Common use of Pre-Closing Access and Information Clause in Contracts

Pre-Closing Access and Information. (a) Prior to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, subject to applicable Law, Purchaser shall be entitled, at Purchaser’s expense, to have such access to the offices, Representatives, and books, data, files, information, records, documents, correspondence and other materials of the Companies and the Transferred Subsidiaries as Purchaser may reasonably request. Any such access pursuant to this Section 7.3(a) shall be conducted or occur at reasonable times during regular business hours, as approved in advance by Seller and shall not otherwise unreasonably interfere with business or operations of Seller and its Subsidiaries; provided that any such access shall be subject to the terms and conditions of the Confidentiality Agreement; provided further that the auditors and independent accountants of Seller or any of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. (b) The foregoing shall not require Seller or Seller’s Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or Seller’s Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable legally recognized privilege or (iii) the violation of any applicable Law, including the rules and regulations of any banking regulator to which Seller or any Affiliate of Seller is subject. (c) Within ten (10) Business Days following execution of this Agreement, Seller shall make available to Purchaser (i) true and correct copies of all customer complaints received by Xxxxxx Xxxxxx since January 1, 2009 and relating to Xxxxxx Xxxxxx or any of Xxxxxx Xxxxxx’x current or former Associated Persons (other than any customer complaints relating to any RMK Fund) and all responses and other correspondence relating thereto, and (ii) true and correct copies of all reports on Forms U-4 and U-5 filed with respect to an Associated Person of Xxxxxx Xxxxxx since January 1, 2009.

Pre-Closing Access and Information. (a) Prior Subject to the earlier provisions of that certain agreement between Seller and Buyer with respect to confidentiality dated November 11, 2015 (the Closing Date “Confidentiality Agreement”), Applicable Laws and upon reasonable notice, Seller shall use Commercially Reasonable Efforts to provide to Buyer, or cause to be provided to Buyer, access during normal business hours throughout the termination of this Agreement pursuant Interim Period to the Purchased Terminal Facilities, and shall provide Seller (and its terms, subject to applicable Law, Purchaser shall be entitled, at Purchaser’s expenseexternal auditors and accountants, to have such the extent necessary for financial reporting purposes) access to the offices, Representatives, Books and books, data, files, information, records, documents, correspondence Records and other materials data and information relating exclusively to or used exclusively in connection with the operations of the Companies Purchased Terminal Facilities in Seller’s possession or control (“Data”); provided that, Buyer shall not have the right to conduct any environmental sampling or testing at or around the Purchased Assets. During the Interim Period, Seller shall use Commercially Reasonable Efforts to furnish to, or cause to be furnished to, Buyer and the Transferred Subsidiaries as Purchaser its representatives all Data which may reasonably requestbe requested by Buyer and shall use Commercially Reasonable Efforts to make available, or cause to be made available, such personnel of Seller during normal business hours as may reasonably be requested for the furnishing of such Data; and further provided that Data shall not include any (i) data or information relating to Seller’s operations or businesses other than the Purchased Assets, or (ii) data or information subject to legal privilege or obligations of confidentiality owed to Third Parties. Any such access pursuant to this Section 7.3(a) During the Interim Period, Buyer shall be conducted not contact or occur at reasonable times during regular business hourscommunicate with any employees of Seller or Seller’s Affiliates, or any customers of, distributors of or suppliers of the Purchased Terminal Facilities without Seller’s prior written consent; provided that, for the avoidance of doubt, as approved long as Buyer or any Affiliate of Buyer does not disclose or use Confidential Information (as that term is defined in advance by Seller and shall not otherwise unreasonably interfere with business or operations of Seller and its Subsidiaries; provided that any such access shall be subject the Confidentiality Agreement) contrary to the terms and conditions of the Confidentiality Agreement; provided further that the auditors and independent accountants , neither Buyer nor any Affiliate of Seller Buyer shall be restricted in its ability to have contact with any customer, distributor or any supplier of its Affiliates shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountants. (b) The foregoing shall not require Seller or Seller’s Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or Seller’s Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable legally recognized privilege or (iii) the violation of any applicable Law, including the rules and regulations of any banking regulator to which Seller extent Buyer or any Affiliate of Buyer has an existing relationship with such party. Buyer shall indemnify and hold Seller is subject. (cGroup harmless against any and all Losses suffered in connection with the exercise of Buyer’s rights under this Section 6.1(a), including any Losses arising out of Buyer’s access to the Purchased Assets, regardless of cause or of any negligence, concurrent negligence or strict liability of any member of Seller Group. Notwithstanding any provision in this Purchase Agreement to the contrary, Buyer’s obligations under this Section 6.1(a) Within ten (10) Business Days following execution shall survive the termination of this Agreement, Seller shall make available to Purchaser (i) true Purchase Agreement and correct copies the consummation of all customer complaints received by Xxxxxx Xxxxxx since January 1, 2009 and relating to Xxxxxx Xxxxxx or any of Xxxxxx Xxxxxx’x current or former Associated Persons (other than any customer complaints relating to any RMK Fund) and all responses and other correspondence relating thereto, and (ii) true and correct copies of all reports on Forms U-4 and U-5 filed with respect to an Associated Person of Xxxxxx Xxxxxx since January 1, 2009the transactions contemplated hereby.

Pre-Closing Access and Information. (a) Prior to From the earlier of date hereof until the Closing Date or the termination of this Agreement pursuant to its termsDate, subject to any applicable LawLaw and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, Purchaser upon reasonable prior written notice, the Transferor shall, and shall be entitledcause each Transferred Company and their respective Representatives to, at Purchaser’s expense(i) afford the Representatives of the Acquiror reasonable access, to have such access during normal business hours, to the offices, Representativesproperties, books and booksrecords of the Transferred Companies, data, files, information, records, documents, correspondence (ii) furnish to the Representatives of the Acquiror such additional financial data and other materials information regarding the Transferred Companies as the Acquiror may from time to time reasonably request and (iii) make available to the Representatives of the Acquiror the employees of the Transferred Companies and the Transferor whose assistance and expertise is necessary to assist the Acquiror in connection with the Acquiror’s preparation to integrate the Transferred Subsidiaries as Purchaser may reasonably request. Any Companies and their businesses and personnel into the Acquiror’s organization following the Closing; provided, that such access pursuant to this Section 7.3(a) shall be conducted or occur at reasonable times during regular business hours, as approved in advance by Seller and investigation shall not otherwise unreasonably interfere with business any of the businesses or operations of Seller and its Subsidiariesthe Transferred Companies or the Transferor; provided that any such access shall be subject to the terms and conditions of the Confidentiality Agreement; provided further provided, further, that the auditors and independent accountants of Seller or any of its Affiliates the Transferor and the Transferred Companies shall not be obligated to make any work papers available to any Person unless and until such Person has entered into reasonable signed a customary confidentiality and customary third-party hold harmless agreement relating to such access and confidentiality agreements to work papers in form and substance reasonably acceptable to such auditors or accountantsindependent accountants and nothing set forth in any such agreement shall be deemed a waiver of or otherwise diminish any right of the Acquiror under this Agreement, including under Article X. The Acquiror shall reimburse the Transferor promptly for any reasonable out-of-pocket expenses incurred by the Transferor or any of its Affiliates in complying with any request by or on behalf of the Acquiror or any of its Affiliates in connection with this Section 7.3(a). The Acquiror shall indemnify and hold harmless the Transferor and its Affiliates from and against any Losses that may be incurred by any of them arising out of or related to such access (other than any Losses for which the Acquiror is entitled to be indemnified pursuant to Section 7.14 or Article X) or the use, storage or handling of any personally identifiable information relating to employees or customers of any of the Transferred Companies to which the Acquiror or any of its Affiliates or Representatives is afforded access pursuant to the terms of this Agreement. Notwithstanding the foregoing, the Transferor and the Transferred Companies shall not be required to provide access or to disclose information which is prohibited under applicable Law or any Contract to which the Transferor or any Transferred Company is a party or that would cause the Transferor or any Transferred Company to waive its attorney-client privilege; provided, that the Transferor shall, and shall cause the Transferred Companies to, cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Acquiror to occur without so jeopardizing privilege or contravening such Law or Contract. (b) The foregoing shall not require Seller or Seller’s Affiliates to permit any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or Seller’s Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of such third party to such inspection or disclosure, (ii) the waiver of any applicable legally recognized privilege or (iii) the violation of any applicable Law, including the rules and regulations of any banking regulator to which Seller or any Affiliate of Seller is subject. (c) Within ten (10) Business Days following execution and delivery of this Agreement, Seller the Transferor shall make available to Purchaser the Acquiror (i) true and correct copies of all written customer complaints received by Xxxxxx Xxxxxx any Transferred Company since January 1, 2009 2012 and relating to Xxxxxx Xxxxxx any Transferred Company or any of Xxxxxx Xxxxxx’x Transferred Company’s current or former Associated Persons (other than any customer complaints relating to any RMK Fund) and all responses and other correspondence relating thereto, and (ii) true and correct copies of all reports on Forms U-4 and U-5 filed with respect to an Associated Person of Xxxxxx Xxxxxx any Transferred Company since January 1, 20092012.

Pre-Closing Access and Information. (a) Prior to From the date hereof until the earlier of the Closing Date or and the termination of this Agreement pursuant to in accordance with its terms, subject to applicable Law, Purchaser Buyer and its Affiliates shall be entitled, at Purchaser’s expenseincluding through its and their Representatives, to have make such reasonable investigation of the Transferred Assets, Assumed Liabilities and services to be provided pursuant to the Transition Services Agreement and such examination of the Records to the extent related thereto, and to receive such reasonable information, including financial information, as it reasonably requests and to make extracts and copies of such Records, including reasonable access to the offices, Representatives, and books, data, files, customary supporting information, records, documents, correspondence data and other materials documentation necessary for the preparation of the Companies and the Transferred Subsidiaries as Purchaser may reasonably requestBuyer’s financial reports. Any such access pursuant to this Section 7.3(a) investigation and examination shall be conducted or occur at after reasonable times during regular business hours, as approved in advance by Seller notice under reasonable circumstances and shall not otherwise unreasonably interfere with business or operations of Seller and its Subsidiaries; provided that any such access shall be subject to any restrictions under applicable Law and this Agreement. Seller shall, and shall cause its Affiliates and its and their respective Representatives to, cooperate with Buyer and its Affiliates and its and their respective Representatives in connection with such investigation and examination, and Buyer and its Affiliates and its and their respective Representatives shall cooperate with Seller and its Affiliates and its and their respective Representatives and shall use their reasonable best efforts to minimize any disruption to the terms and conditions Wireless Business. This Section 5.6 shall not entitle Buyer, its Affiliates or its Representatives to (a) contact any Third Party doing business with Seller except in the ordinary course of business unrelated to the Transaction, (b) access the properties or records of any such Third Party, (c) conduct samples, tests or otherwise analyze any air, soil, groundwater, building materials or other environmental media of the Confidentiality Agreement; provided further that sort generally referred to as a Phase II environmental investigation of any of the auditors and independent accountants properties of Seller or its Affiliates, (d) have access to, or require Seller or any of its Affiliates or Representatives to disclose, any information if Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, are adverse parties in a Proceeding and such information is pertinent thereto (without limiting any right to discovery) or (e) have access to, or require Seller or any of its Affiliates or Representatives to disclose, any information if such access or disclosure would (i) violate any obligation of confidentiality to which Seller or any of its Affiliates or Representatives may be subject or (ii) jeopardize any attorney/client privilege; provided, however, that, in the case of this subsection (e), Buyer and Seller shall reasonably cooperate in seeking to find a way to allow disclosure of as much of such information as is reasonably practicable and permissible to the extent doing so would not (in the good faith belief of Seller) be obligated likely to make result in the violation of any work papers available such applicable confidentiality obligation or privilege. No investigation or notice under this Section 5.6(a) or otherwise shall (x) alter any representation or warranty given hereunder by Seller, any condition to the obligations of the Parties under this Agreement or (y) modify any Person unless section of the Disclosure Schedules. Notwithstanding anything to the contrary set forth in this Section 5.6, in no event shall Seller be required to prepare any financial statements with regard to the Transferred Assets or the Assumed Liabilities, whether prior to or following the Closing, and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable no COVID-19 Response by the Seller or its Subsidiaries shall be deemed to such auditors violate or accountantsbreach this Section 5.6. (b) The foregoing From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Seller and its Subsidiaries shall, upon reasonable advance notice, provide Buyer and its Representatives with reasonable access, in such a manner as not to unduly interfere with the normal operations of the business of the Seller and its Subsidiaries and consistent with applicable Laws, to the retail store locations that are Transferred Assets as reasonably necessary such that Buyer and its Representatives may prior to the Closing install at each such location, in each case at Buyer’s sole cost and expense, and in such a manner as not to unduly interfere with the normal operations of the business of the Seller and its Subsidiaries and consistent with applicable Laws: (x) point of sale stations, (y) safes and security systems and (z) IT systems, broadband and cabling. For the avoidance of doubt, while the Buyer may complete such installations prior to the Closing, such systems will not be activated prior to the consummation of the Closing and in no event shall such installations be deemed to violate Section 5.1. Buyer shall indemnify, defend and hold harmless Seller and its Affiliates for any Losses incurred by Seller or its Affiliates in connection with any Third-Party claim (which, for the avoidance of doubt, includes any claims by Seller’s or its Affiliate’s respective employees, directors or officers) arising from or resulting from such installations; provided that, if the Closing occurs in accordance with the terms hereof, Seller shall not require Seller be entitled to any claim for indemnification pursuant to this Section 5.6(b) or Seller’s Affiliates to permit Article 11 for any inspection, or to disclose any information, that could reasonably be expected to result in (i) the disclosure of any Trade Secrets or the violation of any obligations of Seller or Seller’s Affiliates Losses with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent of Transferred Assets resulting from such third party to such inspection or disclosure, (ii) the waiver of any applicable legally recognized privilege or (iii) the violation of any applicable Law, including the rules and regulations of any banking regulator to which Seller or any Affiliate of Seller is subjectinstallation. (c) Within Seller shall, and shall cause its Subsidiaries to, on behalf of Buyer (at Buyer’s sole cost and expense), no earlier than fourteen (14) days prior to Closing, conduct training of the Wireless Business’s retail store employees with respect to Sprint’s point of sale stations for up to ten (10) Business Days following execution hours per employee, in each case as reasonably directed by Buyer. For the avoidance of this Agreementdoubt, Seller in no event shall make available such trainings be deemed to Purchaser (i) true and correct copies of all customer complaints received by Xxxxxx Xxxxxx since January 1, 2009 and relating to Xxxxxx Xxxxxx or any of Xxxxxx Xxxxxx’x current or former Associated Persons (other than any customer complaints relating to any RMK Fund) and all responses and other correspondence relating thereto, and (ii) true and correct copies of all reports on Forms U-4 and U-5 filed with respect to an Associated Person of Xxxxxx Xxxxxx since January 1, 2009violate Section 5.1.

Pre-Closing Access and Information. (a) Prior In addition to the access provided pursuant to Section 5.19(d), from the date hereof until the earlier of the Closing Date or and the termination of date this Agreement pursuant to is terminated in accordance with its terms, Seller shall, and shall cause the Equity Sellers, the XX Xxxxxxx, the Asset Sellers, the Transferred Entities and the JV Entities (subject to applicable LawSeller’s express rights to exercise control over each such JV Entity, Purchaser shall be entitledwhich Seller agrees to exercise to comply as fully as possible with this Section 5.03(a)) to, at Purchaser’s expense, to have such afford Buyer and its Representatives reasonable access to (i) the officesTransferred Books and Records, Representativesthe Real Property, and booksthe Shared Corporate Contracts, data(ii) such other information primarily used, filesor held for use in, information, records, documents, correspondence and other materials of the Companies and the Transferred Subsidiaries Business as Purchaser such Persons may reasonably request. Any such access pursuant , and (iii) the senior employees, counsel and financial advisors of Seller, to this Section 7.3(acooperate with Buyer solely in connection with clauses (i) shall be conducted or occur at and (ii) above, in each case during normal business hours and upon reasonable times during regular business hoursprior written notice; provided, as approved in advance by Seller and shall not otherwise unreasonably interfere with business or operations of Seller and its Subsidiaries; provided that any Buyer acknowledges that such access shall be subject provided by Seller, in such manner determined by Seller in its reasonable discretion; provided, further, that all such requests shall be coordinated through such representatives as shall be mutually agreed from time to time between the terms and conditions of the Confidentiality AgreementParties; provided further provided, further, that the auditors and independent accountants none of Seller or any of its Affiliates Subsidiaries shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.03 unless such investigation is conducted in such manner as not be obligated to make any work papers available to any Person unless unreasonably interfere with the conduct of the business of Seller and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountantsits Subsidiaries. (b) The foregoing shall not require Seller or Seller’s Affiliates to permit any inspectionNotwithstanding the foregoing, or to disclose any information, that could reasonably be expected to result in (i) neither Buyer nor any of its Representatives shall have access to (A) personnel records of the Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Seller’s opinion is sensitive or the disclosure of which could subject Seller or any Trade Secrets of its Subsidiaries or the violation any of their respective Representatives to risk of Liability, (B) any obligations real property of Seller or Seller’s Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent any of such third party to such inspection its Subsidiaries for purposes of conducting any environmental sampling or disclosuretesting of any environmental media (including soil, sediment, groundwater, soil vapor, ambient air, and building material), (iiC) any information to the waiver of any applicable legally recognized privilege or (iii) the violation of any applicable Law, including the rules and regulations of any banking regulator to which Seller or any Affiliate of Seller is subject. (c) Within ten (10) Business Days following execution of this Agreement, Seller shall make available to Purchaser (i) true and correct copies of all customer complaints received by Xxxxxx Xxxxxx since January 1, 2009 and extent primarily relating to Xxxxxx Xxxxxx the Retained Businesses, the Retained Assets or any of Xxxxxx Xxxxxx’x current or former Associated Persons the Retained Liabilities (other than in respect of Shared Corporate Contracts), or (D) any customer complaints relating to Seller Group Tax Return or any RMK Fund) and all responses and other correspondence relating work papers related thereto, and (ii) true Seller and correct copies its Subsidiaries and their respective Representatives may withhold (A) any information relating to the sale process or exploration of strategic alternatives for the Business and analysis (including financial analysis) relating thereto, (B) any document or information, the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege, or (C) any document or information which constitutes proprietary or competitively sensitive information (provided, that, in the case of clauses (ii)(B) through (C), Seller shall give notice to Buyer of the fact that such documents or information are being withheld and thereafter Seller shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver or reveal such information to a competitor). (c) Seller shall have the right to have one or more Representatives present at all reports on Forms U-4 times during any inspection, interview or examination pursuant to this Section 5.03. Buyer shall hold in confidence all such information disclosed, whether before or after the date hereof, pursuant to the terms and U-5 filed subject to the conditions contained in the Confidentiality Agreement and such information shall not be used by Buyer, any of its Subsidiaries or any of their respective Representatives, other than in connection with respect the transactions contemplated hereby or as otherwise expressly permitted by the Confidentiality Agreement. Notwithstanding anything to an Associated Person the contrary contained herein, prior to the Closing, without the prior written consent of Xxxxxx Xxxxxx since January 1Seller, 2009which may be withheld in its sole discretion for any reason, Buyer shall not contact any Business Employees or any vendors or suppliers to, or customers, subcontractors or prime contractors of, Seller or any of its Subsidiaries regarding the Business, this Agreement, the Transaction Documents, the Reorganization or the transactions contemplated hereby or thereby. In no event shall Buyer contact any employees, vendors or suppliers to, or customers, subcontractors or prime contractors of, Seller or any of its Subsidiaries about the Retained Businesses.

Pre-Closing Access and Information. (a) Prior In addition to the access provided pursuant to Section 5.19(d), from the Original Date until the earlier of the Closing Date or and the termination of date this Agreement pursuant to is terminated in accordance with its terms, Seller shall, and shall cause the Equity Sellers, the XX Xxxxxxx, the Asset Sellers, the Transferred Entities and the JV Entities (subject to applicable LawSeller’s express rights to exercise control over each such JV Entity, Purchaser shall be entitledwhich Seller agrees to exercise to comply as fully as possible with this Section 5.03(a)) to, at Purchaser’s expense, to have such afford Buyer and its Representatives reasonable access to (i) the officesTransferred Books and Records, Representativesthe Real Property, and booksthe Shared Corporate Contracts, data(ii) such other information primarily used, filesor held for use in, information, records, documents, correspondence and other materials of the Companies and the Transferred Subsidiaries Business as Purchaser such Persons may reasonably request. Any such access pursuant , and (iii) the senior employees, counsel and financial advisors of Seller, to this Section 7.3(acooperate with Buyer solely in connection with clauses (i) shall be conducted or occur at and (ii) above, in each case during normal business hours and upon reasonable times during regular business hoursprior written notice; provided, as approved in advance by Seller and shall not otherwise unreasonably interfere with business or operations of Seller and its Subsidiaries; provided that any Buyer acknowledges that such access shall be subject provided by Seller, in such manner determined by Seller in its reasonable discretion; provided, further, that all such requests shall be coordinated through such representatives as shall be mutually agreed from time to time between the terms and conditions of the Confidentiality AgreementParties; provided further provided, further, that the auditors and independent accountants none of Seller or any of its Affiliates Subsidiaries shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.03 unless such investigation is conducted in such manner as not be obligated to make any work papers available to any Person unless unreasonably interfere with the conduct of the business of Seller and until such Person has entered into reasonable and customary third-party access and confidentiality agreements in form and substance acceptable to such auditors or accountantsits Subsidiaries. (b) The foregoing shall not require Seller or Seller’s Affiliates to permit any inspectionNotwithstanding the foregoing, or to disclose any information, that could reasonably be expected to result in (i) neither Buyer nor any of its Representatives shall have access to (A) personnel records of the Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Seller’s opinion is sensitive or the disclosure of which could subject Seller or any Trade Secrets of its Subsidiaries or the violation any of their respective Representatives to risk of Liability, (B) any obligations real property of Seller or Seller’s Affiliates with respect to confidentiality if Seller shall have used reasonable best efforts to obtain the consent any of such third party to such inspection its Subsidiaries for purposes of conducting any environmental sampling or disclosuretesting of any environmental media (including soil, sediment, groundwater, soil vapor, ambient air, and building material), (iiC) any information to the waiver of any applicable legally recognized privilege or (iii) the violation of any applicable Law, including the rules and regulations of any banking regulator to which Seller or any Affiliate of Seller is subject. (c) Within ten (10) Business Days following execution of this Agreement, Seller shall make available to Purchaser (i) true and correct copies of all customer complaints received by Xxxxxx Xxxxxx since January 1, 2009 and extent primarily relating to Xxxxxx Xxxxxx the Retained Businesses, the Retained Assets or any of Xxxxxx Xxxxxx’x current or former Associated Persons the Retained Liabilities (other than in respect of Shared Corporate Contracts), or (D) any customer complaints relating to Seller Group Tax Return or any RMK Fund) and all responses and other correspondence relating work papers related thereto, and (ii) true Seller and correct copies its Subsidiaries and their respective Representatives may withhold (A) any information relating to the sale process or exploration of strategic alternatives for the Business and analysis (including financial analysis) relating thereto, (B) any document or information, the disclosure of which could reasonably be expected to violate any Contract or any Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege, or (C) any document or information which constitutes proprietary or competitively sensitive information (provided, that, in the case of clauses (ii)(B) through (C), Seller shall give notice to Buyer of the fact that such documents or information are being withheld and thereafter Seller shall use its commercially reasonable efforts to cause such documents or information, as applicable, to be made available in a manner that would not reasonably be expected to cause such a violation, disclosure or waiver or reveal such information to a competitor). (c) Seller shall have the right to have one or more Representatives present at all reports on Forms U-4 times during any inspection, interview or examination pursuant to this Section 5.03. Buyer shall hold in confidence all such information disclosed, whether before or after the Original Date, pursuant to the terms and U-5 filed subject to the conditions contained in the Confidentiality Agreement and such information shall not be used by Buyer, any of its Subsidiaries or any of their respective Representatives, other than in connection with respect the transactions contemplated hereby or as otherwise expressly permitted by the Confidentiality Agreement. Notwithstanding anything to an Associated Person the contrary contained herein, prior to the Closing, without the prior written consent of Xxxxxx Xxxxxx since January 1Seller, 2009which may be withheld in its sole discretion for any reason, Buyer shall not contact any Business Employees or any vendors or suppliers to, or customers, subcontractors or prime contractors of, Seller or any of its Subsidiaries regarding the Business, this Agreement, the Transaction Documents, the Reorganization or the transactions contemplated hereby or thereby. In no event shall Buyer contact any employees, vendors or suppliers to, or customers, subcontractors or prime contractors of, Seller or any of its Subsidiaries about the Retained Businesses.