Common use of Information Pending Closing Clause in Contracts

Information Pending Closing. (a) From the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), the Company shall provide Parent and its Representatives, as reasonably requested by Parent, reasonable access at reasonable times and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere with the business or operations of the Acquired Companies. Notwithstanding the foregoing, the Company shall not be required to provide any information (a) which any Seller reasonably believes it or the Acquired Companies are prohibited from providing to Parent by reason of applicable Law, (b) which in the opinion of legal counsel to the Sellers, will result in the loss of attorney/client privilege, (c) which the Sellers or the Acquired Companies are required to keep confidential or prevent access to by reason of any Contract with a third party, (d) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ counsel, might reasonably result in antitrust difficulties for the Sellers or their Affiliates or (e) relating to any potential sale of any of the Acquired Companies or the Facility to any other Person, provided that the Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of clause (a) of this sentence apply. Notwithstanding anything contained herein, during the Interim Period, Parent shall not be permitted to contact any of the Acquired Companies’ employees, vendors, customers or suppliers regarding the transactions contemplated by this Agreement without receiving prior written authorization from the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, all information provided pursuant to this Section 6.01 shall be subject to the Confidentiality Agreement; provided, however that Parent shall be permitted to contact certain of the Acquired Companies’ employees, vendors, customers or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companies.

Information Pending Closing. (a) From the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), the Seller shall provide, and shall cause DGG and the Acquired Company shall provide Parent to provide, the Purchaser and its RepresentativesRepresentatives with access to (x) the Facility, (y) the officers and employees of the Acquired Company and of the Seller Parties and (z) information as to the Acquired Company and its operations for any purposes reasonably related to this Agreement, as reasonably requested by Parent, reasonable access at reasonable times the Purchaser and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere information is readily available to the Acquired Company or can be obtained by the Acquired Company without any material interference with the business or operations of the Acquired CompaniesCompany. Notwithstanding the foregoing, the Acquired Company shall not be required to provide any information (ai) which any the Seller reasonably believes it or the Acquired Companies are Company is prohibited from providing to Parent the Purchaser by reason of applicable Law, (b) which in the opinion of legal counsel constitutes or allows access to the Sellers, will result in the loss of information protected by attorney/—client privilege, (c) privilege or which the Sellers Seller or the Acquired Companies are Company is required to keep confidential or prevent access to by reason of any Contract with a third partyThird Party, (dii) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ Seller’s counsel, might reasonably result in antitrust difficulties for the Sellers Seller or their its Affiliates or (eiii) relating to any potential sale of any of the Acquired Companies Company or the Facility to any other Person, ; provided that the Parties will Seller shall use its commercially reasonable efforts to make appropriate substitute disclosure arrangementsdisclose the information described in clauses (i) and (ii) (or as much of such information as possible) in a manner that does not violate applicable Law, result in the loss of attorney—client privilege or seek appropriate waivers or consentsviolate any confidentiality restriction, under circumstances in which and shall notify the restrictions Purchaser of clause (a) any information that it is not providing pursuant to the limitations of this sentence applysentence. Notwithstanding anything contained herein, during from the Interim Perioddate of this Agreement through the Closing, Parent the Purchaser shall not be permitted to contact any of the Acquired Companies’ Company’s employees, independent contractors, distributors, vendors, customers or suppliers regarding the transactions contemplated by this Agreement without receiving prior written authorization from the SellersSeller, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, all information provided pursuant to this Section 6.01 shall be subject to the Confidentiality Agreement; provided, however that Parent shall be permitted to contact certain of the Acquired Companies’ employees, vendors, customers or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companies.

Information Pending Closing. (a) From the date of this Agreement through the earlier of Closing, Seller shall (a) provide Buyer and its Representatives with information as to the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”)Acquired Assets, the Company shall provide Parent Assumed Liabilities, the Business and its Representativesthe Projects and their material operations, as reasonably requested by Parent, reasonable access at reasonable times Buyer and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere information is readily available to Seller or can be obtained by Seller without any material interference with the business Business or operations of the Projects and (b) upon reasonable notice, at Buyer’s sole cost and expense, afford Buyer and its Representatives reasonable access during normal business hours to the Acquired CompaniesAssets, including the properties, books and records, Contracts and other documents relating thereto, and appropriate Representatives of Seller and the Projects, as reasonably requested by Buyer, so long as the same does not materially interfere with the Business or the operations of the Projects. Notwithstanding the foregoing, the Company Seller shall not be required to provide any information information, or access to any books, records or other information, (ai) which any Seller reasonably believes believes, upon advice of Seller’s counsel, (A) it or the Acquired Companies are is prohibited from providing to Parent Buyer by reason of applicable Law, (bB) which in the opinion of legal counsel to the Sellers, will result in the loss of would compromise any attorney/client privilege, or (cC) which the Sellers or the Acquired Companies are Seller is required to keep confidential or prevent access to by reason of any Contract with a third party, Third Party in effect on the date hereof or (dii) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ Seller’s counsel, might would reasonably be expected to result in antitrust difficulties for the Sellers or their Affiliates or (e) relating to any potential sale a violation of any of the Acquired Companies antitrust or the Facility to any other Person, provided that the Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of clause (a) of this sentence applyLaws. Notwithstanding anything contained herein, during from the Interim Perioddate of this Agreement through the Closing, Parent Buyer shall not be permitted to contact any of the Acquired Companies’ employeesPlant Employees, vendors, customers or suppliers regarding the transactions suppliers, or any Governmental Entities (except in connection with applications for Buyer’s Required Consents in connection with this Agreement, Buyer’s performance of its obligations pursuant to ‎Section 5.07 and ‎Section 5.08 or as otherwise contemplated by this Agreement Agreement) regarding the operations of the Projects without receiving prior written authorization from Seller. Neither Buyer nor any of its Representatives shall have the Sellers, which consent shall not be unreasonably withheld, conditioned right to undertake or delayedconduct any Phase II investigation or other environmental sampling at any of the properties of the Projects. For the avoidance of doubt, all information provided by Seller pursuant to this Section 6.01 ‎5.01 shall be subject to the Confidentiality Agreement; provided, however that Parent shall be permitted to contact certain of the Acquired Companies’ employees, vendors, customers or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companies.

Information Pending Closing. (a) From the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”)its terms, the Company Seller shall provide Parent Buyer and its RepresentativesRepresentatives with (a) information as to the Acquired Companies and their operations, as reasonably requested by Parent, reasonable access at reasonable times Buyer and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere information is reasonably available to Seller or can be obtained by Seller without any material interference with the business or operations of the Acquired CompaniesCompanies and (b) upon reasonable prior notice to Seller (i) reasonable access to the Acquired Companies and the Projects and (ii) telephone access, up to three times per week, upon reasonable notice and during normal business hours, to the personnel of the Acquired Companies set forth on Section 6.01 of the Seller Disclosure Schedule; provided, that Buyer shall provide a Representative of Seller with the opportunity to attend any call between a Representative of Buyer and such personnel of any Acquired Company. Notwithstanding the foregoing, the Company Seller shall not be required to provide any information (a) which any Seller reasonably believes it or the any Acquired Companies are Company is prohibited from providing to Parent Buyer by reason of applicable Law, (b) which in the opinion of legal counsel constitutes or allows access to the Sellers, will result in the loss of information protected by attorney/client privilege, (c) or which the Sellers Seller or the Acquired Companies are required to keep confidential or prevent access to by reason of any Contract with a third party; provided, (d) relating to pricing or other matters in each such case, that are highly sensitive if the exchange Seller shall inform Buyer of any such documents (or portions thereof) or restriction on providing any information, and the Parties shall cooperate in good faith to enter into a mutually acceptable arrangement to allow Buyer access to such information, including entering into a common interest agreement, seeking third party Consents, and/or establishing a process that, through the use of steps such as determined by targeted redactions, provision of information to counsel to review and summarize for Buyer, or use of a “clean room” environment for analysis and review of information, will provide Buyer with timely access to the Sellers’ counsel, might reasonably result in antitrust difficulties for the Sellers or their Affiliates or (e) relating to any potential sale of any substance of the Acquired Companies or the Facility to any other Person, provided that the Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances information described in which the restrictions of clause (a) of this sentence applySection 6.01. Notwithstanding anything contained herein, during from the Interim Perioddate of this Agreement through the Closing, Parent Buyer shall not be permitted to contact any of the Acquired Companies’ employees, vendors, customers or suppliers regarding suppliers, or any Governmental Entities (except (i) ordinary course contacts that are unrelated to the transactions contemplated by hereby or (ii) in connection with applications for governmental Consents in connection with this Agreement Agreement) regarding the operations or legal status of the Acquired Companies without receiving prior written authorization from the SellersSeller, which consent authorization shall not be unreasonably withheld, conditioned or delayed. Following the Closing, Seller shall be entitled to retain copies (at Seller’s sole cost and expense) of all books and records (including Tax Returns and materials related to Taxes with respect to the Acquired Companies) relating to its ownership and/or operation of the Acquired Companies and their respective Businesses prior to Closing; provided, that Seller shall be subject to an obligation to maintain and preserve the confidentiality of all such information to the same extent as Buyer’s confidentiality obligation under the Confidentiality Agreement. For the avoidance of doubt, all information provided by Seller pursuant to this Section 6.01 shall be subject to the Confidentiality Agreement; provided, however that Parent shall be permitted to contact certain of the Acquired Companies’ employees, vendors, customers or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companies.

Information Pending Closing. (a) From the date of this Agreement through the earlier of Closing, Seller shall provide Buyer and its Representatives with information and documents as to Seller and its material operations, including the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”)Facilities, the Company shall provide Parent Acquired Assets and its Representativesthe Assumed Liabilities, as reasonably requested by Parent, reasonable access at reasonable times Buyer and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere information is readily available to Seller or can be obtained by Seller without any material interference with the business or operations of Seller. Until the Acquired CompaniesClosing, as soon as reasonably practicable after the end of each calendar month, and to the extent that Seller or any of its Affiliates has historically prepared such financial information for internal purposes, Seller shall deliver to Buyer an unaudited consolidated balance sheet as of the end of such month, together with related consolidated statement of operations and cash flow for Seller for the period beginning on January 1 of such year and ending on the last day of such month, in each case prepared consistent with the Financial Statements. Notwithstanding the foregoing, the Company Seller shall not be required to provide any information which (a) which any Seller reasonably believes it or the Acquired Companies are is prohibited from providing to Parent Buyer by reason of applicable Law, (b) which in Seller reasonably believes the opinion disclosure of legal counsel to which will waive the Sellers, will result in the loss of attorney/client privilege, (c) or which the Sellers or the Acquired Companies are Seller is required to keep confidential or prevent access to by reason of any Contract with a third partyparty (provided, (d) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ counsel, might reasonably result in antitrust difficulties for the Sellers or their Affiliates or (e) relating to any potential sale of any of the Acquired Companies or the Facility to any other Person, provided that the Parties will Seller shall use commercially reasonable efforts to make appropriate substitute disclosure arrangementsobtain any such Consent to be permitted to provide the requested information or otherwise provide the requested information in a manner that would not be prohibited or would not result in a waiver of attorney/client privilege, including by providing it in summary or seek appropriate waivers redacted form) or consents, (b) relates to competitively sensitive information that Seller’s counsel reasonably determines to be impermissible under circumstances in which the restrictions of clause (a) of this sentence applyfederal or state antitrust Laws. Notwithstanding anything contained herein, during from the Interim Perioddate of this Agreement through the Closing, Parent Buyer shall not be permitted to contact Seller’s employees (including any of the Acquired Companies’ employeesPlant Employees), vendors, customers or suppliers regarding in connection with the transactions contemplated by this Agreement hereby without receiving prior written authorization from the SellersSeller, which consent such authorization shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, all information provided by Seller pursuant to this Section 6.01 5.01 shall be subject to the Confidentiality Agreement; provided, however that Parent shall be permitted to contact certain of the Acquired Companies’ employees, vendors, customers or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companies.

Information Pending Closing. (a) From the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), the Company shall provide Parent Purchaser and its Representatives, as reasonably requested by ParentPurchaser, reasonable access at reasonable times and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere with the business or operations of the Acquired Companies. Notwithstanding the foregoing, the Company shall not be required to provide any information (a) which any Seller reasonably believes it or the Acquired Companies are prohibited from providing to Parent Purchaser by reason of applicable Law, (b) which in the opinion of legal counsel to the Sellers, will result in the loss of attorney/client privilege, (c) which the Sellers or the Acquired Companies are required to keep confidential or prevent access to by reason of any Contract with a third party, (d) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ counsel, might reasonably result in antitrust difficulties for the Sellers or their Affiliates or (e) relating to any potential sale of any of the Acquired Companies or the Facility Facilities to any other Person, provided that the Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of clause (a) of this sentence apply. Notwithstanding anything contained herein, during the Interim Period, Parent Purchaser shall not be permitted to contact any of the Acquired Companies’ employees, vendors, customers or suppliers regarding the transactions contemplated by this Agreement without receiving prior written authorization from the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, all information provided pursuant to this Section 6.01 shall be subject to the Confidentiality Agreement; provided, however that Parent Purchaser shall be permitted to contact certain of the Acquired Companies’ employees, vendors, customers or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companies.

Information Pending Closing. (a) From the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), the Company Sellers shall use commercially reasonable efforts to provide Parent the Purchaser and its RepresentativesRepresentatives with information as to the Acquired Companies and their material operations for purposes reasonably related to this Agreement, as reasonably requested by Parent, reasonable access at reasonable times the Purchaser and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere information is readily available to the Sellers or can be obtained by the Sellers without any material interference with the business or operations of the Acquired Companies. Notwithstanding the foregoing, the Company Sellers shall not be required to provide any information (ai) which any Seller reasonably believes it or the any Acquired Companies are Company is prohibited from providing to Parent the Purchaser by reason of applicable Law, (b) which in the opinion of legal counsel constitutes or allows access to the Sellers, will result in the loss of information protected by attorney/client privilege, (c) or which the Sellers such Seller or the Acquired Companies are Company is required to keep confidential or prevent access to by reason of any Contract with a third party, (d) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ counsel, might reasonably result in antitrust difficulties for the Sellers or their Affiliates or (eii) relating to any potential sale of any of the an Acquired Companies Company or the a Facility to any other Person, provided that the Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements, . All requests for access or seek appropriate waivers or consents, under circumstances in which the restrictions of clause (a) of this sentence apply. Notwithstanding anything contained herein, during the Interim Period, Parent shall not be permitted to contact any of the Acquired Companies’ employees, vendors, customers or suppliers regarding the transactions contemplated by this Agreement without receiving prior written authorization from the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, all information provided pursuant to this Section 6.01 shall be subject directed to the Confidentiality Agreement; providedSellers or their designees. Notwithstanding anything contained herein, however that Parent from the date of this Agreement through the Closing, the Purchaser shall not be permitted to (and shall cause its Affiliates and their respective Representatives not to) contact certain of any Seller’s, its Affiliates’ or the Acquired Companies’ respective equity owners, employees, vendors, customers or customers, suppliers, Representatives or other material commercial counterparty of any Acquired Company without prior authorization from such Seller. Notwithstanding anything in coordination with this Agreement to the Companycontrary, for prior to the sole purpose Closing, Purchaser and its Representatives shall not be permitted to perform any environmental sampling at any Facility, including sampling of discussing the transition in ownership of the Acquired Companiessoil, groundwater, surface water, building materials or air or wastewater emissions.

Information Pending Closing. (a) From the date of this Agreement through until the earlier of the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), the Company Sellers shall provide Parent Purchaser and its RepresentativesRepresentatives as to the Acquired Companies (and shall use Commercially Reasonable Efforts to provide as to the JV Entities), as reasonably requested by ParentPurchaser (x) information to the extent such information is readily available to Sellers or can be obtained by Sellers without any unreasonable interference with the Business or operations of Sellers, the Acquired Companies or the JV Entities and (y) reasonable access at reasonable times and upon reasonable prior notice during normal business hours, to the officers and employeesofficers, properties and books and records of the Acquired CompaniesCompanies and the JV Entities, but only to the extent such access does not unreasonably interfere with the business Business or operations of Sellers, the Acquired CompaniesCompanies or the JV Entities. Notwithstanding the foregoing, the Company Sellers shall not be required to provide any information (a) which any Seller Sellers reasonably believes it or believe they, the Acquired Companies or the JV Entities are prohibited from providing to Parent Purchaser by reason of applicable Law, (b) which in the opinion which, based on advice of legal counsel Counsel, constitutes or allows access to the Sellers, will result in the loss of information protected by attorney/client privilege, (c) or which the Sellers or Sellers, the Acquired Companies or the JV Entities are required to keep confidential or prevent access to by reason of any Contract with a third party, (db) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ counsel, might reasonably result in antitrust difficulties for the Sellers or their Affiliates or (ec) relating to any potential sale of any of the Acquired Companies or the Facility Equity Interest in any JV Entity to any other Person, provided that the Parties will use commercially reasonable efforts to make appropriate substitute disclosure arrangements, or seek appropriate waivers or consents, under circumstances in which the restrictions of clause (a) of this sentence apply. Notwithstanding anything contained herein, during the Interim Period, Parent (i) Purchaser shall not be permitted to contact any of Sellers, the Acquired Companies’ or the JV Entities’ respective equity owners, officers, employees, vendors, customers or suppliers regarding the transactions contemplated by this Agreement without receiving prior written authorization from the Sellers, other than unrelated to the transactions contemplated by this Agreement, and (ii) Sellers shall be entitled to take, or cause or permit any Acquired Company or JV Entity to take, any COVID Actions which consent shall not may limit Purchaser’s physical access which it would otherwise be unreasonably withheld, conditioned or delayedentitled to undertake as set forth herein (provided Sellers are treated substantially the same as other third parties with respect to such COVID Actions). For the avoidance of doubt, all All information provided pursuant to this Section 6.01 shall be subject to the Confidentiality Agreement; providedAgreement (as defined below). Notwithstanding anything in this Agreement to the contrary, however that Parent prior to the Closing, Purchaser and its Representatives shall not be permitted to contact certain perform any environmental sampling at any Real Property, including sampling of the Acquired Companies’ employeessoil, vendorsgroundwater, customers surface water, building materials or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companiesair or wastewater emissions.

Information Pending Closing. (a) From the date of this Agreement through the earlier of the Closing or the termination of this Agreement pursuant to Section 10.01 (the “Interim Period”), the Company Seller shall provide Parent provide, and shall cause DPG and the Acquired Companies to provide, the Purchaser and its RepresentativesRepresentatives with access to (x) the Facilities, (y) the officers and employees of the Acquired Companies and of the Seller Parties and (z) information as to the Acquired Companies and their operations for purposes reasonably related to this Agreement, as reasonably requested by Parent, reasonable access at reasonable times the Purchaser and upon reasonable prior notice during normal business hours, to the officers and employees, properties and books and records of the Acquired Companies, but only to the extent such access does not unreasonably interfere information is readily available to the Acquired Companies or can be obtained by the Acquired Companies without any material interference with the business or operations of the Acquired Companies. Notwithstanding the foregoing, the Company Acquired Companies shall not be required to provide any information (ai) which any the Seller reasonably believes it or the Acquired Companies are prohibited from providing to Parent the Purchaser by reason of applicable Law, (b) which in the opinion of legal counsel constitutes or allows access to the Sellers, will result in the loss of information protected by attorney/client privilege, (c) privilege or which the Sellers Seller or the Acquired Companies are required to keep confidential or prevent access to by reason of any Contract with a third partyThird Party, (dii) relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by the Sellers’ Seller’s counsel, might reasonably result in antitrust difficulties for the Sellers Seller or their its Affiliates or (eiii) relating to any potential sale of any of the Acquired Companies Company or the Facility Facilities to any other Person, ; provided that the Parties will Seller shall use its commercially reasonable efforts to make appropriate substitute disclosure arrangementsdisclose the information described in clauses (i) and (ii) (or as much of such information as possible) in a manner that does not violate applicable Law, result in the loss of attorney/client privilege or seek appropriate waivers or consentsviolate any confidentiality restriction, under circumstances in which and shall notify the restrictions Purchaser of clause (a) any information that it is not providing pursuant to the limitations of this sentence applysentence. Notwithstanding anything contained herein, during from the Interim Perioddate of this Agreement through the Closing, Parent the Purchaser shall not be permitted to contact any of the Acquired Companies’ Company’s employees, independent contractors, distributors, vendors, customers or suppliers regarding the transactions contemplated by this Agreement without receiving prior written authorization from the SellersSeller, which consent shall not be unreasonably withheld, conditioned or delayed. For the avoidance of doubt, all information provided pursuant to this Section 6.01 shall be subject to the Confidentiality Agreement; provided, however that Parent shall be permitted to contact certain of the Acquired Companies’ employees, vendors, customers or suppliers, in coordination with the Company, for the sole purpose of discussing the transition in ownership of the Acquired Companies.