Common use of Inspection and Access to Information Clause in Contracts

Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, upon reasonable request, with reasonable advance notice and during normal business hours, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, the Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, and operating data and other information pertaining to the Business, the Facilities, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entities; provided, however, that (v) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights shall be subject to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representatives.

Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, upon reasonable requestthe Shareholder will, with reasonable advance notice and during normal business hourswill cause the Company, each Seller shall (Subsidiary and shall cause the their respective officers, directors, employees, auditors, consultants, representatives, auditors and agents of the Sellers to) : (ia) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants and other Representatives reasonable access to the Facilitiesany and all of its premises, the Assetsemployees (including executive officers), the Key Business Employeesproperties, the executive officers of the Sellers responsible for the Businesscontracts, the Assumed Contracts and the commitments, books, records and other information (including property Tax Returns filed and those in preparation); (b) related shall cause the Company’s officers to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser and its authorized representativesRepresentatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, technical and operating data and other information pertaining to the Business, the Facilities, the Assets Company or the Assumed Liabilities any Subsidiary; and (iiic) reasonably otherwise fully cooperate with the Purchaser so that conduct of due diligence by the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entitiesits Representatives; provided, however, that (v) any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Shareholder, under the supervision of the Company’s personnel and in such a manner so as not to interfere with the normal operations of the Company and its Subsidiaries. All requests by the Purchaser shall observe, and shall cause those granted for access through the Purchaser pursuant to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject submitted or directed exclusively to compliance with Xxxxxx X. Xxxxxxxx, Vice President and General Counsel of the Sellers’ safety rules and Shareholder, or such other individual as the Shareholder may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, neither the Shareholder nor the Company shall be required to disclose any information to the Purchaser if such disclosure would, in the Shareholder’s sole discretion: (zx) in the case reasonable opinion of “Highly Sensitive Information” counsel, jeopardize any attorney-client or other privilege; or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into before the date of this Agreement (provided that the Shareholder will use commercially reasonable efforts to make appropriate substitute disclosure arrangements as defined requested by the Purchaser, or seek appropriate waivers or consents, under circumstances in which the Confidentiality Agreementrestrictions of this sentence apply). Before the Closing, such inspection without the prior written consent of the Shareholder, which may be withheld for any reason, the Purchaser may not perform invasive or subsurface investigations of the Company Real Property. The Purchaser shall not contact any suppliers to, or customers of, the Company or any Subsidiary regarding the Acquisition without providing prior written notice to the Shareholder (in this instance, including notice by email or other written form). The Purchaser shall, and access rights shall be subject to compliance with cause its Representatives to, abide by the terms of the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With with respect to any claims by the Purchaser’s representatives access or employees arising from the access contemplated in information provided pursuant to this Section 6.2, the Purchaser shall indemnify the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representatives.

Inspection and Access to Information. (a) During the period commencing on the date hereof and ending on the earlier of (i) the Closing DateDate and (ii) the date on which this Agreement is terminated pursuant to Article 9, Sellers shall (and shall cause their respective officers, directors, managers, employees, auditors and agents to), upon reasonable requestadvance notice, provide Purchaser and its authorized representatives with reasonable advance notice and access, during normal business hours, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the FacilitiesDesignated Executives and Xxxx Xxxxxxxxx and books and records of Sellers, provided that such access shall not unreasonably disrupt the Assetsoperations of Seller, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, technical and operating data and other information pertaining to Sellers and the BusinessBusiness reasonably requested by Purchaser and otherwise cooperate with the conduct of due diligence by Purchaser and its representatives. Upon Sellers’ prior written consent, Sellers shall provide Purchaser and its authorized representatives with reasonable access, during normal business hours, to the Facilitiesoffices, personnel and properties of Sellers. Notwithstanding anything to the Assets contrary contained in this Agreement, Sellers shall not be required to provide (i) any information or access that Sellers reasonably believe, after consultation with legal counsel, could violate applicable Law, including antitrust Laws, or the Assumed Liabilities terms of any confidentiality agreement or confidentiality provision in any Contract (provided that Sellers will use commercially reasonable efforts to cause the other party to such Contract to waive the application of such confidentiality agreement or confidentiality provision to such disclosure), (ii) any information relating to any offers or indications of interest received by Sellers or their respective Affiliates or representatives from any Person other than Purchaser to acquire the Business or the Purchased Assets, or any communications between Sellers or their respective Affiliates or representatives on the one hand and any such other Person on the other hand relating to such offers or indications of interest or the transactions contemplated thereby (it being understood that Sellers may retain all such documents, information and communications, which shall be the sole property of Sellers at all times prior to and after the Closing), (iii) reasonably cooperate any work papers or similar materials prepared by the independent public accountants of Sellers or their respective Affiliates, except to the extent that such accountants agree to provide access to such work papers or similar materials upon such terms and conditions as shall be determined by such accountants in their sole discretion (it being understood that Sellers shall use commercially reasonable efforts to facilitate such access), and (iv) any documents or information that are protected by the attorney-client privilege or work product doctrines to the extent Sellers determine in their reasonable discretion that providing copies or access to such documents or information could give rise to a possible waiver of such privilege or doctrine. (b) All information received by, or made available to, Purchaser in connection with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities, the Assets this Agreement and the Assumed Liabilities from Governmental Entities; provided, however, that (v) transactions contemplated hereby will be held by Purchaser pursuant to the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers terms of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection which is incorporated herein by reference. (c) It is expressly understood and access rights agreed that, without the prior written consent of Sellers, which consent shall not be unreasonably withheld or delayed, nothing in this Agreement shall be subject construed to compliance with grant Purchaser or its authorized representatives the Confidentiality Agreement and for right to perform any Phase I or Phase II or other environmental testing on any of the avoidance properties of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify the Sellers for any such claims prior to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representativesClosing.

Inspection and Access to Information. During the period commencing on (a) From the date hereof and ending on of this Agreement until the Closing Date, upon reasonable requestnotice, with reasonable advance notice the Sellers shall afford the Purchaser and during normal business hours, each Seller shall (and shall cause the its officers, directors, employees, auditorsagents, consultantsaccountants, representativesadvisors, bankers and agents other representatives (collectively, “Representatives”) access to the properties, offices, plants and other facilities, books and records of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access relating to the Facilities, the Transferred Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, and operating data and other information pertaining to the Business, the Facilities, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Fishers Distribution Center, and shall furnish the Purchaser so that with such financial, operating and other data, analysis and information to the extent relating to the Transferred Assets, the Assumed Liabilities and the Fishers Distribution Center as the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entitiesreasonably request; provided, however, that (v) any such access or furnishing of information shall be conducted during normal business hours, under the Purchaser shall observe, supervision of the Sellers’ personnel and shall cause those granted access through in such a manner as to not unreasonably interfere with the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on normal operations of the Sellers of which and the Sellers make Business. Notwithstanding anything to the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described contrary in this Section 6.2 6.2(a), the Sellers shall not be subject required to compliance with disclose any information to the Purchaser or its Representatives if such disclosure would, in the Sellers’ safety rules reasonable discretion, (i) jeopardize any attorney-client or other legal privilege (provided, that the Sellers shall use their reasonable best efforts to enter into a joint defense agreement with the Purchaser or employ such other means as may be available for purposes of preserving any such legal privilege and providing information to the Purchaser in accordance with this Section 6.2(a)) or (zii) contravene any applicable Laws or binding agreement entered into prior to the date hereof (provided, that the Sellers shall use their commercially reasonable efforts to have such binding agreement amended or waived to allow the providing of such information to the Purchaser). (b) From and after the Closing Date, each Party will provide reasonable access to information in its possession to the case other Party necessary for such other Party to prepare any tax or other governmental filings, prepare financial statements, respond to inquiries of “Highly Sensitive Information” any Governmental Entity or facilitate the resolution of any claims made against or incurred by such Party (as defined in the Confidentiality other than pursuant to this Agreement), upon the reasonable request of such inspection other Party and upon reimbursement of the Party providing access rights shall be subject to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory theretoother Party of its actual, reasonable, out-of-pocket costs of providing such information and each Party shall maintain such information for a period of at least three years following the Closing Date. With respect Notwithstanding anything to any claims by the Purchaser’s representatives or employees arising from the access contemplated contrary in this Section 6.26.2(b), neither Party shall be required to disclose any information to the Purchaser other Party or its respective Representatives if such disclosure would, in the reasonable discretion of such Party, (i) jeopardize any attorney-client or other legal privilege (provided, that such Party shall indemnify use its reasonable best efforts to enter into a joint defense agreement with the Sellers requesting Party or employ such other means as may be available for purposes of preserving any such claims legal privilege and providing information to the extent such claims are caused by the Purchaser requesting Party in accordance with this Section 6.2(b)) or the Purchaser’s employees (ii) contravene any applicable Laws or representatives, and the Sellers shall indemnify the Purchaser for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representativesbinding agreement.

Inspection and Access to Information. During the period commencing on Subject to Applicable Laws, from the date hereof and ending on until the earlier of the Closing DateDate or the termination of this Agreement pursuant to Article VIII, upon reasonable requestthe Company will, with reasonable advance notice and during normal business hours, each Seller shall (will cause its Subsidiaries and shall cause the its officers, directors, stockholders, employees, auditors, consultants, representatives, auditors and agents of the Sellers to) (i) , provide the Purchaser Parent and its accountants, financing sourcesinvestment bankers, lenders, investment bankers, counsel, consultants and environmental consultants other authorized representatives full access, during reasonable access hours and under reasonable circumstances, to such premises, employees, books and records and properties of the FacilitiesCompany and its Subsidiaries as Parent may reasonably request, including all monthly and quarterly balance sheets and statements of income and cash flows of the AssetsCompany and its Subsidiaries, and will cause the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts Company and the books, records and other information (including property Tax Returns filed and those in preparation) related its Subsidiaries to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser Parent and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, technical and operating data and other information pertaining to the Business, the Facilities, the Assets or the Assumed Liabilities Company and (iii) its Subsidiaries and otherwise reasonably cooperate with the Purchaser so conduct of due diligence by Parent and its authorized representatives; provided that such access shall not unreasonably disrupt the operations of the Company or any of its Subsidiaries; and provided further that the Purchaser may obtain information concerning foregoing shall not require the BusinessCompany or any of its Subsidiaries (a) to permit any inspection, the Facilities, the Assets and the Assumed Liabilities from Governmental Entities; provided, howeveror to disclose any information, that (v) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and reasonable judgment of the Company would result in the disclosure of any other existing confidentiality restrictions binding on trade secret or violate any Applicable Laws (including antitrust laws of the Sellers United States) or any of which the Sellers make the Purchaser awareits obligations with respect to confidentiality, (xb) to disclose any privileged information of the Purchaser may not Company or any of its Subsidiaries in a manner that is reasonably expected to result in the loss of such privilege or (c) to permit or allow Parent to conduct any form of Phase II Environmental Site Assessment or other invasive environmental test or destructive sampling procedure, involving any properties or testingfacilities of the Company or any of it Subsidiaries; provided that, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case receipt of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights shall be subject to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising necessary approvals from the access contemplated in this Section 6.2applicable landowner or landlord, the Purchaser Parent shall indemnify the Sellers for not be restricted from conducting any such claims to assessment, test or procedure at any properties or facilities of the extent such claims Company or any of its Subsidiaries that are caused by the Purchaser identified as Yard Leases on Schedule 4.6(a) or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such claims to the extent they that are caused by the Sellers or the Sellers’ employees or representativesnot identified on Schedule 4.6(a).

Inspection and Access to Information. During the period commencing on CONFIDENTIAL INFORMATION. (a) From the date hereof and ending on of this Agreement to the Closing Date, each Seller Party shall (i) provide Buyers and their designees with such information as they may from time to time reasonably request with respect to the Business, the Acquired Subsidiaries, the Purchased Assets, the Acquired Subsidiary Assets, the Assumed Liabilities and the transactions contemplated by this Agreement, (ii) provide Buyers and their designees, officers, counsel, accountants, outside environmental consultants (including, without limitation, the Environmental Consultant), actuaries, and other authorized representatives access during regular business hours and upon reasonable notice to the Purchased Assets, the Acquired Subsidiary Assets and the Real Property, and the books, records, offices, personnel, counsel, accountants and actuaries of the Business as Buyers or their designees may from time to time reasonably request, and (iii) permit the Environmental Consultant to conduct the Environmental Reviews and permit Buyers and their designees to make such other inspections thereof as Buyers may reasonably request. Any investigation shall be conducted in such a manner so as not to interfere unreasonably with reasonable advance notice and during normal the operation of the business hoursof any Seller Party. No such investigation (or any disclosure made at any time by any Seller Party to Buyers) shall limit or modify in any way, or act or result in a waiver of, the Seller Parties' obligations with respect to any breach of their representations, warranties, covenants or agreements contained herein (including, without limitation, conditions to Closing or indemnification obligations). (b) After the Closing, each Seller shall (Party will hold, and shall will use its commercially reasonable efforts to cause any other Wabtec Group Member, and the officers, directors, employees, auditorsaccountants, counsel, consultants, representatives, advisors and agents of the Sellers to) (i) provide the Purchaser Wabtec Group Members, to hold, in confidence, unless compelled to disclose by judicial or administrative process or by other requirements of law, all Confidential Information and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, the Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related Trade Secrets Relating to the Business, except to the Facilities, the Assets or the Assumed Liabilitiesextent that such information can be shown to have been (i) previously known on a nonconfidential basis by any Wabtec Group Member, (ii) furnish in the public domain through no fault of any Wabtec Group Member or (iii) later lawfully acquired by any Wabtec Group Member from sources other than those related to its prior ownership of the Purchaser Business or the Acquired Subsidiaries. The obligation of each Seller Party, the other Wabtec Group Members and the officers, directors, employees, accountants, counsel, consultants, advisors and agents of the Wabtec Group Members to hold any such information in confidence shall be satisfied if they exercise the same care with respect to such information as they would take to preserve the confidentiality of their own similar information. (c) After the Closing, each Seller will promptly afford to Buyers and their agents reasonable access to its authorized representativesbooks of account, promptly upon reasonable request therefor, any and all financial, technical, environmental, and operating data financial and other information pertaining records (including, without limitation, accountant's work papers), information, employees and auditors Relating to the Business, to the Facilitiesextent necessary or useful for Buyers in connection with any audit, investigation, dispute or litigation or any other reasonable business purpose Relating to the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental EntitiesBusiness but not otherwise readily available to Buyers; provided, however, that (v) the Purchaser any such access by Buyers shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance unreasonably interfere with the Sellers’ safety rules conduct of the business of such Seller. Buyers shall bear all of the out-of-pocket costs and expenses (zincluding, without limitation, attorneys' fees, but excluding reimbursement for general overhead, salaries and employee benefits) reasonably incurred in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights shall be subject to compliance connection with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representativesforegoing.

Inspection and Access to Information. During the period commencing on (a) From the date hereof until the earlier of the termination of this Agreement or the Closing, the Company will (i) provide the Purchaser, its counsel, financial advisors, auditors, financing sources (if any), consultants and ending on the Closing Dateits and their respective employees and other authorized representatives, upon reasonable requestprior notice, with reasonable advance notice access, including rights to conduct inspections and examine documents and other materials, during normal business hours, to the Leased Real Property, personnel, properties, books and records of the Company, provided in each Seller shall (and shall cause case that such access does not materially interfere with the officers, directors, employees, auditors, consultants, representativesbusiness operations of the Company, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, the Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish to the Purchaser Purchaser, its counsel, financial advisors, auditors and its other authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, representatives such financial and operating data and other information pertaining relating to the BusinessCompany as such Persons may reasonably request to the extent such information is in the possession or control of the Company. Notwithstanding the foregoing, the FacilitiesCompany shall not be required to disclose any information to the Purchaser if such disclosure would (i) cause significant competitive harm to the Company if the transactions contemplated hereby are not consummated, the Assets (ii) jeopardize any attorney-client or the Assumed Liabilities and other legal privilege or (iii) reasonably cooperate contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof (b) All information provided or obtained in connection with the Purchaser so that transactions contemplated hereby will be held by the Purchaser may obtain information concerning in accordance with the BusinessMutual Non-Disclosure and Confidentiality Agreement, dated June 17, 2011, between the Facilities, the Assets Purchaser and the Assumed Liabilities from Governmental Entities; providedCompany (the “Confidentiality Agreement”). The Purchaser will instruct all of its counsel, howeverfinancial advisors, that auditors, financing sources (v) the Purchaser shall observeif any), consultants and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman other authorized representatives receiving Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement)) pursuant to Section 6.2(a) to comply with the terms of the Confidentiality Agreement, and will be responsible for any failure of any such inspection and access rights shall be subject persons to compliance comply with the Confidentiality Agreement Agreement. In the event of a conflict or inconsistency between the terms hereof and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2Confidentiality Agreement, the Purchaser shall indemnify the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify the Purchaser for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representativesterms hereof will govern.

Inspection and Access to Information. During the period commencing on (a) Subject to Sections 5.2(c) and (d), between the date hereof of this Agreement and ending on the Closing Date, upon reasonable request, with reasonable advance notice Seller will provide and during normal business hours, each will cause Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) JV to provide the Purchaser Buyer and its accountants, financing sourcescounsel and other authorized representatives reasonable access, lendersduring reasonable business hours and under reasonable circumstances to any and all of its employees, investment bankerspremises, counselproperties, and environmental consultants reasonable access to the Facilitiescontracts, the Assets, the Key Business Employees, the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related relating to the Combined Business, the Facilities, the Assets or the Assumed Liabilities, (ii) and Seller JV and will furnish to the Purchaser Buyer and its authorized representatives, promptly upon reasonable request therefor, representatives any and all financial, technical, environmental, technical and operating data and other information pertaining to the BusinessCombined Business and Seller JV, the Facilities, the Assets or the Assumed Liabilities and (iii) as Buyer shall from time to time reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entitiesrequest; provided, however, that (v) Buyer shall not have the Purchaser shall observe, right and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive (i) any review of any corporate minutes of Seller or destructive sampling (ii) any further environmental inspection or testing, without receiving Seller's express prior written consent therefor (yto be determined in Seller's reasonable discretion); provided further, however, that any such access, testing and inspection shall be conducted at Buyer's expense, under the supervision of Seller's personnel, and that copies of any environmental reports prepared in connection therewith shall be simultaneously delivered to Seller. (b) the inspection and access rights described in Information obtained by Buyer or Seller or any of their respective representatives pursuant to this Section 6.2 Agreement shall be subject to compliance with the Sellers’ safety rules provisions of the confidentiality agreement between Buyer Parent and Seller Parent dated November 16, 2004, as amended (zthe "Confidentiality Agreement"), which Confidentiality Agreement remains in full force and effect except to the extent that it would expressly prohibit Buyer or Seller from taking any of the actions contemplated by this Agreement. The parties hereby agree that the Confidentiality Agreement shall terminate at Closing. (c) Notwithstanding anything contained in the case of “Highly Sensitive Information” (as defined in this Agreement or the Confidentiality Agreement), such inspection neither Seller nor any of its Affiliates, or any of their respective officers, directors, employees, representatives, auditors and access rights agents, shall be subject have any obligation to compliance with disclose any particular information to Buyer (other than as expressly required in the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated proviso set forth in this Section 6.25.2(c) below) if such disclosure would (i) cause significant competitive harm to Seller or any of its Affiliates assuming the transactions contemplated by this Agreement are not consummated, (ii) jeopardize any attorney-client or other legal privilege, or (iii) violate any applicable Laws, fiduciary duty or binding agreement entered into prior to the Purchaser shall indemnify the Sellers for date hereof (including any confidentiality agreement to which Seller or any of its Affiliates is a party); provided, however, in any such claims instance in which Seller is withholding particular information from Buyer based on this Section 5.2(c), Seller shall (A) promptly so advise Buyer in writing, describing the basis for it withholding such information and (B) provide Buyer all information related to the subject matter of such withheld information to the extent that Seller can provide such claims are caused related information (including aggregated or summary information) as Buyer may request provided that disclosure of such related information would not be restricted by clause (i), (ii) or (iii) of this Section 5.2(c). (d) Subject to Section 5.13 and Article VII hereof, following the Purchaser or Closing, for so long as such information is retained by Buyer (which shall be for a period of at least six (6) years), Buyer shall permit Seller and its authorized representatives to have reasonable access and duplicating rights during normal business hours, upon reasonable prior notice to Buyer, to the Purchaser’s employees or representativesbooks, records and personnel relating to the Sellers shall indemnify Combined Business with respect to the Purchaser for any such claims period prior to Closing, to the extent they are caused that such access may be reasonably required (i) in connection with the preparation of Seller's accounting records or with any audits, (ii) in connection with any suit, claim, action, proceeding or investigation relating to the Combined Business prior to the Closing, (iii) in connection with any regulatory filing or matter, or (iv) in connection with any other valid legal or business purpose of Seller; provided that Seller shall reimburse Buyer promptly for all reasonable and necessary costs and expenses incurred by the Sellers Buyer in connection with any such request. (e) Buyer shall, at a Seller's request, cooperate with Seller (including making its employees available at reasonable times to respond to inquiries or to provide testimony to the Sellers’ employees extent applicable) as may be reasonably required in connection with the investigation and defense of any suit, claim, action, proceeding or representativesinvestigation relating to the Combined Business that is pending at Closing or is brought by a third party other than Buyer or any Affiliate of Buyer against Seller or any of its Affiliates at any time after the Closing; provided, however, that Seller shall reimburse Buyer promptly for all reasonable costs and expenses incurred by Buyer arising out of Buyer taking any action that Buyer reasonably determines is necessary to respond to any such request, including fees and expenses of legal counsel engaged in connection therewith.

Inspection and Access to Information. During the period commencing on the date hereof and ending on the Closing Date, upon reasonable request, with reasonable advance notice and notice, during normal business hourshours and consistent with applicable Law, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, Facilities and other Assets (including allowing operations personnel of the Assets, Purchaser to remain on-site full-time with open access to the Key Business EmployeesFacilities located at the Port Xxxxxx Site and the Odessa Site), the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the FacilitiesFacilities and other Assets, the Assets or the Assumed Liabilities, (ii) to the extent permitted by any applicable contractual restrictions, furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, operating data, customer and operating data supplier information including payment history and payment terms and other information pertaining to the Business, the FacilitiesFacilities and other Assets, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the FacilitiesFacilities and other Assets, the Assets and the Assumed Liabilities from Governmental Entities; provided, however, that (vA) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (xB) the Purchaser may not conduct invasive or destructive sampling or testing, (yC) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules rules, and (zD) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights Sellers shall not be subject obligated to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only share information covered by the individual Persons signatory theretoattorney-client, work product or any other legal privilege. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify and hold harmless the Sellers Seller Indemnified Parties for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representatives.

Inspection and Access to Information. During the period commencing on (a) From the date hereof and ending on until the Closing Date, upon reasonable requestnotice, with reasonable advance notice and during normal business hours, each the Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide afford the Purchaser and its officers, employees, agents, accountants, financing sourcesadvisors, lendersbankers and other representatives (collectively, investment bankers, counsel, and environmental consultants “Representatives”) reasonable access to and the Facilitiesright to conduct inspections, the Assets, the Key Business Employees, the executive officers evaluations and tests of the Sellers responsible for properties, offices, plants and other facilities, books and records which are Transferred Assets of the Seller and the Messaging Subsidiaries relating primarily to the Messaging Business, and shall furnish the Assumed Contracts and the booksPurchaser with such financial, records operating and other data, analysis and information (including property Tax Returns filed and those in preparation) related to the Business, the Facilities, the Assets or the Assumed Liabilities, (ii) furnish extent relating primarily to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, and operating data and other information pertaining to the Business, the Facilities, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that Messaging Business as the Purchaser may obtain information concerning reasonably request and Seller’s supervisory personnel shall be entitled to observe any activities conducted at the Business, Owned Real Property or the Facilities, Leased Real Property and Purchaser shall observe any reasonable regulations imposed by such personnel for the Assets and protection of the Assumed Liabilities from Governmental EntitiesSeller’s property or employees; provided, however, that (vi) any such access, observation or furnishing of information shall be conducted during normal business hours, and in such a manner as to not unreasonably interfere with the normal operations of the Seller, the Messaging Subsidiaries and the Messaging Business; and (ii) the Seller or the Messaging Business’ personnel shall have the right to supervise any such access or observation or provision of information. Notwithstanding anything to the contrary in this Agreement, neither the Seller nor the Messaging Subsidiaries shall be required to disclose any information to the Purchaser or its Representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the date hereof. (b) For a period of six months following the Closing, the Purchaser and the Seller shall observeuse commercially reasonable efforts (i) to permit Seller to make copies of any Shared Corporate Records, (ii) to identify any additional Shared Corporate Records not reflected on Exhibit 6.2(b) and (iii) if any Shared Corporate Records are subsequently determined to be separable, to remove such Shared Corporate Records from the Transferred Assets and the Shared Corporate Records and ownership thereof shall be returned to the Seller. The Purchaser hereby agrees to maintain the confidentiality of all Shared Corporate Records using the same standards of confidentiality it applies to its own corporate records. (c) In order to facilitate the resolution of any claims made against or incurred by the Seller or the Messaging Subsidiaries, prepare any tax or other governmental filings and other requirements of the Seller, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) the Purchaser may not conduct invasive or destructive sampling or testing, (y) the inspection and access rights described in this connection with Section 6.2 shall be subject to compliance with the Sellers’ safety rules and (z) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement6.2(b), such inspection and access rights shall be subject to compliance with for a period of seven years after the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2Closing, the Purchaser shall indemnify (i) retain the Sellers for books and records (including, without limitation, the Shared Corporate Records) included in the Transferred Assets relating to periods prior to the Closing and (ii) upon reasonable notice, as needed, afford the Seller and its Representatives reasonable access to the properties, offices, plants and other facilities, books and records (including, without limitation relating to the Shared Corporate Records) included in the Transferred Assets relating to periods prior to the Closing Date, and shall furnish the Seller with such financial, operating and other data, analysis, information and assistance relating thereto as the Seller may reasonably request (including, without limitation, as is required to prepare interim and annual accounts and tax returns and to comply with any statutory or regulatory requirement or respond to any authority or regulatory body); provided, however, that any such claims to access or furnishing of information shall be conducted during normal business hours, under the extent such claims are caused by the Purchaser or supervision of the Purchaser’s employees or representatives, personnel and in such a manner as to not unreasonably interfere with the normal operations of the Purchaser and the Sellers Seller shall indemnify reimburse the Purchaser for any third-party expenses incurred in connection with fulfilling such requests. (d) In order to facilitate the resolution of any claims made against or incurred by the Purchaser, for a period of seven years after the Closing, the Seller shall (i) retain the books and records relating to the extent they are caused by Messaging Business relating to periods prior to the Sellers Closing which shall not otherwise have been delivered to the Purchaser and (ii) upon reasonable notice, as needed, afford the Purchaser and its Representatives reasonable access to the properties, offices, plants and other facilities, books and records relating to the Messaging Business for periods prior to the Closing Date which shall not otherwise have been delivered to the Purchaser, and shall furnish the Purchaser with such financial, operating and other data, analysis, information and assistance relating thereto as the Purchaser may reasonably request (including, without limitation, as is required to prepare interim and annual accounts and tax returns and to comply with any statutory or regulatory requirement or respond to any authority or regulatory body); provided, however, that any such access or furnishing of information shall be conducted during normal business hours, under the Sellers’ employees or representativessupervision of the Seller’s personnel and in such a manner as to not unreasonably interfere with the normal operations of the Seller and Purchaser shall reimburse Seller for any third-party expenses incurred in connection with fulfilling such requests.

Inspection and Access to Information. During the period commencing on (a) From and after the date hereof and ending on until the Closing Date, upon reasonable request, with reasonable advance notice and during normal business hours, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) will (i) provide the afford Purchaser and its authorized accountants, investment bankers, financing sources, lenderscounsel and their respective Representatives (collectively, investment bankers, counsel, and environmental consultants the “Purchaser Group“) reasonable access (during regular business hours upon reasonable notice) to the Facilitiesall officers, the Assetsemployees, the Key Business Employeesoffices, the executive officers of the Sellers responsible for the Business, the Assumed Contracts xxxxx and the other facilities and to all books, Contracts, commitments and records and other information (including property Tax Returns filed and those in preparationReturns) related of Seller (but solely with respect to the Business), the FacilitiesCompany and its Subsidiaries and instruct the Company and its Subsidiaries’ independent public accountants to provide access to their work papers (subject to execution of customary access letters, if requested) and such other information as the Assets or the Assumed LiabilitiesPurchaser Group may reasonably request, (ii) furnish to permit the Purchaser Group to make such other inspections as they may reasonably require, including, without limitation, Phase I Environmental Assessments (except that none of the Purchaser Group shall conduct any environmental sampling or analysis of the sort customarily referred to as a “Phase II Environmental Assessment“ without the advance written consent of Seller) and (iii) cause the Company’s officers and those of its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, Subsidiaries to furnish the Purchaser Group with such financial and operating data and other information pertaining with respect to the Businessbusiness, properties and personnel of the Facilities, the Assets or the Assumed Liabilities Company and (iii) reasonably cooperate with its Subsidiaries as the Purchaser so that Group may from time to time reasonably request (including the Purchaser may obtain information concerning employees’ personnel files to the Business, the Facilities, the Assets and the Assumed Liabilities from Governmental Entitiesextent permitted by applicable Law); provided, however, that (v) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (x) such access and inspections do not unreasonably disrupt the Purchaser may not conduct invasive or destructive sampling or testing, normal operations of the Company and (y) Seller, the inspection Company and access rights described its Subsidiaries are under no obligation to disclose to Purchaser or any such Representative of Purchaser any information the disclosure of which is prohibited by Contract or Law (including laws relating to the sharing of information between competitors, it being understood and agreed that, in connection with this Section 6.2 shall be subject 5.03(a), Seller will, and will cause the Company and its Subsidiaries to, provide extracts, summaries, or aggregations or other information or use “clean room” procedures to compliance with the Sellers’ safety rules and (zfullest extent practicable in a manner that prevents the disclosure of competitively sensitive information) or that would result in the case waiver of privilege. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. In an effort to prevent any unreasonable disruption, Seller may reasonably limit the number of individuals and the frequency of visits to the Company’s facilities. Purchaser shall coordinate all such access with Seller. The parties will hold any such information which is nonpublic in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement, dated February 2, 2007, as supplemented on May 15, 2007, between Seller and NewPage Corporation (as supplemented, the “Highly Sensitive Confidentiality Agreement“). The Confidentiality Agreement shall remain in full force and effect and shall survive any termination of this Agreement, but shall not survive the Closing, except with respect to “Confidential Information” (as defined in the Confidentiality Agreement) concerning Seller or any of its Subsidiaries (other than the Company and its Subsidiaries) (subject to disclosure by Purchaser or any of its Subsidiaries (including the Company and its Subsidiaries) to comply with any financial, Tax or legal reporting obligations or to enforce any rights under this Agreement). The Confidentiality Agreement shall bind Purchaser as if it were NewPage Corporation. From and after the Closing, Seller shall, and shall cause each of its Representatives, to treat all nonpublic and proprietary information regarding the Business or Purchaser and its Subsidiaries (including the Company and its Subsidiaries) as if such information were “Confidential Information” disclosed to Seller under the Confidentiality Agreement and subject to the disclosure restrictions (and exceptions thereto) under the Confidentiality Agreement. The obligation to treat such information as confidential after the Closing shall be satisfied if Seller and its Representatives exercise the same care with respect to such information as it would take to preserve the confidentiality of its own similar information in the ordinary course of business. (b) Except in the ordinary course of business and to the extent not related to this Agreement and the Related Documents or the transactions contemplated hereby or thereby, Purchaser shall not (and shall not permit any of its Representatives to) contact any supplier, distributor, customer or other material business relation of the Company without the prior consent of Seller, not to be unreasonably withheld. Notwithstanding the forgoing, Seller shall and shall cause the Company to cooperate with and assist Purchaser in arranging contacts with suppliers, distributors, customers and other material business relations, to the extent reasonably requested by Purchaser, including, without limitation, for the purpose of facilitating the Financing, the transition of the business to ownership by Purchaser and for obtaining consents that Purchaser deems necessary or advisable, provided, however, that Purchaser and Seller will consult with outside counsel prior to making such contact. From and after the date hereof through the Closing, the Company shall (i) dedicate a sufficient number of employees of the Company (working on a full-time basis on transition planning) to facilitate the transition as promptly as practicable following the Closing of the Company’s information technology, financial, order management and purchasing systems for the Business to Purchaser’s applicable systems and (ii) consult with Purchaser and its Representatives regarding such transition planning on a regular basis to the fullest extent permitted by applicable Law. (c) From and after the date hereof and until the Closing, Seller shall, and shall cause the Company to, deliver to Purchaser: (i) within 15 days after the end of each month that occurs prior to the Closing (commencing for the monthly period ending September 30, 2007), a copy of the unaudited internal SENA Historical Unadjusted Management Accounts for such inspection monthly period and access rights related monthly periods, prepared in accordance with IFRS, and the unaudited internal Hyperion balance sheet and income statement for such monthly period reports, in each case in the form previously made available to Purchaser (it being understood that such reports may contain Excluded Assets, and related liabilities and results of operation and will be unaudited, unreviewed, and not in accordance with GAAP, and, notwithstanding anything herein to the contrary, no representation or warranty is or will be made, and there shall be no liability whatsoever, with respect to such materials); (ii) within 45 days after the end of each fiscal quarter that occurs prior to the Closing (commencing for the quarterly period ending September 30, 2007), an unaudited combined balance sheet of the Company and its Subsidiaries as of the end of such quarter and the unaudited combined statements of operations and cash flow for the Company and its Subsidiaries for such quarter and the unaudited balance sheet and related unaudited statements of operations and cash flows for each such comparable period of the prior fiscal year thereto, prepared, in each case, in a form meeting the requirements of Regulation S-X and in accordance with GAAP, applied on a consistent basis throughout the indicated period (collectively referred to herein as the “Stub Period Financial Statements“); provided, that such Stub Period Financial Statements shall be adjusted to exclude the Excluded Assets and related liabilities and results of operations and shall be subject to compliance normal year-end adjustments; and (iii) within 90 days after the end of each fiscal year that occurs prior to the Closing, an audited combined balance sheet of the Company and its Subsidiaries as of the end of such fiscal year and the audited combined statements of operations and cash flows for the Company and its Subsidiaries for the year ended such date, prepared, in each case, in a form meeting the requirements of Regulation S-X and in accordance with GAAP, applied on a consistent basis throughout the indicated period (together with the Confidentiality Agreement and for the avoidance of doubt, exercisable only by the individual Persons signatory thereto. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2Stub Period Financial Statements, the Purchaser “Regulation S-X Financial Statements“); provided, that the financial statements provided pursuant to this clause (iii) shall indemnify be adjusted to exclude the Sellers for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, Excluded Assets and the Sellers shall indemnify the Purchaser for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representativesrelated liabilities and results of operations.

Inspection and Access to Information. During the period commencing that commenced on the date hereof Original APA Date and ending will end on either the Polymers Closing Date or the Base Chemicals Closing Date, as the case may be, upon reasonable request, with reasonable advance notice and notice, during normal business hourshours and consistent with applicable Law, each Seller shall (and shall cause the officers, directors, employees, auditors, consultants, representatives, and agents of the Sellers to) (i) provide the Purchaser and its accountants, financing sources, lenders, investment bankers, counsel, and environmental consultants reasonable access to the Facilities, Facilities and other Assets (including allowing operations personnel of the Assets, Purchaser to remain on-site full-time with open access to the Key Business EmployeesFacilities located at the Port Xxxxxx Site and the Odessa Site), the executive officers of the Sellers responsible for the Business, the Assumed Contracts and the books, records and other information (including property Tax Returns filed and those in preparation) related to the Business, the FacilitiesFacilities and other Assets, the Assets or the Assumed Liabilities, (ii) to the extent permitted by any applicable contractual restrictions, furnish to the Purchaser and its authorized representatives, promptly upon reasonable request therefor, any and all financial, technical, environmental, operating data, customer and operating data supplier information including payment history and payment terms and other information pertaining to the Business, the FacilitiesFacilities and other Assets, the Assets or the Assumed Liabilities and (iii) reasonably cooperate with the Purchaser so that the Purchaser may obtain information concerning the Business, the FacilitiesFacilities and other Assets, the Assets and the Assumed Liabilities from Governmental Entities; provided, however, that (vA) the Purchaser shall observe, and shall cause those granted access through the Purchaser to observe, the restrictions regarding Huntsman Confidential Information set forth in the Confidentiality Agreement and any other existing confidentiality restrictions binding on the Sellers of which the Sellers make the Purchaser aware, (xB) the Purchaser may not conduct invasive or destructive sampling or testing, (yC) the inspection and access rights described in this Section 6.2 shall be subject to compliance with the Sellers’ safety rules rules, and (zD) in the case of “Highly Sensitive Information” (as defined in the Confidentiality Agreement), such inspection and access rights Sellers shall not be subject obligated to compliance with the Confidentiality Agreement and for the avoidance of doubt, exercisable only share information covered by the individual Persons signatory theretoattorney-client, work product or any other legal privilege. With respect to any claims by the Purchaser’s representatives or employees arising from the access contemplated in this Section 6.2, the Purchaser shall indemnify and hold harmless the Sellers Seller Indemnified Parties for any such claims to the extent such claims are caused by the Purchaser or the Purchaser’s employees or representatives, and the Sellers shall indemnify and hold harmless the Purchaser Indemnified Parties for any such claims to the extent they are caused by the Sellers or the Sellers’ employees or representatives.