are not consummated, (D) involve any invasive investigations, sampling or testing with respect to any environmental matters, (E) result in the disclosure of any Trade Secrets in a manner that would result in any such Trade Secrets no longer being protected as such under applicable Law following such disclosure; provided, however, that in each case of clauses (A), (B), (C), or (E)immediately preceding sentence, the Company shall, and shall cause its Subsidiaries to, inform Parent shall use reasonable best efforts as to communicate, or make reasonable substitute arrangements, if applicable and as may be mutually agreed, to make availablethe general nature of what is being withheld. Without limiting the generality of the foregoing, the applicable information or documents Company shall, and shall cause its Subsidiaries to, within five (5) Business Days of request by Parent therefor, provide to Parent the information described in Rule 14a- 7(a)(2)(ii) under the Exchange Act and any information to which a manner that holder of Company Common Stock or other equity interest in any Subsidiary of the Company would not violate be entitled under Sections 33-946 and 33-704 of the CBCA or other applicable Law, Pandemic Measure, result in such loss of legal privilege or protection, or Contract, expose the Company to risk of material liability or result in such Trade Secret no longer being protected as such under applicable Law (as applicable), including pursuant to customary clean team, joint defense or similar arrangements. To the extent that any of the All information or documents furnished or otherwise made available exchanged pursuant to this Section 5.7 or otherwise in accordance with the terms and conditions of this Agreement, the Confidentiality Agreement or the Parent Confidentiality Agreement constitutes information or documents that may 5.3 shall be subject to an attorney-client privilege or protection (including attorney-client privilege, attorney work-product protections and confidentiality protections) or any other applicable privilege or protection concerning pending or threatened Proceedings, the Parties (x) understand and agree that they have a commonality terms of interest with respect to such matters and it is their desire, intention and mutual understanding that the sharing of such material and information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or its continued protection under such privileges and protections and (y) shall use reasonable best efforts to ensure that disclosure thereof does not result in the loss of any such privilege or protection, including entering into a joint defense agreement or other arrangementsConfidentiality Agreement.