Common use of Information and Documents Clause in Contracts

Information and Documents. (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will be held by such Parent and its Affiliates and Representatives pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after the date of this Agreement hereof, subject to applicable Law and any applicable Order, upon reasonable advance notice to Sellers, Sellers shall permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to the Business Employees and to the earlier assets, properties, books and records of the Closing Date Sellers and the date on which this Agreement is terminated pursuant Conveyed Entities to Section 9.1the extent relating primarily to the Business and shall, to the extent permitted by applicable Law any applicable Order, make available to Purchaser such financial and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices operating data and other facilities and properties that constitute Purchased Assets, and to provide such other available information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser BusinessBusiness (to the extent such data or information is readily available under normal operating procedures), or (vi) providing such access or disclosure of any including such information would reasonably be expected relating to result in the loss or waiver employment of the attorney-client Business Employees with respect to compensation, service and other similar information relating to Sellers’ or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis any of the foregoing clauses Conveyed Entities’ employment of the Business Employees, as Purchaser shall from time to time reasonably request for the purposes of enabling Purchaser to (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with consummate the transactions contemplated by this Agreement, whether in person or by telephoneand (ii) operate the Business as operated prior to Closing, mail or other means after Closing; provided, however, that no such access shall unreasonably interfere with Sellers’ operation of communicationtheir respective businesses; and provided, without the specific prior authorization by the other Parent (not to be unreasonably withheldfurther, conditioned or delayed); provided that the foregoing Sellers shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide take any information as and action which would reasonably be expected to the extent it relates constitute a waiver of attorney-client privilege where alternative measure are not available to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlpreserve such privilege while granting such access. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Purchaser and given by or on behalf of Sellers and the other Parent or any of its Affiliates or Representatives, Conveyed Entities in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates and Representatives as “Evaluation Material,” as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement Agreement. From and after the Clean Team Agreement Closing, Sellers shall remain in full force not, and effect in accordance with their terms shall cause its Affiliates not to, make use of any such information or disclose any such information to any Person (subject except to Section 9.2(dthe extent required by applicable Law or Order)) notwithstanding any termination of this Agreement. (c) From It is expressly understood and after agreed that, without the date prior written consent of Sellers, which consent may be granted or withheld in Sellers’ sole and absolute discretion, nothing in this Agreement until shall be construed to grant Purchaser the earlier right to perform any Phase I, Phase II or other environmental testing on any of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) properties of the Purchaser Disclosure LetterConveyed Entities.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Deferred Closing Date and the date on which termination of this Agreement is terminated pursuant to Section 9.1Article IX, subject to the extent permitted by applicable Law and any applicable Order, upon reasonable advance noticenotice to Seller, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement Seller and the Ancillary AgreementsSelling Subsidiaries, (1) Seller Parent shallat Purchaser’s sole cost and expense, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have supervised, reasonable access, during normal business hours, hours and under reasonable circumstances to the properties, facilities, assets and books and records that constitute of Seller and the Selling Subsidiaries relating to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries (other than the Excluded Assets) and shall make available to Purchaser such personnel, offices financial and operating data and other facilities and properties that constitute available information with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries, as Purchaser shall from time to provide time reasonably request (to the extent such other data or information is available under normal operating procedures). Seller shall and shall cause the Selling Subsidiaries to and shall use commercially reasonable efforts to cause its and their Representatives to reasonably cooperate with Purchaser and its Representatives in respect connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller, the Selling Subsidiaries and their Representatives, and Purchaser and its Representatives shall use commercially reasonable efforts to minimize any disruption to the operation of the Business as may businesses of Seller, the Selling Subsidiaries, the Transferred Subsidiaries or any of their Affiliates, including the Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that (A) it could unreasonably disrupt the operation of the business of Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates or (B) Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates in good faith reasonably requested by Purchaser Parent for determine that such purposes access or examination could jeopardize the attorney-client privilege or other similar privilege or contravene any Law or Contract (provided, however, that in the event such access or examination could reasonably be expected to jeopardize any attorney-client or other similar privilege or violate any Law or Contract, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence). Notwithstanding anything herein to the contrary, from and after the date hereof to the earlier of (x) the termination of this Agreement and (2y) the Deferred Closing Date, (i) without the prior written consent of Seller, Purchaser Parent shallshall not, and shall cause its Subsidiaries Representatives and Affiliates not to, permit Seller Parent and its Representatives to have reasonable accesscontact any suppliers, during normal business hourscustomers, to the books and records of Purchaser and its Subsidiaries independent contractors, landlords, lessors, banks or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in other Person with whom Seller, any such record not related to the Purchaser Business)Selling Subsidiary, and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent any Transferred Subsidiary or any of its Subsidiaries to restrict their respective Affiliates have or prohibit such access or the provision of such informationhave had a business relationship, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the of Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including Affiliates with respect to matters not involving this Agreement or the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and transactions contemplated hereby or to the extent it relates required for Purchaser’s cooperation under Section 2.6, and (ii) Purchaser shall not have any right to perform any Retained Businessessampling, testing, or Phase II, invasive environmental testing or other invasive investigations of any of the properties or facilities of Seller, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents ofSelling Subsidiary, any Seller Combined Tax Return, and in no event shall Purchaser Parent Transferred Subsidiary or any of its Affiliatestheir Affiliates without the prior written consent of Seller, including Purchaser which consent may be withheld for any reason or no reason in Seller’s sole and its Subsidiariesabsolute discretion. None of Seller, be required any Selling Subsidiary or any Transferred Subsidiary makes any representation or warranty as to provide the accuracy of any information as and provided (if any) pursuant to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i5.1(a), and Purchaser may not rely on the provisions accuracy of Section 6.5(i) (any such information other than as expressly set forth in Seller’s representations and not warranties contained in Article III; provided, however, that no investigation pursuant to this Section 6.1(a)5.1(a) by Purchaser or its Representatives shall controlbe deemed to modify any of Seller’s representations and warranties contained in Article III. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or Purchaser, its Affiliates or its Representatives from, and given by or on behalf of Seller, the other Parent Selling Subsidiaries, the Transferred Subsidiaries or any of its Affiliates or Representatives, their respective Representatives in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates and Representatives as “Evaluation Material,” as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after Except for the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Buyer and given by or on behalf of the other Parent or any of its Affiliates or Representatives, Seller in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Buyer and its Affiliates Affiliates, agents and Representatives representatives as “Confidential Information” of Pfizer, as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement Agreement. From and after the Clean Team Agreement Closing, notwithstanding anything to the contrary in the Confidentiality Agreement, (i) all Purchased Assets shall remain be deemed, and treated by Seller, its Affiliates, agents and representatives as the “Confidential Information” (as defined in full force the Confidentiality Agreement) of Buyer only and effect in accordance with (ii) [***] shall be deemed to include information related to the Purchased Assets. (b) From and after the Closing, Seller shall not publish, present, or otherwise disclose, and shall cause its Affiliates, agents and representatives, and Third Party licensees or contractors, and its and their terms (respective employees and agents and representatives not to disclose any information related to the Antibody, Product or the Purchased Assets, without the prior written consent of Buyer. For clarity, from and after the Closing, Buyer shall be free to publish, present, or otherwise disclose information related to the Antibody, Product or the Purchased Assets, subject to Section 9.2(d)) notwithstanding any termination of this the Confidentiality Agreement, if applicable. (c) From and after the date Closing, upon reasonable advance notice, the Seller, on the one hand, and Buyer, on the other hand, shall cause to be furnished or to be provided access to the other party and its representatives such financial, Tax and operating data and other available information with respect to the Purchased Assets, in each case in its then existing form, as such party and its representatives shall from time to time reasonably request in order to complete their legal and regulatory requirements and to complete their Tax returns and for any other reasonable business purpose, including in respect of litigation (other than litigation between the parties this Agreement until the earlier of the Closing Date or their Affiliates) and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent insurance matters. Buyer and its Subsidiaries Affiliates shall, for a period of [***], keep such materials reasonably accessible and not destroy or dispose of such materials without the written consent of Seller. Each party shall consult promptly reimburse the other for such other party’s reasonable out-of-pocket expenses associated with and provide material updates requests made by the requesting party under this Section 5.1, but no other charges shall be payable by the requesting party to Purchaser Parent regarding the matters disclosed on Section 6.1(c) other party in connection with such requests. In the event either party reasonably determines that any such provision of any such information could be commercially detrimental, violate any Law or contract, or result in the Purchaser Disclosure Letterwaiver any privilege, the parties shall take all commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant Closing, subject to Section 9.1, to the extent permitted by applicable Law and any applicable Order, upon reasonable advance noticenotice to Seller, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have supervised, reasonable access, during regular normal business hours, to the Business Employees and Shared Service Employees and other employees knowledgeable about the Business or the Conveyed Companies, and to the assets, books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Seller Entities and the Conveyed Companies relating to the Business as may be reasonably requested by Purchaser Parent for such purposes (other than the Excluded Assets and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of related thereto) and the Conveyed Companies, and shall make available to Purchaser such financial and its Subsidiaries or that are related operating data and other available information with respect to the Business or the Conveyed Companies as Purchaser Business shall from time to time reasonably request (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Businessextent such data or information is available under normal operating procedures); provided, and to however, that no such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to access shall unreasonably interfere with the Purchaser Business, and to provide such other information in respect operation of the Purchaser Business as may be reasonably requested by businesses of Seller Parent for such purposesor any of its Affiliates, including the Business; provided and provided, further, that all requests for access pursuant to this Section 6.1 neither Seller nor its Affiliates shall be directed required to and coordinated with take any action which would reasonably be likely to constitute a person waiver of attorney-client or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingwork product privileges; provided, further, that each Parent and its Subsidiaries may restrict if the foregoing disclosure or access under this Section 5.1 is restricted by Law, Order or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or potential waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi)work product privileges, such Parent shall, if permitted, Seller shall inform the other Parent Purchaser as to the general nature of what is being restricted or withheld and as a result of the reason therefor, and such Parent shall, foregoing and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant disclose such information in a manner way that does would not suffer from waive such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor privilege or contravene any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment applicable Law or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlOrder. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Purchaser and given by or on behalf of the other Parent or any of its Affiliates or Representatives, Seller Entities and the Conveyed Companies in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates and Representatives as “Evaluation Material,” as defined in, and pursuant to the terms of of, and subject to the exceptions to such term set forth in, the Confidentiality Agreement. The execution of this Agreement and Section 6.12. Subject shall constitute written consent by Seller pursuant to Section 6.12(d), the Confidentiality Agreement and the Clean Team CT Confidentiality Agreement shall remain in full force to all actions by the Purchaser Related Parties expressly permitted or expressly required by this Agreement that would otherwise be restricted under the Confidentiality Agreement and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this the CT Confidentiality Agreement. (c) From It is expressly understood and after agreed that, without the prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser the right to perform any Phase I, Phase II or other environmental testing on any of the properties of the Asset Selling Entities or the Conveyed Companies. (d) Seller shall, to the extent permitted by applicable Law, within thirty (30) days of the date of this Agreement until hereof, provide to Purchaser a listing of, and true, correct and complete copies of, the earlier Contracts of the Closing Date type described in Section 3.11(a)(xv) and the date on which this Agreement is terminated pursuant to Section 9.13.11(a)(xvi), Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) assuming each of the Purchaser Disclosure Letterdollar amounts in such provisions were $2,000,000 instead of $6,000,000, and $5,000,000 instead of $16,000,000, as applicable.

Information and Documents. (a) From Except for books and after records in the date possession or control of this Agreement and Seller or its Selling Affiliates, in whatever form kept, that are primarily related to the earlier Business, the Purchased Assets or the Assumed Liabilities, Seller shall not be obligated to make delivery of Transferred Books and Records; provided, that Seller shall make available to Purchaser all Transferred Books and Records that are not delivered to Purchaser. In addition, Seller and the Selling Affiliates shall have the right to retain copies of the Closing Date Transferred Books and the date on which this Agreement is terminated pursuant to Section 9.1Records, solely to the extent permitted necessary for Seller and the Selling Affiliates to comply with Applicable Law, as required for usual and customary financial reporting obligations or to fulfill their respective obligations under this Agreement, the TMSA and TSA or any other agreement with Purchaser regarding the Business. Purchaser agrees that it shall preserve and keep, or cause to be preserved and kept, all Transferred Books and Records in the possession of Purchaser or its Affiliates for the longer of (i) the period required by applicable Law and (ii) a period of six (6) years from the Closing Date. During such six-(6) year or longer period, Seller and its Selling Affiliates and Representatives of Seller and its Selling Affiliates shall, upon reasonable advance notice, have access during normal business hours to examine, inspect and copy such Transferred Books and Records solely to the extent reasonably necessary for purposes Seller to address and respond to any matters regarding Seller’s financial statements, Taxes, responses to inquiries from the FDA or any other Governmental Authority and other requirements of integration planning or in furtherance Law related to Seller’s ownership of the transactions contemplated Business and to determine whether amounts are due and payable by Purchaser to Seller pursuant to this Agreement and or any of the Ancillary Agreements, (1) Seller Parent shall, and shall cause . Seller’s or its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, Affiliates’ access to the books Transferred Books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 Records shall be directed to at Seller’s expense and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would not unreasonably interfere with the operation of such ParentPurchaser’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates’, including the Conveyed Subsidiaries (or any successor company’s, business operations. All material obtained pursuant to this Section 7.1 shall be treated as Confidential Information by Seller, its Selling Affiliates and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or respective Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause 24 not be used for any purpose other than those set forth in this Section 7.1. After such six‑(6) year or longer period, before Purchaser or any Affiliate shall dispose of any of such Transferred Books and Records, Purchaser shall give at least thirty (30) days’ prior written notice of such intention to dispose to Seller, and Seller shall be given an opportunity, at its Affiliates tocost and expense, provide Purchaser to remove and its Subsidiaries access to personnel records retain all or any part of such Transferred Books and other personnel information related to the Business Employees and Former Business Employees reasonably Records as it may elect. If so requested by Purchaser, Seller shall enter into a customary joint defense agreement with Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than or such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, Affiliate with respect to any matters that are the subject of both information to be provided to or retained by such Seller or its Selling Affiliates pursuant to this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will be held by such Parent and its Affiliates and Representatives pursuant to the terms of the Confidentiality Agreement and Section 6.127.1. Subject to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after the date of this Agreement and time to time prior to the earlier Closing (or, in the case of Pfizer, the Closing Date Pfizer/J&J Closing), upon reasonable advance notice and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent Divesting Entities shall, and shall cause its Subsidiaries their respective Affiliates to, permit Purchaser Parent and its Representatives representatives to have reasonable access, during normal business hours, to the books properties, assets, books, records, agreements, documents, data, files and records that constitute Purchased Assetspersonnel of, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information regarding, the Divesting Entities and relating to the Business (including facilitating introductions and discussions with third-party manufacturers and other parties to Assumed Contracts) as may reasonably be requested by Purchaser, to the extent possible respond to reasonable inquiries and requests from Purchaser and prepare for and assist in respect the transition of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingClosing Date; provided, furtherhowever, that each such access shall not unreasonably interfere with Parent Divesting Entities' or such Affiliates' operation of their respective businesses, including the Business; and its Subsidiaries provided further that Parent Divesting Entities may restrict the foregoing access or the provision of such information to the extent that, that (i) in the reasonable judgment of such Parentthe applicable Parent Divesting Entity, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach result in a violation of confidentiality obligation obligations to a third party, (ivii) providing disclosure of any such access or information would result in disclosure of any proprietary information that is competitively or commercially sensitive, trade secrets of such Parent Divesting Entity or any other Person (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives other than with respect to the Purchaser Business, ) or (viiii) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlprivilege. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Purchaser and given by or on behalf of the other Parent Divesting Entities or any of its their respective Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates Affiliates, agents and Representatives representatives as "Information", as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date No information or access provided to Purchaser or its representatives pursuant to this Section 7.1, or any other investigation made by or on behalf of this Agreement until the earlier Purchaser, will affect any of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) representations or warranties of the Purchaser Disclosure LetterDivesting Entities contained in this Agreement, any of the Ancillary Agreements or any certificates delivered pursuant hereto and thereto, or the conditions hereunder to the obligations of Purchaser.

Information and Documents. (a) From and after the date of this Agreement and prior to the earlier of Closing, subject to Purchasers’ obligations under the Closing Date Confidentiality Agreement, and the date on which this Agreement is terminated pursuant subject to Section 9.1, to the extent permitted by applicable Law and any applicable Governmental Order, upon reasonable advance noticenotice to the VIH Entities, the VIH Entities shall permit Purchasers and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its their Representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased AssetsBusiness, including the Real Property, the Company Employees, and the Purchased Assets (provided that access to such personnelthe Business, offices including the Real Property, the Business employees and other facilities the Purchased Assets may not be permitted unless the time and properties extent and nature of the access is approved in advance by a VIH Entity (which approval shall not be unreasonably withheld) and Purchasers and their Representatives are accompanied by an officer or employee of a VIH Entity designated by a VIH Entity for that constitute Purchased Assetspurpose), and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shallassets, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related the VIH Entities relating to the Purchaser Business (provided that Purchaser Parent may redact any information located in any such record not related to the Purchaser Business)head office of the VIH Entities in Victoria, British Columbia, and shall make available to Purchasers such personnel, offices financial and operating data and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other available information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser BusinessBusiness as Purchasers shall from time to time reasonably request, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver including for purposes of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses diligence review contemplated in Section 7.2(i). (ib) through (vi)If, such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) at any time prior to the Closing, neither ParentSellers or the Company become aware of any fact or circumstance relating to any Purchased Asset or VIH Entity that would make the representations and warranties of Sellers contained in this Agreement untrue or misleading, nor or that would otherwise be reasonably likely to result in the non-satisfaction of any of its Affiliates the conditions in Article VII or Article VIII, Sellers and Representativesthe Company agree to promptly notify Purchasers of such fact or circumstance, provided that such notification shall conduct not in any phase II environmental site assessment way affect (i) Purchasers’ rights to indemnification pursuant to Articles VI and Article VIII, or conduct (ii) Purchasers’ right not to effect the Closing if any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent conditions set forth in Article VII are not satisfied at or its Subsidiaries and (B) prior to the Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries . (and their Subsidiaries), c) Sellers shall provide Business Employee personnel files deliver to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed thatPurchasers, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any copies of all Aircraft Records relating to the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of Transferred Helicopters. (d) From the other Parent or any of its Affiliates (including, with respect to Seller Parentdate hereof until the Closing, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser VIH Entities shall deliver the reports and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Returnfinancial statements presented below, and in no event accordance with the terms provided below, to Purchasers: (i) The Company shall Purchaser Parent or any prepare monthly management reports including a consolidated balance sheet, an income statement and cash flow statement showing the financial position (including profits and losses) of its Affiliates, including Purchaser the Company and its Subsidiaries, Subsidiaries and deliver such reports to Purchasers within fourteen (14) days following the end of the applicable month. Such consolidated monthly reports shall be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, prepared in accordance with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlGAAP. (bii) Subject to Section 6.12The Company shall prepare quarterly consolidated financial statements including balance sheets, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf income statements and cash flow statements of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will be held by such Parent Company and its Affiliates and Representatives pursuant to the terms Subsidiaries for each of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect their four quarters in accordance with their terms GAAP and deliver such financial statements to Purchaser within twenty-eight (28) days following the end of the applicable quarter. The notes to the financial statements required in accordance with GAAP may be omitted. The quarterly consolidated financial statements shall be subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after a limited review by the date of this Agreement until the earlier independent public accountants of the Closing Date and Company, which limited review shall be completed within twenty-eight (28) days following the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) end of the Purchaser Disclosure Letterapplicable quarter.

Information and Documents. (a) From and after the date of this Agreement hereof and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1pending Closing, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and Corporations shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives representatives to have reasonable access, during normal regular business hours, to the books and records that constitute Purchased AssetsFacilities, and to such personnelassets, offices and other facilities and properties that constitute Purchased Assetsemployees, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the Selling Corporations and its the Conveyed Subsidiaries or that are related and their Subsidiaries relating to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and shall furnish, or cause to provide be furnished, to Purchaser, such other information in financial, tax and operating data (including independent accountants' work papers with respect to the audited financial statements of the Purchaser Business, subject to Purchaser's or its representatives' execution of standard industry practice work papers access letters and foreign accounting rules and customary practices) and other available information with respect to the Business as may be Purchaser shall from time to time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingrequest; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit no such access or the provision of such information, (ii) providing such access would shall unreasonably interfere with the Selling Corporations' and the Conveyed Subsidiaries' and their Subsidiaries' operation of such Parent’s and its Subsidiaries’ their respective businesses, including the Business and the Purchaser Businessincluding, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parentwithout limitation, the Business; provided further, that all information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested received by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, given by or on behalf of the other Parent Seller Corporations, or any of its Affiliates or Representatives, the Conveyed Subsidiaries and their 87 Subsidiaries in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates Affiliates, agents and Representatives representatives as Information, as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement and Agreement. Pfizer shall, at the Clean Team Agreement shall remain reasonable request of Purchaser, provide assistance to Purchaser in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination its preparation of this Agreement. (c) From and after the date of this Agreement until the earlier a narrative description of the Closing Date historical results of operations and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) financial condition of the Business for purposes of arranging the financing necessary to effect the Closing hereunder. Purchaser Disclosure Letteracknowledges that it alone bears responsibility for the contents and use of any such narrative description and Pfizer shall have no responsibility or liability resulting therefrom. Purchaser agrees that any such narrative description furnished to prospective lenders or other third parties shall clearly disclose that neither Pfizer nor any of its Affiliates assume responsibility for the accuracy of such narrative description or shall have any liability resulting therefrom.

Information and Documents. (a) From and after During the period from the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Date, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent VPI shall, and or shall cause its Subsidiaries to, permit Purchaser Parent Buyer and its Representatives authorized representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased Assetsassets, and to such personnelemployees, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the WEEMEA Companies and its the Subsidiaries of the WEEMEA Companies, and shall furnish, or that are related cause to be furnished, to Buyer, such financial, tax and operating data and other available information in the ordinary course with respect to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser WEEMEA Business as may be Buyer shall from time to time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingrequest; provided, furtherhowever, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit no such access or the provision of such information, (ii) providing such access would shall unreasonably interfere with the operation personnel, operations or properties of such Parent’s the WEEMEA Companies and its their Subsidiaries’ respective businesses, including the Business shall be subject to confidentiality restrictions imposed by Law and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates shall be at Buyer's sole expense. Notwithstanding anything to the Strategic Process, or contrary in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closingthis Agreement, neither Parent, the Sellers nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its their Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (WEEMEA Companies and their Subsidiaries), shall be required to disclose or provide Business Employee personnel files to Purchaser Parent Buyer or its Affiliates authorized representatives any information (i) which VPI believes in good faith that doing so is reasonably likely to violate any Contract or Representatives and none of Purchaser Parent Law to which VPI or any of its AffiliatesSubsidiaries is a party or is subject or cause a privilege which VPI or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, including Purchaser or (and ii) if VPI or any of its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding on the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shallone hand, and shall cause Buyer or any of its Affiliates toSubsidiaries, provide Purchaser on the other hand, are adverse parties in a litigation and its Subsidiaries access to personnel records and other personnel such information related to the Business Employees and Former Business Employees is reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Lawpertinent thereto. It is further agreed thatthat neither Buyer, prior to the Closing, each Parent and its Affiliates and Representatives nor their representatives shall not contact directly or through any other Person any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors customers or other business partners suppliers of the other Parent VPI or any of its Subsidiaries or Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, hereby without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlVPI. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Buyer and given by or on behalf of the other Parent Sellers, the WEEMEA Companies or any the Subsidiaries of its Affiliates or Representatives, the WEEMEA Companies in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Buyer, the Designated Buyers and its Affiliates their Affiliates, agents and Representatives representatives as "Confidential Information" as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement Agreement. Buyer shall not, and shall cause the Clean Team Agreement shall remain Designated Buyers and its and their Affiliates not to, use any information obtained pursuant to this Section 7.1 for any purpose unrelated to the transactions described in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after the date hereof and prior to the Closing, subject to applicable Law and any applicable Order, upon reasonable advance notice to Seller, Seller shall permit Purchaser and its Representatives to have supervised, reasonable access, during regular normal business hours, to the Business Employees and employee of this Agreement Seller, and to the earlier assets, properties, books and records of the Closing Date Seller Entities and the date on which this Agreement is terminated pursuant Conveyed Entities to Section 9.1the extent relating primarily to the Business and the Purchased Assets (other than the Excluded Assets and any books and records relating thereto), and shall, to the extent permitted by applicable Law any applicable Order, make available to Purchaser such financial and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices operating data and other facilities and properties that constitute Purchased Assets, and available information with respect to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, Purchased Assets (iii) providing to the extent such access data or information would breach a confidentiality obligation to a third partyis readily available under normal operating procedures), (iv) providing including such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates relating to the Strategic Process, or in employment of the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives Business Employees with respect to the Purchaser Businesscompensation, or (vi) providing such access or disclosure of any such service and other similar information would reasonably be expected relating to result in the loss or waiver Seller’s employment of the attorney-client or other applicable privilege or protection. In Business Employees, as Purchaser shall from time to time reasonably request for the event that a Parent or its Subsidiaries restricts access or withholds information on the basis purposes of the foregoing clauses enabling Purchaser to (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with consummate the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without (ii) evaluate the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as potential for and to prepare for the extent it relates sale of certain of the Purchased Assets (the “On-Sale”) (including but not limited to any Retained Businessescooperating with Purchaser’s independent accountants in preparing an audit of the financial results of the Purchased Assets of which Purchaser may dispose, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including cooperating with Purchaser and its Subsidiaries, be required investment bankers and independent accountants in preparing an information memorandum with respect to provide any information as such Purchased Assets and preparing an analysis of issues with respect to the extent it relates separation of such Purchased Assets from the Business); provided, however, that in the event employees of Seller at its Harrisburg, Pennsylvania Shared Services Facility devote more than one hundred twenty (120) hours (the “Hours Cap”) of employee time to such On-Sale, Purchase shall reimburse Seller for any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree thattime in excess of the Hours Cap at the rate set forth in item fifteen (15) of the Services and Pricing Schedule, with respect to information technology matters, and at the rate set forth in item twenty-one (21) of the Services and Pricing Schedule, with respect to finance matters and (iii) operate the Business as operated prior to Closing immediately after Closing; provided, however, that no such access shall unreasonably interfere with the Seller Entities’ or the Conveyed Entities’ operation of their respective businesses, including the Business; and provided, further, that Seller shall not be required to take any matters that are action which could constitute a waiver of attorney-client privilege. In connection with any On-Sale, Purchaser may provide any Information (as such term is defined in the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(iConfidentiality Agreement) (other than any Information that was provided to Purchaser and not this Section 6.1(a)its Representatives in a “restricted folder” in the on-line data room) in its possession to any potential purchaser; provided that (i) Purchaser shall control. (b) Subject provide to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf Seller the name of the other Parent or any of its Affiliates or Representatives, each potential purchaser to whom Purchaser intends to provide Information in connection with the negotiation, execution, performance or consummation an On-Sale prior to providing any such Information and (ii) no potential purchaser in connection with an On-Sale shall be granted access to any employees of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will be held by such Parent Seller and its Affiliates and Representatives pursuant Affiliates. Prior to Purchaser providing any Information to a potential purchaser, such potential purchaser shall have executed a confidentiality agreement with terms that are no less restrictive to the terms of potential purchaser than the Confidentiality Agreement (other than with respect to the cap for consequential and Section 6.12. Subject to Section 6.12(d), the Confidentiality Agreement indirect damages) and the Clean Team Agreement that provides that Purchaser shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding be liable for any termination of this Agreement. (c) From and after the date of this Agreement until the earlier breaches of the Closing Date and confidentiality agreements by the date on which this Agreement is terminated pursuant potential purchasers. Purchaser shall keep records of all Information provided to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letterpotential purchasers.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Deferred Closing Date and the date on which termination of this Agreement is terminated pursuant to Section 9.1Article IX, subject to the extent permitted by applicable Law and any applicable Order, upon reasonable advance noticenotice to Seller, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement Seller and the Ancillary AgreementsSelling Subsidiaries, (1) Seller Parent shallat Purchaser’s sole cost and expense, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have supervised, reasonable access, during normal business hours, hours and under reasonable circumstances to the properties, facilities, assets and books and records that constitute of Seller and the Selling Subsidiaries relating to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries (other than the Excluded Assets) and shall make available to Purchaser such personnel, offices financial and operating data and other facilities and properties that constitute available information with respect to the Business, the Purchased Assets, the Assumed Liabilities, the Miraclon Entities and the Transferred Subsidiaries, as Purchaser shall from time to provide time reasonably request (to the extent such other data or information is available under normal operating procedures). Seller shall and shall cause the Selling Subsidiaries to and shall use commercially reasonable efforts to cause its and their Representatives to reasonably cooperate with Purchaser and its Representatives in respect connection with such access and examination, and Purchaser and its Representatives shall reasonably cooperate with Seller, the Selling Subsidiaries and their Representatives, and Purchaser and its Representatives shall use commercially reasonable efforts to minimize any disruption to the operation of the Business as may businesses of Seller, the Selling Subsidiaries, the Transferred Subsidiaries or any of their Affiliates, including the Business. Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that (A) it could unreasonably disrupt the operation of the business of Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates or (B) Seller, any Selling Subsidiary, any Transferred Subsidiary or any of their respective Affiliates in good faith reasonably requested by Purchaser Parent for determine that such purposes access or examination could jeopardize the attorney-client privilege or other similar privilege or contravene any Law or Contract (provided, however, that in the event such access or examination could reasonably be expected to jeopardize any attorney-client or other similar privilege or violate any Law or Contract, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence). Notwithstanding anything herein to the contrary, from and after the date hereof to the earlier of (x) the termination of this Agreement and (2y) the Deferred Closing Date, (i) without the prior written consent of Seller, Purchaser Parent shallshall not, and shall cause its Subsidiaries Representatives and Affiliates not to, permit Seller Parent and its Representatives to have reasonable accesscontact any suppliers, during normal business hourscustomers, to the books and records of Purchaser and its Subsidiaries independent contractors, landlords, lessors, banks or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in other Person with whom Seller, any such record not related to the Purchaser Business)Selling Subsidiary, and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent any Transferred Subsidiary or any of its Subsidiaries to restrict their respective Affiliates have or prohibit such access or the provision of such informationhave had a business relationship, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the of Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of respect to matters not involving this Agreement and or the transactions contemplated hereby, whether prior to, on hereby or following the date of this Agreement, will be held by such Parent and its Affiliates and Representatives pursuant to the terms of the Confidentiality Agreement and extent required for Purchaser’s cooperation under Section 6.12. Subject to Section 6.12(d)2.6, the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.and

Information and Documents. (a) From and after the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during normal business hours, to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Buyer and given by or on behalf of the other Parent or any of its Affiliates or Representatives, Seller in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Buyer and its Affiliates Affiliates, agents and Representatives representatives as “Evaluation Material”, as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (cb) From and after the date Closing, upon reasonable advance notice, the Seller, on the one hand, and Buyer, on the other hand, shall permit the other party and its representatives to have access, during regular business hours upon 48 hours’ notice, to their assets and employees relating to Purchased Assets and books and records relating solely to the Purchased Assets and, for other books and records of the Seller relating only in part to the Purchased Assets, to the extent they can be reasonably redacted by Seller to remove the information that is not related to the Purchased Assets, and shall cause to be furnished or to be provided access to the other party and its representatives such financial, Tax and operating data and other available information with respect to the Purchased Assets, in each case in its then existing form, as such party and its representatives shall from time to time reasonably request in order to complete their legal and regulatory requirements and to complete their Tax returns and for any other reasonable business purpose, including in respect of litigation (other than litigation between the parties this Agreement until the earlier or their Affiliates) and insurance matters. Buyer and its Affiliates shall, for a period of six years after the Closing Date plus any additional time during which Seller advises Buyer that there is an ongoing Tax audit or investigation or regulatory or other investigation by a Governmental Authority with respect to such periods, keep such materials reasonably accessible and not destroy or dispose of such materials without the date on which written consent of Seller. Each party shall promptly reimburse the other for such other party’s reasonable out-of-pocket expenses associated with requests made by the requesting party under this Agreement is terminated pursuant Section 7.1, but no other charges shall be payable by the requesting party to Section 9.1the other party in connection with such requests. In the event either party reasonably determines that any such provision of any such information could be commercially detrimental, Seller Parent and its Subsidiaries violate any Law or contract, or result in the waiver any privilege, the parties shall consult take all commercially reasonable measures to permit the compliance with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Lettersuch obligations in a manner that avoids any such harm or consequence.

Information and Documents. (a) From and after the date of this Agreement hereof and to pending the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Closing, upon reasonable advance notice, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during regular normal business hours, to (i) the Real Property, and (ii) the books and records that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to such personnel, offices and other facilities and properties that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to provide furnish such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shallPurchaser; provided, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person Person or persons Persons designated by Seller Parent or Purchaser Parent; provided, as applicablehowever, in writingthat no such access shall unreasonably interfere with the Sellers’ and the Conveyed Subsidiaries’ (and their Subsidiaries’) operation of their respective businesses, including the Business; and provided, further, that each Parent and its Subsidiaries the Sellers may restrict the foregoing access or the provision of such information to the extent that, that (A) in the reasonable judgment of such Parentthe Sellers, (i) applicable Law requires such Parent or any of its Subsidiaries the Sellers to restrict or prohibit such access or the provision of to such information, (iiB) providing in the reasonable judgment of the Sellers, such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a is subject to confidentiality obligation obligations to a third party, (ivC) providing in the reasonable judgment of the Sellers, such access or information disclosure would result in disclosure of any proprietary information or any information that is competitively or commercially sensitive, (vD) in the case of access or information provided by Seller Parent, the information exclusively relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review exploration of strategic alternatives with respect to for the Purchaser BusinessBusiness by the Sellers or their respective Affiliates (or their Representatives) or their evaluation of the Business in connection therewith, including projections or other financial or other information relating thereto, (viE) providing such access or disclosure of any such information would reasonably be expected to could result in the loss or waiver of the attorney-client or other applicable privilege or protection. In (F) the event that information would give a Parent third party the right to terminate or its Subsidiaries restricts access or withholds information on accelerate the basis rights under any Contract of the foregoing clauses (i) through (vi)Business; provided, such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information that in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Laweach case, Seller Parent shall: (i) give reasonable notice to Purchaser of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.1), (ii) inform Purchaser with sufficient detail of the reason for such restriction or prohibition, and shall (iii) use its reasonable best efforts to cause its Affiliates to, provide Purchaser and its Subsidiaries access the documents or information that are subject to personnel records and other personnel information related such restriction or prohibition to the Business Employees and Former Business Employees be provided in a manner reasonably requested proposed by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related that would not reasonably be expected to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than violate such period of time required by applicable Lawrestriction or prohibition. It is further agreed that, prior to the Closing, each Parent Purchaser and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners suppliers of the other Parent Sellers or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser the Business and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (Seller Parent, which authorization shall not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent the Sellers or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets (other than Shared Contracts to the extent allocated to Purchaser pursuant to Section 6.26 or any Retained Liabilities. Notwithstanding the foregoing, or be required Seller Parent shall not have any obligation under this Section 6.1 to provide any copies of its Consolidated Tax Returns to Purchaser; provided, however, that if any such Tax Return relates to Purchaser’s Tax liability for a copy ofPost-Closing Tax Period, or otherwise disclose Seller Parent shall provide reasonable access to the contents ofrelevant information contained in such Tax Return to Purchaser (including, any at Seller Combined Parent’s reasonable discretion, by way of providing excerpted parts of such Tax Return, and redacted in no event shall Purchaser the manner Seller Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(ideems necessary), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Purchaser and given by or on behalf of the other Parent or any of its Affiliates or Representatives, Sellers in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates and Representatives as “Evaluation Material,” as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to as Confidential Information for purposes of Section 9.2(d)) notwithstanding any termination of this Agreement6.16. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant Closing, subject to Section 9.1, to the extent permitted by applicable Law and any applicable Governmental Order, upon reasonable advance noticenotice to Sellers, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and Sellers shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased AssetsBusiness Employees, and to such personnelthe assets, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser each Seller and its Subsidiaries or that are related the Conveyed Companies relating to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and shall make available to provide Purchaser such financial and operating data and other available information in with respect of to the Purchaser Business as may be Purchaser shall from time to time reasonably requested by Seller Parent for request; provided, that no such purposesaccess shall unreasonably interfere with Sellers' or the Conveyed Companies' operation of their respective businesses, including the Business; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information Sellers shall not be required to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or take any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach action which could constitute a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlprivilege. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Purchaser and given by or on behalf of Sellers and the other Parent or any of its Affiliates or Representatives, Conveyed Companies in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates and Representatives as "Evaluation Material", as defined in, and pursuant to the terms of, the Confidentiality Agreement; provided, that Purchaser may, on a confidential basis, share such Evaluation Material with potential debt or other financing sources (any such recipients to be treated as "Representatives" as defined in the Confidentiality Agreement) who acknowledge and agree to be bound by the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d), treat the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect Evaluation Material in accordance with the terms thereof; and provided, further, that Purchaser shall be liable for any breach by its Representatives of the terms of the Confidentiality Agreement. From and after the Closing, none of Sellers nor their terms Affiliates (subject other than the Conveyed Companies) nor any of their respective Representatives shall, except as required by Law or as necessary to Section 9.2(d)enforce its rights under this Agreement, (i) notwithstanding disclose to any termination Person any non-public information related to the Business, the Purchased Assets, the Assumed Liabilities or the Conveyed Companies (including, without limitation, any information which would be considered "Evaluation Material" pursuant to the Confidentiality Agreement) or (ii) waive any provision of any confidentiality agreement to which it is a party to the extent it relates to the Business, including any such agreements entered into as part of the sale process leading to this Agreement. (c) From If, at any time prior to the Closing, any Party becomes aware of any fact or circumstance relating to any Purchased Asset or either Conveyed Company that would make the representations and after the date warranties of Sellers contained in this Agreement until untrue or misleading, such Party agrees to promptly notify the earlier other Parties of such fact or circumstance. (d) It is expressly understood and agreed that, without the prior written consent of a Seller, which consent may be granted or withheld in each Seller's sole and absolute discretion, nothing in this Agreement shall be construed to grant Purchaser the right to perform any Phase I, Phase II or other environmental testing on any of the Closing Date and Real Property prior to the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure LetterClosing.

Information and Documents. (a) From and after the date of this Agreement hereof and prior to the earlier of the Closing Date and the date on which termination of this Agreement is terminated pursuant to Section 9.1Article IX, subject to the extent permitted by applicable Law and any applicable Order, upon reasonable advance noticenotice to Seller, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement Seller and the Ancillary Agreements, (1) Seller Parent shall, Selling Subsidiaries shall permit Purchasers and shall cause its Subsidiaries to, permit Purchaser Parent and its their Representatives to have supervised, reasonable access, during normal business hourshours and under reasonable circumstances, to the Seller Employees and to the assets and books and records of Seller, the Selling Subsidiaries and the Conveyed Entities relating to the Business (other than the Excluded Assets and the books and records that constitute Purchased Assets, related thereto) and shall make available to Purchasers such personnel, offices financial and operating data and other facilities and properties that constitute Purchased Assets, and to provide such other available information in with respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and as Purchasers shall from time to provide such other information in respect of the Purchaser Business as may be time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information request (to the extent thatsuch data or information is available under normal operating procedures). Seller and the Selling Subsidiaries shall use their commercially reasonable efforts to cause their Representatives to reasonably cooperate with Purchasers and their Representatives in connection with such access and examination, in and Purchasers and their Representatives shall reasonably cooperate with Seller, the Selling Subsidiaries and their Representatives, and Purchasers and their Representatives shall use their commercially reasonable judgment efforts to minimize any disruption to the operation of such Parentthe businesses of Seller, the Selling Subsidiaries or any of their Affiliates, including the Business. Notwithstanding anything herein to the contrary, (i) applicable Law requires no such Parent access or examination shall be permitted to the extent Seller, any Selling Subsidiary or any of its Subsidiaries to restrict or prohibit their respective Affiliates determine that such access or examination could jeopardize the provision of such informationattorney-client privilege or other similar privilege or contravene any Law or Contract (provided, (ii) providing such access would unreasonably interfere with however, that in the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing event such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would examination could reasonably be expected to result in the loss violate any Law or waiver of the Contract or jeopardize any attorney-client or other applicable privilege similar privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or protectionconsequence); and (ii) Seller, any Selling Subsidiary or any of their Affiliates may elect to use reasonable and customary procedures to limit disclosure of any information to certain Persons designated, at the request of Seller, any Selling Subsidiary or any of their Affiliates, as a “clean team” by Purchasers (which Persons must be reasonably acceptable to Seller and its Affiliates). In Notwithstanding anything herein to the event that a Parent or its Subsidiaries restricts access or withholds information on contrary, from and after the basis date hereof to the earlier of (x) the foregoing clauses termination of this Agreement and (y) the Closing Date, (i) through (vi)without the prior written consent of Seller, such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shallPurchasers shall not, and shall cause its Subsidiaries their Representatives and Affiliates not to, contact any suppliers, customers, independent contractors, landlords, lessors, banks or any other Person with whom Seller, any Selling Subsidiary or any of their respective Affiliates known by Purchasers to have a business relationship with respect to the Business, other than (w) initiating and holding discussions with customers of Purchasers and their Affiliates with respect to this Agreement and the transactions contemplated hereby (even if such customer is also a customer, supplier, independent contractor, landlord, lessor, bank or other Person with whom Seller, any Selling Subsidiary or any of their respective Affiliates has a business relationship with respect to the Business); provided, however, that Purchasers shall use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information consult with Seller, and consider in a manner that does not suffer from such impediments. Notwithstanding the foregoinggood faith Seller’s comments, (A) prior to the Closingmaking any such contacts, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, by or on behalf of the other Parent Purchasers or any of its Affiliates with respect to matters not involving this Agreement or Representativesthe transactions contemplated hereby or with respect to responding to inquiries regarding this Agreement or the transactions contemplated hereby, (y) in connection with the negotiation, execution, performance or consummation of seeking consents related to this Agreement and the transactions contemplated herebyhereby or (z) after receipt of the Required Regulatory Approval, whether for integration planning or transition planning purposes, and (ii) Purchasers shall not have any right to perform invasive investigations of the properties or facilities of Seller, any Selling Subsidiary or any of their Affiliates without the prior to, on written consent of Seller (which consent may be withheld for any or following no reason). None of Seller or any Selling Subsidiary makes any representation or warranty as to the date accuracy of this Agreement, will be held by such Parent and its Affiliates and Representatives any information provided (if any) pursuant to this Section 5.1(a), and Purchasers may not rely on the terms accuracy of any such information other than as expressly set forth in Seller’s and the Selling Subsidiaries’ representations and warranties contained in Article III. (b) It is expressly understood and agreed that, without the prior written consent of Seller (which consent may be withheld for any or no reason), nothing in this Agreement shall be construed to grant Purchasers the right to perform any Phase II or other invasive environmental testing on any of the Confidentiality Agreement and Section 6.12. Subject properties of the Selling Subsidiaries or the Conveyed Entities prior to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this AgreementClosing. (c) From At or before the Closing (or as soon as practicable thereafter, but in any event within five (5) Business Days following the Closing), Seller and after the Selling Subsidiaries shall deliver, or cause to be delivered, to Purchasers one or more USB drives containing (in a readable and otherwise reasonably acceptable format) complete and accurate copies of the contents of that certain electronic data room hosted by Intralinks (the “Data Room”), containing (i) all contents of the Data Room as of 12:01 a.m. on the date of this Agreement until the earlier hereof and as of the Closing Date and (ii) sufficient information for identifying the dates that such contents were added to the Data Room. (d) To the extent requested by Purchasers, Seller and the date on which this Agreement is terminated Selling Subsidiaries shall, at Purchaser’s sole cost and expense, cooperate with Purchasers in connection with obtaining executed estoppel certificates from (i) the landlords or lessors under the Real Property Leases or (ii) the tenants or lessees under any lease or sublease agreements (or similar agreements) pursuant to which any Selling Subsidiary or Conveyed Entity grants to any third party the right to use any Real Property. (e) Seller shall cooperate with Purchasers in connection with Purchasers obtaining a Title Policy and Survey for each parcel of Owned Real Property relating to the Xxxxx; provided, however, no new Survey will be required for the Mill located in Rancho Cucamonga, California, as Seller has provided an existing Survey, dated February 27, 2013, to the Title Company and, at Closing, will deliver a customary “no change” affidavit to the Title Company in form necessary to delete the standard survey exception from the applicable Title Policy. Seller, on the one hand, and Purchasers, on the other hand, equally bear the costs with respect to (i) the commercially reasonably premiums charged to issue the Title Policies and (ii) the commercially reasonable fees charged to obtain the Surveys for each of the Xxxxx required under this Section 9.15.1(e). (f) Seller shall (i) cause to be removed and discharged of record prior to Closing all Liens encumbering each parcel of Owned Real Property that are not Permitted Liens, Seller Parent (ii) cause to be removed and its Subsidiaries shall consult with and provide material updates discharged of record prior to Purchaser Parent regarding the matters disclosed Closing all Title Defects set forth on Section 6.1(cSchedule 1.1(h)(i), including (without limitation) by taking such actions as are prescribed or contemplated by Schedule 1.1(h)(i) of the Purchaser Seller Disclosure Letter with respect to the applicable Title Defect(s), and (iii) shall make commercially reasonable efforts to cause to be removed and discharged of record prior to Closing all Title Defects set forth on Schedule 1.1(h)(ii), including (without limitation) by taking such actions as are prescribed or contemplated by Schedule 1.1(h)(ii) of the Seller Disclosure Letter with respect to the applicable Title Defect(s). (g) At or prior to the Closing, Selling Subsidiary 1 shall use commercially reasonable efforts to terminate that certain Contract specified on Schedule 5.1(g) of the Seller Disclosure Letter; provided, however, that Selling Subsidiary 1 shall not be required to incur any Liability in connection therewith.

Information and Documents. (a) a. From and after the date of this Agreement hereof and to pending the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Closing, upon reasonable advance notice, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives to have reasonable access, during regular normal business hours, to (i) the Real Property, and (ii) the books and records that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to such personnel, offices and other facilities and properties that constitute Purchased Assets, of the Conveyed Subsidiaries (and their Subsidiaries) and the Sellers (in respect of the Business) and to provide furnish such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shallPurchaser; provided, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person Person or persons Persons designated by Seller Parent or Purchaser Parent; provided, as applicablehowever, in writingthat no such access shall unreasonably interfere with the Sellers’ and the Conveyed Subsidiaries’ (and their Subsidiaries’) operation of their respective businesses, including the Business; and provided, further, that each Parent and its Subsidiaries the Sellers may restrict the foregoing access or the provision of such information to the extent that, that (A) in the reasonable judgment of such Parentthe Sellers, (i) applicable Law requires such Parent or any of its Subsidiaries the Sellers to restrict or prohibit such access or the provision of to such information, (iiB) providing in the reasonable judgment of the Sellers, such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a is subject to confidentiality obligation obligations to a third party, (ivC) providing in the reasonable judgment of the Sellers, such access or information disclosure would result in disclosure of any proprietary information or any information that is competitively or commercially sensitive, (vD) in the case of access or information provided by Seller Parent, the information exclusively relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review exploration of strategic alternatives with respect to for the Purchaser BusinessBusiness by the Sellers or their respective Affiliates (or their Representatives) or their evaluation of the Business in connection therewith, including projections or other financial or other information relating thereto, (viE) providing such access or disclosure of any such information would reasonably be expected to could result in the loss or waiver of the attorney-client or other applicable privilege or protection. In (F) the event that information would give a Parent third party the right to terminate or its Subsidiaries restricts access or withholds information on accelerate the basis rights under any Contract of the foregoing clauses (i) through (vi)Business; provided, such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information that in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Laweach case, Seller Parent shall: (i) give reasonable notice to Purchaser of the fact that it is restricting or otherwise prohibiting access to any documents or information pursuant to this Section 6.1), (ii) inform Purchaser with sufficient detail of the reason for such restriction or prohibition, and shall (iii) use its reasonable best efforts to cause its Affiliates to, provide Purchaser and its Subsidiaries access the documents or information that are subject to personnel records and other personnel information related such restriction or prohibition to the Business Employees and Former Business Employees be provided in a manner reasonably requested proposed by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related that would not reasonably be expected to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than violate such period of time required by applicable Lawrestriction or prohibition. It is further agreed that, prior to the Closing, each Parent Purchaser and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners suppliers of the other Parent Sellers or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser the Business and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (Seller Parent, which authorization shall not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent the Sellers or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets (other than Shared Contracts to the extent allocated to Purchaser pursuant to the Logistics and Services Agreement) or any Retained Liabilities. Notwithstanding the foregoing, or be required Seller Parent shall not have any obligation under this Section 6.1 to provide any copies of its Consolidated Tax Returns to Purchaser; provided, however, that if any such Tax Return relates to Purchaser’s Tax liability for a copy ofPost-Closing Tax Period, or otherwise disclose Seller Parent shall provide reasonable access to the contents ofrelevant information contained in such Tax Return to Purchaser (including, any at Seller Combined Parent’s reasonable discretion, by way of providing excerpted parts of such Tax Return, and redacted in no event shall Purchaser the manner Seller Parent or any of its Affiliates, including deems necessary). b. All information received by Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all information received or otherwise obtained by either Parent or its Affiliates or Representatives from, given by or on behalf of the other Parent or any of its Affiliates or Representatives, Sellers in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Purchaser and its Affiliates and Representatives as “Evaluation Material,” as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to as Confidential Information for purposes of Section 9.2(d)) notwithstanding any termination of this Agreement6.16. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after During the period from the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Date, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent Sellers shall, and or shall cause its their Subsidiaries to, permit Purchaser Parent Buyer and its Representatives authorized representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased all Assets, and to such personnelemployees, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the Sellers and the Analytical Technologies Companies, in each case, relating to the Analytical Technologies Business, and shall furnish, or cause to be furnished, to Buyer, such financial, Tax and operating data and other available information with respect to the Analytical Technologies Business as Buyer shall from time to time reasonably request; provided, however, that such access shall not unreasonably interfere with the personnel, operations or properties of the Analytical Technologies Business or the Excluded Businesses and shall be subject to confidentiality obligations contemplated by Section 7.1(c) below and shall be at Buyer's sole expense. Notwithstanding anything to the contrary in this Agreement, none of Sellers or any of their Subsidiaries (including the Analytical Technologies Companies) shall be required to disclose or provide to Buyer or its Subsidiaries or that are authorized representatives any information (i) related to the Purchaser Sale Process or the possible sale of the Analytical Technologies Business (provided that Purchaser Parent may redact any with other portions of Excluded Businesses or Parent's or its representatives' evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties ordinary course of Purchaser and its Subsidiaries or that are related to the Purchaser Analytical Technologies Business, and (ii) the disclosure of which Parent determines in good faith, upon advice of outside counsel, is reasonably likely to provide such other information in respect of violate Law or breach the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant confidentiality obligation under any Contract to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such which Parent or any of its Subsidiaries is a party or is subject to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, so long as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its Sellers have made commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure obtain a waiver of the relevant information in confidentiality) or would cause a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Privilege which Parent or any of its AffiliatesSubsidiaries would be reasonably entitled to assert to be waived with respect to such information, including the Conveyed Subsidiaries or (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser iii) if Parent or any of its AffiliatesSubsidiaries, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding on the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shallone hand, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent Buyer or any of its Affiliates (includingSubsidiaries, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, however, that such information and access shall be disclosed or granted, as applicable, to external counsel for Buyer to the extent required for the purpose of complying with respect Regulatory Laws or any antitrust, competition or trade regulation Laws that are designed or intended to Seller Parent, protect the Conveyed Subsidiaries (national security or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) the national economy of any nation in connection with the transactions contemplated by this Agreement. In addition, notwithstanding anything herein to the contrary, Buyer shall not have the right to perform or conduct, or cause to be performed or conducted, any environmental sampling or testing at, in, on, or underneath the Real Property without the specific prior authorization by Parent. It is further agreed that neither Buyer nor its representatives shall contact any of the vendors, customers, creditors or suppliers of Parent or any of its Subsidiaries or Affiliates in connection with the transactions contemplated hereby, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (Parent, such authorization not to be unreasonably withheld, conditioned delayed or delayed); provided that the foregoing conditioned. Sellers shall not prevent any Parent or and shall cause their Subsidiaries and its Affiliates from operating and their respective employees, counsel and financial advisors to cooperate with Buyer, its representatives, auditors and counsel in the ordinary course of business and communicating connection with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to Agreement and the contrary contained herein, in no event shall Seller Parent preparation of any documents or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), other materials which may be required to provide any information as and to in connection with the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose transactions contemplated by the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlTransaction Documents. (b) Subject During the period between the date hereof and the Closing, Sellers shall provide financial statements and sales reports to Buyer in accordance (including as to content and timing) with Section 6.12, all 7.1(b) of the Sellers' Disclosure Schedule. (c) All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Buyer and given by or on behalf of Sellers, their Subsidiaries or the other Parent or any of its Affiliates or Representatives, Analytical Technologies Companies in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Buyer, the Designated Buyers and its Affiliates their Affiliates, agents and Representatives representatives as "Evaluation Material" as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement. Until Closing, Buyer shall not, and shall cause the Designated Buyers and its and their Affiliates not to, use any information obtained pursuant to this Section 7.1 for any purpose unrelated to the transactions described in this Agreement and or the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Life Technologies Purchase Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after the date of this Agreement hereof and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1until Closing, upon reasonable advance notice, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and Parties shall cause its Subsidiaries to, permit Purchaser Parent Buyer and its Representatives representatives to have reasonable access, during regular normal business hours, to such information regarding the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business Transferred Assets as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingBuyer; provided, that no such access shall unreasonably interfere with Seller Parties’ operation of business; and provided further, that each Parent and its Subsidiaries Seller Parties may restrict the foregoing access or the provision of such information to the extent that, that (A) in the reasonable judgment of such ParentSeller Parties, (i) any applicable Law requires such Parent or any of its Subsidiaries Seller Parties to restrict or prohibit such access or the provision of such to any information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (vB) in the case reasonable judgment of access or information provided by Seller ParentParties, the information relates is subject to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates confidentiality obligations to review of strategic alternatives with respect to the Purchaser Businessa Third Party, or (viC) providing such access or disclosure of any such information would reasonably be expected to or document could result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlprivilege. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Buyer and given by or on behalf of the other Parent or any either of its Affiliates or Representatives, Seller Parties in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Buyer and its Affiliates Affiliates, agents and Representatives representatives as “Confidential Information,” as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality this Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Confidentiality Agreement, as applicable. (c) From and after the date of this [***] Tarpon – Asset Purchase Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Strictly Confidential CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(cMARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) of the Purchaser Disclosure Letter.IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. 27 [***]

Information and Documents. (a) From and after During the period commencing on the date of this Agreement hereof and to ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.18.1, to Seller shall, and Seller shall cause the extent permitted by applicable Law and Target Companies to, upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit afford Purchaser Parent and its Representatives to have Representatives, reasonable access, access during normal business hours, hours to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assetsproperties, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related the Target Companies (including reasonable access to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business)Separate Returns, Tax provisions, and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect Tax basis records of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that Target Companies, all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, work papers used in the reasonable judgment preparation of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business Initial 1060 Allocations and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld Initial 338 Valuations and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) Allocations and, with respect to Purchaser ParentNextRx LLC, the apportionment data (i.e., property, payroll and sales information) used in determining state income Taxes in 2008), including for purposes of Purchaser and its SubsidiariesRepresentatives conducting audits, from time to time, of the Target Companies practices and procedures pursuant to Medicare, Medicaid and any other federal health care program (as such term is defined in 42 U.S.C. §1320a-7b(f)) in connection with the transactions contemplated by this Agreementactivities; provided, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing such access shall not prevent unreasonably disrupt the operations of Seller or any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this AgreementTarget Company. Notwithstanding anything to the contrary contained hereinin this Agreement, in no event shall none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), Target Company shall be required to provide any information as and or access that such Person reasonably believes could violate applicable Law, including Antitrust Laws, or the terms of any confidentiality agreement or confidentiality provision in any Contract, or impact any privilege, including the attorney/client privilege; provided, that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent it relates doing so would not (in the good faith belief of Seller (after consultation with counsel)) reasonably be likely to result in the violation of any Retained Businessessuch Contract or applicable Law, any Excluded Assets or any Retained Liabilitiesincluding Antitrust Laws, or reasonably be required likely to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, cause such privilege to be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, undermined with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlsuch information. (b) Subject to Section 6.12, all All information received by, or otherwise obtained by either Parent or made available to, Purchaser, its Affiliates or and Representatives from, by or on behalf of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent and Purchaser, its Affiliates and Representatives as "Confidential Information", as defined in, and pursuant to the terms of, the Confidentiality Agreement, which is incorporated herein by reference. All Confidential Information received by or made available to Seller, its Affiliates and Representatives in connection with this Agreement and the transactions contemplated hereby will be held by Seller and its Affiliates confidential for the term of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From It is expressly understood and after agreed that, without the date prior written consent of Seller, which consent may be granted or withheld in Seller's sole and absolute discretion, nothing in this Agreement until shall be construed to grant Purchaser, any of its Affiliates or any Representative the earlier right to perform any Phase I, Phase II or other environmental testing on any of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) properties of the Purchaser Disclosure LetterTarget Companies prior to the Closing.

Information and Documents. (a) From and after During the period commencing on the date of this Agreement hereof and to ending on the earlier of (i) the Closing Date and (ii) the date on which this Agreement is terminated pursuant to Section 9.18.1, to Seller shall, and Seller shall cause the extent permitted by applicable Law and Target Companies to, upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries to, permit afford Purchaser Parent and its Representatives to have Representatives, reasonable access, access during normal business hours, hours to the books and records that constitute Purchased Assets, and to such personnel, offices and other facilities and properties that constitute Purchased Assetsproperties, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related the Target Companies (including reasonable access to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business)Separate Returns, Tax provisions, and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect Tax basis records of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that Target Companies, all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writing; provided, further, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, work papers used in the reasonable judgment preparation of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access or the provision of such information, (ii) providing such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business Initial 1060 Allocations and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld Initial 338 Valuations and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) Allocations and, with respect to Purchaser ParentNextRx LLC, the apportionment data (i.e., property, payroll and sales information) used in determining state income Taxes in 2008), including for purposes of Purchaser and its SubsidiariesRepresentatives conducting audits, from time to time, of the Target Companies practices and procedures pursuant to Medicare, Medicaid and any other federal health care program (as such term is defined in 42 U.S.C. §1320a-7b(f)) in connection with the transactions contemplated by this Agreementactivities; provided, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing such access shall not prevent unreasonably disrupt the operations of Seller or any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this AgreementTarget Company. Notwithstanding anything to the contrary contained hereinin this Agreement, in no event shall none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), Target Company shall be required to provide any information as and or access that such Person reasonably believes could violate applicable Law, including Antitrust Laws, or the terms of any confidentiality agreement or confidentiality provision in any Contract, or impact any privilege, including the attorney/client privilege; provided, that the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent it relates doing so would not (in the good faith belief of Seller (after consultation with counsel)) reasonably be likely to result in the violation of any Retained Businessessuch Contract or applicable Law, any Excluded Assets or any Retained Liabilitiesincluding Antitrust Laws, or reasonably be required likely to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, cause such privilege to be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, undermined with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall controlsuch information. (b) Subject to Section 6.12, all All information received by, or otherwise obtained by either Parent or made available to, Purchaser, its Affiliates or and Representatives from, by or on behalf of the other Parent or any of its Affiliates or Representatives, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent and Purchaser, its Affiliates and Representatives as “Confidential Information”, as defined in, and pursuant to the terms of, the Confidentiality Agreement, which is incorporated herein by reference. All Confidential Information received by or made available to Seller, its Affiliates and Representatives in connection with this Agreement and the transactions contemplated hereby will be held by Seller and its Affiliates confidential for the term of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From It is expressly understood and after agreed that, without the date prior written consent of Seller, which consent may be granted or withheld in Seller’s sole and absolute discretion, nothing in this Agreement until shall be construed to grant Purchaser, any of its Affiliates or any Representative the earlier right to perform any Phase I, Phase II or other environmental testing on any of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) properties of the Purchaser Disclosure LetterTarget Companies prior to the Closing.

Information and Documents. (a) From and after the date of this Agreement hereof and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1pending Closing, upon reasonable advance notice, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, Sellers shall (1i) Seller Parent shall, and shall cause its Subsidiaries to, permit Purchaser Parent and its Representatives (including Representatives of the Financing Sources) to have reasonable access, during normal regular business hours, hours to the books all offices and records that constitute Purchased Assetsfacilities, and to such personnelthe assets, offices books, records, agreements, documents, data, files and other facilities and properties that constitute Purchased Assetspersonnel of, and to provide such other information in relating to the Business (including the Books and Records), (ii) furnish, or cause to be furnished, to Purchaser any financial and operating data and other information that is available with respect of to the Business as may be Purchaser from time to time reasonably requested by Purchaser Parent for such purposes requests and (2iii) Purchaser Parent shallinstruct the personnel, and shall cause their counsels and financial advisors to cooperate with Purchaser in its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to investigation of the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and including instructing its accountants to provide such other information in respect of the give Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingtheir work papers; provided, furtherhowever, that each Parent no such access shall unreasonably interfere in any material respect with Sellers’ operation of business; and its Subsidiaries provided further that Sellers may restrict the foregoing access or the provision of such information to the extent that, that (A) in the reasonable judgment of such ParentSellers, (i) any applicable Law requires such Parent or any of its Subsidiaries Sellers to restrict or prohibit such access or the provision of such to any information, (iiB) providing such access would unreasonably interfere with in the operation reasonable judgment of such Parent’s and its Subsidiaries’ respective businessesSellers, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a is subject to confidentiality obligation obligations to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Process, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (viC) providing such access or disclosure of any such information would reasonably be expected to or document could result in the loss or waiver of the attorney-client or other applicable privilege or protectionprivilege. In the event that a Parent or its Subsidiaries restricts access or withholds If Sellers seek to withhold information on the basis of the foregoing clauses (i) through (vi)from Purchaser for any reason permitted by this Section 6.1, such Parent shall, if permitted, inform the other Parent as Sellers and Purchaser shall cooperate in good faith to the general nature of what is being restricted or withheld implement appropriate and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements mutually agreeable measures to permit the disclosure of the relevant such information in a manner that does not suffer from such impediments. Notwithstanding to remove the foregoing, (A) prior to basis for the Closing, neither Parent, nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliatesobjection, including the Conveyed Subsidiaries (and their Subsidiaries)by arrangement of appropriate clean room procedures, shall provide Business Employee personnel files redaction or entry into a customary joint defense agreement with respect to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files information to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Lawbe so provided. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parentexcept as contemplated by Section 6.7, Purchaser and its Subsidiaries) Representatives shall not make any announcements or statements targeted at, or otherwise communicate directly with, any of the customers, manufacturers or suppliers of Sellers, in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (Sellers, which authorization shall not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Purchaser and given by or on behalf of the other Parent or any of its Affiliates or Representatives, Sellers in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will hereby shall be held by such Parent Purchaser and its Affiliates Affiliates, agents and Representatives as “Evaluation Material”, as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date No information or access provided to a Party or its Representatives pursuant to this Section 6.1, or any other investigation made by or on behalf of this Agreement until the earlier such Party, shall affect or be deemed to modify any of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) representations or warranties of the Purchaser Disclosure Letterother Party contained in this Agreement, the Ancillary Agreements or any agreement or certificate delivered in connection herewith and therewith, any covenants or agreements by such other Party hereunder or thereunder, or the conditions hereunder to the obligations of such Party. (d) Each Party hereto shall give prompt written notice to the other Party hereto, of any event, state of facts, occurrence, circumstance, development or change that, individually or in combination with any other event, state of facts, occurrence, circumstance, development or change, individually or in the aggregate, with respect to Sellers, is or would reasonably be expected to have a Material Adverse Effect or, with respect to either Party, is or would reasonably be expected to cause any failure of any of the conditions hereunder to the obligations of either Party.

Information and Documents. (a) From and after During the period from the date of this Agreement and to the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1Date, to the extent permitted by applicable Law and upon reasonable advance notice, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent ASD shall, and or shall cause its Subsidiaries to, permit Purchaser Parent Buyers and its Representatives their authorized representatives to have reasonable access, during regular normal business hours, to the books and records that constitute Purchased Assetsassets, and to such personnelemployees, offices and other facilities and properties that constitute Purchased Assets, and to provide such other information in respect of the Business as may be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser the Sellers, the B&K Companies and its the Subsidiaries or that are related of the B&K Companies, in each case, relating to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser B&K Business, and shall furnish, or cause to provide be furnished, to Buyers, such financial, tax and operating data and other available information in with respect of to the Purchaser B&K Business as may be Buyers shall from time to time reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingrequest; provided, furtherhowever, that each Parent and its Subsidiaries may restrict the foregoing access or the provision of such information to the extent that, in the reasonable judgment of such Parent, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit no such access or the provision of such information, (ii) providing such access would shall unreasonably interfere with the operation personnel, operations or properties of such Parent’s the B&K Business or the Excluded Businesses, shall be subject to confidentiality restrictions imposed by Law and its Subsidiariesshall be at Buyers’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any information that is competitively or commercially sensitive, (v) in the case of access or information provided by Seller Parent, the information relates sole expense. Notwithstanding anything to the Strategic Process, or contrary in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives with respect to the Purchaser Business, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure of the relevant information in a manner that does not suffer from such impediments. Notwithstanding the foregoing, (A) prior to the Closingthis Agreement, neither Parent, the Sellers nor any of its Affiliates and Representatives, shall conduct any phase II environmental site assessment or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent or its their Subsidiaries and (B) prior to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (B&K Companies and their Subsidiaries), shall be required to disclose or provide Business Employee personnel files to Purchaser Parent Buyers or their authorized representatives any information (i) related to the Sale Process or ASD’s or its Affiliates representatives’ evaluation thereof, including projections, financial or Representatives and none other information related thereto other than projections, financial or other information prepared in the ordinary course of Purchaser Parent the B&K Business without being primarily prepared for the Sale Process, (ii) which ASD believes in good faith that doing so is reasonably likely to violate any Contract or Law to which ASD or any of its AffiliatesSubsidiaries is a party or is subject or cause a Privilege which ASD or any of its Subsidiaries would be entitled to assert to be undermined with respect to such information, including Purchaser or (and iii) if ASD or any of its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent on the one hand, and Buyer or any of its Affiliates or RepresentativesSubsidiaries on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto. Notwithstanding the foregoingIn addition, following Closing (x) notwithstanding anything herein to the extent permitted by Lawcontrary, Seller Parent shallprior to Closing, and Buyers shall not have the right to perform or conduct, or cause its Affiliates toto be performed or conducted, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to any environmental sampling or testing at, in, on, or underneath the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable LawReal Property. It is further agreed that, prior to the Closing, each Parent Buyers and its Affiliates and Representatives their representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors customers or other business partners suppliers of the other Parent ASD or any of its Subsidiaries or Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreementhereby, whether in person or by telephone, mail mail, or other means of communication, without the specific prior authorization by the other Parent (ASD, which authorization shall not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)) shall control. (b) Subject to Section 6.12, all All information received or otherwise obtained by either Parent or its Affiliates or Representatives from, Buyers and given by or on behalf of the other Parent Sellers, the B&K Companies or any the Subsidiaries of its Affiliates or Representatives, the B&K Companies in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, hereby will be held by such Parent Buyers, the Designated Buyers and its Affiliates their Affiliates, agents and Representatives representatives as “Confidential Information” as defined in, and pursuant to the terms of the Confidentiality Agreement and Section 6.12. Subject to Section 6.12(d)of, the Confidentiality Agreement Agreement. Each Buyer shall not, and shall cause its Designated Buyers and its and their Affiliates not to, use any information obtained pursuant to this Section 7.1 for any purpose unrelated to the Clean Team Agreement shall remain transactions described in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.

Information and Documents. (a) From and after the date of this Agreement and time to time prior to the earlier of the Closing Date Closing, upon reasonable advance notice and the date on which this Agreement is terminated pursuant to Section 9.1, to the extent permitted by applicable Law and upon reasonable advance noticeLaw, and solely for purposes of integration planning or in furtherance of the transactions contemplated by this Agreement and the Ancillary Agreements, (1) Seller Parent shall, and shall cause its Subsidiaries Affiliates to, permit Purchaser Parent and its Representatives representatives to have reasonable access, during normal business hours, to such personnel of, and, to the books and records that constitute extent relating to the Purchased Assets, and to such personnelbooks, offices records, agreements, documents, databases, files and other facilities documentation in the possession or control of Seller and properties that constitute Purchased Assets, and to provide such other information in respect of the Business its Affiliates as may reasonably be reasonably requested by Purchaser Parent for such purposes and (2) Purchaser Parent shall, and shall cause its Subsidiaries to, permit Seller Parent and its Representatives to have reasonable access, during normal business hours, to the books and records of Purchaser and its Subsidiaries or that are related to the Purchaser Business (provided that Purchaser Parent may redact any information in any such record not related to the Purchaser Business), and to such personnel, offices and other facilities and properties of Purchaser and its Subsidiaries or that are related to the Purchaser Business, and to provide such other information in respect of the Purchaser Business as may be reasonably requested by Seller Parent for such purposes; provided that all requests for access pursuant to this Section 6.1 shall be directed to and coordinated with a person or persons designated by Seller Parent or Purchaser Parent, as applicable, in writingPurchaser; provided, furtherhowever, that each Parent such access shall not unreasonably interfere with Seller’s or such Affiliates’ operation of their respective businesses; and its Subsidiaries provided, further that any portions of any such documents that do not relate to the Purchased Assets or the Assumed Liabilities may be redacted before Seller makes available copies of any such documentation or originals thereof to Purchaser. Notwithstanding the foregoing, Seller may restrict the foregoing access or the provision of such information to the extent that, that (i) in the reasonable judgment of such ParentSeller, (i) applicable Law requires such Parent or any of its Subsidiaries to restrict or prohibit such access to documentation or the provision information therein would result in a violation of such informationconfidentiality obligations to a Third Party, and (ii) providing disclosure of any such access would unreasonably interfere with the operation of such Parent’s and its Subsidiaries’ respective businesses, including the Business and the Purchaser Business, as applicable, (iii) providing such access or information would breach a confidentiality obligation to a third party, (iv) providing such access or information would result in disclosure of any proprietary information that is competitively or commercially sensitivetrade secrets of Seller, (v) in the case of access or information provided by Seller Parent, the information relates to the Strategic Processits Affiliates, or in the case of access or information provided by Purchaser Parent, the information relates to review of strategic alternatives any other Person (other than with respect to the Purchaser BusinessPurchased Assets or Assumed Liabilities); provided, or (vi) providing such access or disclosure of any such information would reasonably be expected to result in the loss or waiver of the attorney-client or other applicable privilege or protection. In the event that a Parent or its Subsidiaries restricts access or withholds information on the basis of the foregoing clauses (i) through (vi), such Parent shall, if permitted, inform the other Parent as to the general nature of what is being restricted or withheld and the reason therefor, and such Parent shall, and Seller shall cause its Subsidiaries to, use its commercially reasonable efforts to make appropriate substitute arrangements to permit disclosure minimize the amount of the relevant information in a manner that does not suffer from such impedimentsso restricted. Notwithstanding the foregoing, (A) prior to the Closing, neither Parent, nor any of its Affiliates The documentation and Representatives, shall conduct any phase II environmental site assessment other information obtained or conduct any invasive testing or any sampling of soil, sediment, surface water, groundwater or building material at, on, under or within any property of the other Parent received by Purchaser or its Subsidiaries and (B) prior representatives pursuant to Closing, none of Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), shall provide Business Employee personnel files to Purchaser Parent or its Affiliates or Representatives and none of Purchaser Parent or any of its Affiliates, including Purchaser (and its Subsidiaries), shall provide Purchaser Business Employee personnel files to Seller Parent or its Affiliates or Representatives. Notwithstanding the foregoing, following Closing (x) to the extent permitted by Law, Seller Parent shall, and shall cause its Affiliates to, provide Purchaser and its Subsidiaries access to personnel records and other personnel information related to the Business Employees and Former Business Employees reasonably requested by Purchaser and its Subsidiaries and (y) Seller Parent shall, and shall cause its Affiliates to, retain all material records related to the Business Employees and Former Business Employees in accordance with Seller Parent’s records retention policies and, in no event, for less than such period of time required by applicable Law. It is further agreed that, prior to the Closing, each Parent and its Affiliates and Representatives shall not contact any of the directors, officers, employees, agents, customers, suppliers, licensors, licensees, distributors or other business partners of the other Parent or any of its Affiliates (including, with respect to Seller Parent, the Conveyed Subsidiaries (or their Subsidiaries) and, with respect to Purchaser Parent, Purchaser and its Subsidiaries) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior authorization by the other Parent (not to be unreasonably withheld, conditioned or delayed); provided that the foregoing shall not prevent any Parent or its Affiliates from operating in the ordinary course of business and communicating with such parties on matters unrelated to the Business or the Purchaser Business, as applicable, and the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, in no event shall Seller Parent or any of its Affiliates, including the Conveyed Subsidiaries (and their Subsidiaries), be required to provide any information as and to the extent it relates to any Retained Businesses, any Excluded Assets or any Retained Liabilities, or be required to provide a copy of, or otherwise disclose the contents of, any Seller Combined Tax Return, and in no event shall Purchaser Parent or any of its Affiliates, including Purchaser and its Subsidiaries, be required to provide any information as and to the extent it relates to any Purchaser Parent Retained Businesses or any Purchaser Parent Retained Liabilities. The Parties agree that, with respect to any matters that are the subject of both this Section 6.1(a) and Section 6.5(i), the provisions of Section 6.5(i) (and not this Section 6.1(a)7.1(a) shall controlbe subject to Section 10.8 below; provided, however, that any such documentation or information that constitutes privileged attorney-client communication or attorney work product will be deemed disclosed by Seller under the Joint Privilege Agreement and will be deemed “Privileged Information” thereunder (as defined therein). (b) Subject Seller shall be entitled to Section 6.12retain one copy of any documentation of any Purchased Assets transferred to Purchaser for archival purposes, all information received or otherwise obtained by either Parent or its Affiliates or Representatives fromprovided, by or on behalf of the other Parent or any of its Affiliates or Representativeshowever, in connection with the negotiation, execution, performance or consummation of this Agreement and the transactions contemplated hereby, whether prior to, on or following the date of this Agreement, will be held by such Parent that Seller and its Affiliates and Representatives may use copies of any documentation of the Transferred Know-How pursuant to the terms of the Confidentiality Agreement and its license rights under Section 6.12. Subject to Section 6.12(d7.4(c), the Confidentiality Agreement and the Clean Team Agreement shall remain in full force and effect in accordance with their terms (subject to Section 9.2(d)) notwithstanding any termination of this Agreement. (c) From and after the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated pursuant to Section 9.1, Seller Parent and its Subsidiaries shall consult with and provide material updates to Purchaser Parent regarding the matters disclosed on Section 6.1(c) of the Purchaser Disclosure Letter.