Limitations on Pre-Closing Access. Notwithstanding anything to the contrary in Section 4.2(a)(i), Seller may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, (ii) that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by such party’s outside counsel, constitutes a waiver of any such privilege or protection, (iii) if the provision of access to such document (or portion thereof) or information, as reasonably determined by such party’s counsel, would be expected to conflict with applicable Laws or (iv) relating to the sale process regarding the Business or any alternative transaction with respect to all or a portion of the Business, bids received from others in connection with such sale process or alternative transactions and information and analysis (including financial analysis) relating to such alternative transactions unless otherwise required by this Agreement; provided, that Seller shall use commercially reasonable efforts to make reasonable substitute disclosure arrangements which would allow it to disclose to Buyer information of the types described above without resulting in any such disclosures of information subject to privilege, conflicts or violations.
