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

Pre-Closing Access and Information. (a) From the date hereof until the Relevant Closing Date, Sapphire shall, and shall cause the other Sellers and their Subsidiaries (including the Transferred Entities) to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Sellers and their Subsidiaries (including the Transferred Entities) Relating to the Businesses and to such personnel, officers and other facilities and properties of the Transferred Entities as Buyer may reasonably request (including reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) during normal business hours and upon reasonable prior written notice, (ii) furnish to Buyer and its Representatives such financial and operating data and other information Relating to the Businesses as such Persons may reasonably request, including quarter and month-end financial information prepared by the Businesses (and reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) and (iii) cause the officers, employees, counsel and financial advisors of Sellers and their Subsidiaries (including the Transferred Entities) to cooperate with Buyer in connection with clauses (i) and (ii) above; provided that none of Sellers or their Subsidiaries (including the Transferred Entities) shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.02 unless such investigation is conducted in such a manner as to not unreasonably interfere with the conduct of the Businesses. (b) Notwithstanding the foregoing, (i) Buyer shall not, without Sapphire’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) or to the extent that Sapphire is required to provide such information to Buyer under the Transfer Regulations or other applicable Laws, have access, other than to the extent such access is granted in accordance with Privacy Requirements, to (A) personnel records of the Identified Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which is competitively sensitive to areas of the Businesses in which Buyer or its Affiliates compete with Sapphire and its Affiliates, (B) any properties of Sellers or any of their respective Subsidiaries (including the Transferred Entities) for purposes of conducting any environmental sampling or testing, or (C) any information to the extent relating to any Excluded Asset, Excluded Liability, Non-Business Asset, Non-Business Liability or the Retained Businesses, and (ii) Sapphire may, and may cause the other Sellers and their Subsidiaries (including the Transferred Entities) to, withhold (A) any information relating to the sale process for the Businesses, bids received from other Persons in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (B) any Business Records prepared in connection with any Transaction Document or the transactions contemplated thereby and (C) any access, document or information, the provision or disclosure of which, upon the advice of counsel, would violate any applicable Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege (provided, that, Sapphire shall give notice to Buyer of the fact that such documents or information are being withheld and coordinate with Buyer to determine alternative means to disclose such information (or summaries thereof) without resulting in such loss or waiver). (c) Sellers shall have the right to have one or more Representatives present at all times during any inspections, interviews and examinations pursuant to this Section 5.02. Buyer shall hold in strict confidence all such documents and information disclosed to it or its Representatives, whether before or after the date hereof, pursuant to the terms and subject to the conditions contained in the Confidentiality Agreement.

Pre-Closing Access and Information. (a) From the date hereof until the Relevant Closing Date, Sapphire Parent and the Sellers shall, and shall cause the other Sellers and their Subsidiaries (including the Transferred Entities) Business Entities to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Parent, the Sellers and their Subsidiaries (including the Transferred Entities) Relating Business Entities relating to the Businesses and to such personnel, officers and other facilities and properties of the Transferred Entities as Buyer may reasonably request (including reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) Business during normal business hours and upon reasonable prior written notice, (ii) furnish to Buyer and its Representatives such financial and operating data and other information Relating relating to the Businesses Business as such Persons may reasonably request, including quarter and month-end financial information prepared by the Businesses (and reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) request and (iii) cause the directors, officers, employees, counsel counsel, accountants and financial advisors of Parent, the Sellers and their Subsidiaries (including the Transferred Entities) Business Entities to cooperate with Buyer in connection with clauses (i) and (ii) above; provided, that Buyer acknowledges that such books and records, data and other information shall be provided by Parent, the Sellers and the Business Entities in a manner consistent with the information provided to Buyer prior to the date hereof; provided, further, that none of Parent, the Sellers or their Subsidiaries (including the Transferred Entities) Business Entities shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.02 unless such investigation is conducted in such a manner as not to not unreasonably interfere with the conduct of the Businessesbusiness of Parent, the Sellers and the Business Entities. (b) Notwithstanding the foregoing, (i) Buyer shall not, without Sapphire’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) or to the extent that Sapphire is required to provide such information to Buyer under the Transfer Regulations or other applicable Laws, have access, other than to the extent such access is granted in accordance with Privacy Requirements, to (A) personnel records of the Identified Business Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which in Parent’s opinion is competitively sensitive to areas or the disclosure of the Businesses in which Buyer or its Affiliates compete is not consistent with Sapphire and its Affiliatesapplicable data protection laws, (B) any properties of Sellers Parent, the Sellers, the Business Entities or any of their respective Subsidiaries (including the Transferred Entities) Affiliates for purposes of conducting any intrusive environmental sampling or testing, or (C) any information to the extent relating to any Excluded Asset, Excluded Liability, Non-Business Asset, Non-Business Liability or the Retained Businesses, and (ii) Sapphire mayParent, and may cause the other Sellers and the Business Entities and their Subsidiaries (including the Transferred Entities) to, respective Affiliates may withhold (A) any information relating to the sale process for the Businessesprocess, bids received from other Persons in connection with the transactions contemplated by the Transaction Documents this Agreement and information and analysis (including financial analysis) relating to such bids, and (B) any Business Records prepared in connection with any Transaction Document or the transactions contemplated thereby and (C) any access, document or information, the provision or disclosure of which, upon the advice of counsel, would which could reasonably be expected to violate any applicable 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 (provided, that, Sapphire in the case of this clause (B), Parent shall give notice to Buyer of the fact that such documents or information are being withheld and coordinate with Buyer thereafter Parent shall use its commercially reasonable efforts to determine alternative means cause such documents or information, as applicable, to disclose be made available in a manner that would not reasonably be expected to cause such information (or summaries thereof) without resulting in such loss a violation, disclosure or waiver)) and (iii) Buyer’s access to the Tax information, books and records of Parent and its Affiliates (including the Business Entities) shall be governed exclusively by Article VI. (c) Parent, the Sellers and the Business Entities shall have the right to have one or more Representatives present at all times during any such inspections, interviews and examinations pursuant to this Section 5.02examinations. Buyer shall hold in strict confidence all such documents and information disclosed to it or its Representativesdisclosed, whether before or after the date hereof, pursuant to the terms and subject to the conditions contained in the Confidentiality Agreement and such information shall not be used by any Person, other than in connection with the transactions contemplated hereby or as otherwise expressly permitted by the Confidentiality Agreement. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed, Buyer shall not contact any Business Employees or any vendors to, or customers of, Parent, the Sellers, the Business Entities or any of their respective Affiliates regarding the Business, this Agreement or the transactions contemplated hereby. In no event shall Buyer contact any vendors to, or customers of, Parent and the Sellers or any of their respective Affiliates about the Retained Businesses.

Pre-Closing Access and Information. (a) From the date hereof until the Relevant Closing Date, Sapphire Seller shall, and shall cause the other Sellers Company and their the Company Subsidiaries (including the Transferred Entities) to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Sellers the Company and their the Company Subsidiaries (including the Transferred Entities) Relating to the Businesses and to such personnel, officers and other facilities and properties of the Transferred Entities as Buyer may reasonably request (including reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) during normal business hours and upon reasonable prior written notice, (ii) furnish to Buyer and its Representatives such financial and operating data and other information Relating relating to the Businesses Company and the Company Subsidiaries as such Persons may reasonably request, including quarter and month-end financial information prepared by the Businesses (and reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) request and (iii) cause the officers, employees, counsel and financial advisors of Sellers the Company and their the Company Subsidiaries (including the Transferred Entities) to cooperate with Buyer solely in connection with clauses (i) and (ii) above; provided that Buyer acknowledges that such books and records, data and other information shall be provided by Seller, the Company and the Company Subsidiaries in a manner consistent with the information provided to Buyer prior to the date hereof; provided, further, that none of Sellers Seller, the Company or their the Company Subsidiaries (including the Transferred Entities) shall be required to (x) provide access or information related to individual hotel properties or (y) facilitate or cooperate with any investigation pursuant to this Section 5.02 unless unless, with respect to (i) and (ii), such access or investigation is conducted in such a manner as not to not unreasonably interfere with the conduct of the Businessesbusiness of Seller, the Company and the Company Subsidiaries; provided, further, that any such access pursuant to this Section 5.02 must be coordinated through Seller’s Chief Financial Officer and Chief Accounting Officer. (b) Notwithstanding the foregoing, (i) prior to the Closing Date Buyer shall not, without Sapphire’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) or to the extent that Sapphire is required to provide such information to Buyer under the Transfer Regulations or other applicable Laws, have access, other than to the extent such access is granted in accordance with Privacy Requirements, to (A) personnel records of the Identified Employees Company Employees, including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information to the extent that the disclosure of which is competitively sensitive to areas could, in the reasonable opinion of the Businesses in which Buyer Seller, subject Seller, the Company, the Company Subsidiaries or its any of their respective Affiliates compete with Sapphire or direct or indirect equity holders to risk of Liability and its Affiliates, (B) any properties of Sellers Seller, the Company, the Company Subsidiaries or any of their respective Subsidiaries (including the Transferred Entities) Affiliates or direct or indirect equity holders for purposes of conducting any environmental sampling or testing, or (C) any information to the extent relating to any Excluded Asset, Excluded Liability, Non-Business Asset, Non-Business Liability or the Retained Businesses, testing and (ii) Sapphire maySeller, and may cause the other Sellers Company, the Company Subsidiaries and their Subsidiaries (including the Transferred Entities) to, respective Affiliates or direct or indirect equity holders may withhold (A) any information relating to the sale process for the Businessesprocess, bids received from other Persons in connection with the transactions contemplated by the Transaction Documents this Agreement and information and analysis (including financial analysis) relating to such bids, bids and (B) prior to the Closing Date, any Business Records prepared in connection with any Transaction Document or the transactions contemplated thereby and (C) any access, document or information, the provision or disclosure of which, upon the advice of counsel, would which could reasonably be expected to violate any applicable 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 (provided, provided that, Sapphire in the case of this clause (B), Seller shall give notice to Buyer of the fact that such documents or information are being withheld and coordinate with Buyer thereafter Seller shall use its commercially reasonable efforts to determine alternative means cause such documents or information, as applicable, to disclose be made available in a manner that would not reasonably be expected to cause such information (or summaries thereof) without resulting in such loss a violation, disclosure or waiver). (c) Sellers Buyer acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to (x) the sale process, bids received from Buyer and other Persons in connection with the transactions contemplated by this Agreement and (y) the Asset Management Business (the “Asset Management Information”) that are in the possession of the Company or any of the Company Subsidiaries as of the date hereof and through the Closing will be transferred to Seller prior to or as of the Closing and, subject to Section 5.14(c), Seller shall not be required to grant access to such documents, materials and other information to Buyer or any of its Affiliates at any time. Notwithstanding the foregoing, upon Buyer’s written request, Seller shall provide to the Company, at the Closing, any confidentiality agreements executed in connection with the sale process to enable Buyer to enforce any breach by a third party of such confidentiality obligations that may potentially harm the business of the Company and the Company Subsidiaries. (d) Seller, the Company and the Company Subsidiaries shall have the right to have one or more Representatives present at all times during any inspections, interviews and examinations pursuant to provided for in this Section 5.02. Buyer shall hold in strict confidence all such documents and information disclosed to it or its Representativesdisclosed, whether before or after the date hereof, pursuant to the terms and subject to the conditions contained in the Confidentiality Agreement and such information shall not be used by any Person, other than in connection with the transactions contemplated hereby or as otherwise expressly permitted by the Confidentiality Agreement. (e) Notwithstanding anything to the contrary contained herein, prior to Closing, without the prior written consent of Seller, and except in accordance with and pursuant to an agreed integration plan with respect to the Company and the Company Subsidiaries, Buyer shall not contact any hotel owners, Company Employees or any vendors to, or customers of, Seller, the Company and the Company Subsidiaries or any of their respective Affiliates regarding the Company and the Company Subsidiaries, this Agreement or the transactions contemplated hereby.

Pre-Closing Access and Information. (a) From the date hereof until the Relevant Closing Date, Sapphire shall, and shall cause the other Sellers and their Subsidiaries (including the Transferred Entities) to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Sellers and their Subsidiaries (including the Transferred Entities) Relating relating to the Businesses and to such personnel, officers and other facilities and properties of the Transferred Entities as Buyer may reasonably request (including reasonably requested information for purposes of Buyer screening or for compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) during normal business hours and upon reasonable prior written notice, (ii) furnish to Buyer and its Representatives such financial and operating data and other information Relating relating to the Businesses as such Persons may reasonably request, including quarter and month-end financial information prepared by the Businesses (and reasonably requested information for purposes of Buyer screening or for compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) and (iii) cause the officers, employees, counsel and financial advisors of Sellers and their Subsidiaries (including the Transferred Entities) to cooperate with Buyer in connection with clauses (i) and (ii) above; provided that none of Sellers or their Subsidiaries (including the Transferred Entities) shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.02 unless such investigation is conducted in such a manner as to not unreasonably interfere with the conduct of the Businesses. (b) Notwithstanding the foregoing, (i) Buyer shall not, without Sapphire’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) or to the extent that Sapphire is required to provide such information to Buyer under the Transfer Regulations or other applicable Laws, have access, other than to the extent such access is granted in accordance with Privacy Requirements, to (A) personnel records of the Identified Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which is competitively sensitive to areas of the Businesses in which Buyer or its Affiliates compete with Sapphire and its Affiliates, (B) any properties of Sellers or any of their respective Subsidiaries (including the Transferred Entities) for purposes of conducting any environmental sampling or testing, or (C) any information to the extent relating to any Excluded Asset, Excluded Liability, Non-Business Asset, Non-Business Liability or the Retained Businesses, and (ii) Sapphire may, and may cause the other Sellers and their Subsidiaries (including the Transferred Entities) to, withhold (A) any information relating to the sale process for the Businesses, bids received from other Persons in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (B) any Business Records prepared in connection with any Transaction Document or the transactions contemplated thereby and (C) any access, document or information, the provision or disclosure of which, upon the advice of counsel, would violate any applicable Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege (provided, that, Sapphire shall give notice to Buyer of the fact that such documents or information are being withheld and coordinate with Buyer to determine alternative means to disclose such information (or summaries thereof) without resulting in such loss or waiver). (c) Sellers shall have the right to have one or more Representatives present at all times during any inspections, interviews and examinations pursuant to this Section 5.02. Buyer shall hold in strict confidence all such documents and information disclosed to it or its Representatives, whether before or after the date hereof, pursuant to the terms and subject to the conditions contained in the Confidentiality Agreement.

Pre-Closing Access and Information. Subject to the provisions of that certain Confidentiality Agreement between Buyer and BP Products North America Inc. dated October 28, 2010 (athe “Confidentiality Agreement”) From 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 at a location selected by Seller in its sole discretion throughout the period between the date hereof until of this Purchase Agreement and the Relevant Closing Date, Sapphire shall, and shall cause the other Sellers and their Subsidiaries (including the Transferred Entities) Date to, : (i) afford Buyer and its Representatives the Purchased Assets (including by providing reasonable access to the offices“Group A Terminals,” as defined in the form of the Terminal TAS Transition Services Agreement attached hereto as Exhibit G-3, properties, books to Buyer’s telecommunications vendors as reasonably requested by Buyer to enable Buyer’s proprietary telecommunications facilities and records of Sellers and their Subsidiaries (including the Transferred Entities) Relating connections to be installed prior to the Businesses Closing Date at such applicable Purchased Terminal Facilities); and to such personnel, officers (ii) the Books and Records and other facilities data and properties information relating exclusively to or used exclusively in connection with the operations of the Transferred Entities Purchased Terminal Facilities and the Purchased Pipeline Systems in Seller’s possession or control (as set forth in this clause (ii), “Data”); provided that, Buyer shall not have the right to conduct any environmental sampling or testing at or around the Purchased Assets. During this period, Seller shall use Commercially Reasonable Efforts to furnish to, or cause to be furnished to, Buyer and its representatives all Data which may reasonably request (including reasonably be requested information for purposes by Buyer and shall use Commercially Reasonable Efforts to make available, or cause to be made available, such personnel of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) Seller during normal business hours and upon reasonable prior written notice, (ii) furnish to Buyer and its Representatives such financial and operating data and other information Relating to the Businesses as such Persons may reasonably request, including quarter be requested for the furnishing of such Data; and month-end financial information prepared by the Businesses (and reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) and (iii) cause the officers, employees, counsel and financial advisors of Sellers and their Subsidiaries (including the Transferred Entities) to cooperate with Buyer in connection with clauses (i) and (ii) above; further provided that none Data shall not include any (x) data or information relating to BP Group operations or businesses other than the Purchased Assets, or (y) data or information subject to legal privilege or obligations of Sellers confidentiality owed to Third Parties. During this period, Buyer shall not contact or their Subsidiaries (including the Transferred Entities) shall be required to facilitate or cooperate communicate with any investigation pursuant to this Section 5.02 unless such investigation is conducted in such a manner as to not unreasonably interfere with the conduct employees of the Businesses. (b) Notwithstanding BP Group, or any customers of, distributors of or suppliers of the foregoing, (i) Buyer shall not, Purchased Terminal Facilities or the Purchased Pipeline Systems without SapphireSeller’s prior written consent (such consent not to be unreasonably withheldconsent, conditioned or delayed) or to the extent that Sapphire is required to provide such information to Buyer under the Transfer Regulations or other applicable Laws, have access, other than to the extent such access is granted except in accordance with Privacy Requirements, to (A) personnel records Buyer’s ordinary course of the Identified Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which is competitively sensitive to areas of the Businesses in which Buyer or its Affiliates compete with Sapphire and its Affiliates, (B) any properties of Sellers or any of their respective Subsidiaries (including the Transferred Entities) for purposes of conducting any environmental sampling or testing, or (C) any information to the extent relating to any Excluded Asset, Excluded Liability, Non-Business Asset, Non-Business Liability or the Retained Businesses, and (ii) Sapphire may, and may cause the other Sellers and their Subsidiaries (including the Transferred Entities) to, withhold (A) any information relating to the sale process for the Businesses, bids received from other Persons in connection with the transactions contemplated by the Transaction Documents and information and analysis (including financial analysis) relating to such bids, (B) any Business Records prepared in connection with any Transaction Document or the transactions contemplated thereby and (C) any access, document or information, the provision or disclosure of which, upon the advice of counsel, would violate any applicable Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product privilege (provided, that, Sapphire shall give notice to Buyer of the fact that such documents or information are being withheld and coordinate with Buyer to determine alternative means to disclose such information (or summaries thereof) without resulting in such loss or waiver)business. (c) Sellers shall have the right to have one or more Representatives present at all times during any inspections, interviews and examinations pursuant to this Section 5.02. Buyer shall hold in strict confidence all such documents and information disclosed to it or its Representatives, whether before or after the date hereof, pursuant to the terms and subject to the conditions contained in the Confidentiality Agreement.

Pre-Closing Access and Information. (a) From the date hereof until the Relevant Closing Date, Sapphire shallSeller will, and shall will cause the other Sellers and their Subsidiaries (including the DVU Transferred Entities) Entities to, (i) afford Buyer and its Representatives reasonable access to the offices, properties, books and records of Sellers Seller and their Subsidiaries (including the DVU Transferred Entities) Relating Entities relating to the Businesses University and to such personnel, officers and other facilities and properties of the DVU Transferred Entities as Buyer may reasonably request (including reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) during normal business hours and upon reasonable prior written noticenotice (which may be provided via e-mail), (ii) furnish to Buyer and its Representatives such financial and operating data and other information Relating relating to the Businesses University as such Persons may reasonably request, including quarter and month-end financial information prepared by the Businesses (and reasonably requested information for purposes of Buyer screening or compliance with Buyer’s economic, financial and trade sanctions, anti-bribery, anti-corruption and/or anti-money laundering policies) request and (iii) cause the officers, employees, counsel and financial advisors of Sellers Seller and their Subsidiaries (including the DVU Transferred Entities) Entities to cooperate with Buyer solely in connection with clauses (i) and (ii) above; provided, that, Buyer acknowledges that such books and records, data and other information may be provided by Seller and the DVU Transferred Entities in a manner consistent with the information provided to Buyer prior to the date hereof; provided, further, that none of Sellers or their Subsidiaries (including the Transferred Entities) shall be required to facilitate or cooperate with any investigation pursuant to this Section 5.02 unless such investigation is will be conducted in such a manner as not to not unreasonably interfere with the conduct of the Businessesbusiness of Seller and the DVU Transferred Entities. (b) Notwithstanding the foregoing, (i) Buyer shall not, without Sapphire’s prior written consent (such consent will not to be unreasonably withheld, conditioned or delayed) or to the extent that Sapphire is required to provide such information to Buyer under the Transfer Regulations or other applicable Laws, have access, other than to the extent such access is granted in accordance with Privacy Requirements, to (A) personnel records of the Identified University Employees including records relating to individual performance or evaluation records, medical histories, individual employee benefit information or other information which is competitively sensitive to areas of the Businesses in which Buyer Seller believes in good faith is sensitive or its the disclosure of which could subject Seller, the DVU Transferred Entities or any of their respective Affiliates compete with Sapphire and its Affiliatesto risk of Liability, (B) any facilities or properties of Sellers Seller, the DVU Transferred Entities or any of their respective Subsidiaries (including the Transferred Entities) Affiliates for purposes of conducting any environmental sampling or testing, or (C) any information to the extent relating to any Excluded Asset, Excluded Liability, Non-Business Asset, Non-Business Liability or the Retained Businesses, or (D) any Seller Group Tax Return or any work papers related thereto, and (ii) Sapphire may, Seller and may cause the other Sellers DVU Transferred Entities and their Subsidiaries (including the Transferred Entities) to, respective Affiliates may withhold (A) any information relating to the sale process for the Businessesprocess, bids received from other Persons in connection with the transactions contemplated by the Transaction Documents this Agreement and information and analysis (including financial analysis) relating to such bids, and (B) any Business Records prepared in connection with any Transaction Document or the transactions contemplated thereby and (C) any access, document or information, the provision or disclosure of whichwhich could reasonably be expected, upon the advice of counsel, would to violate any applicable Material Contract or any Law or Educational Law, result in the loss of protectable interests in trade secrets, or result in the waiver of any legal privilege or work-product work‑product privilege (provided, that, Sapphire shall in the case of this clause (B), Seller will give notice to Buyer of the fact that such documents or information are being withheld and coordinate with Buyer thereafter Seller will cooperate in good faith to determine alternative means cause such documents or information, as applicable, to disclose be made available in a manner that would not reasonably be expected to cause such information (or summaries thereof) without resulting in such loss a violation, disclosure or waiver). (c) Sellers shall Seller and the DVU Transferred Entities will have the right to have one or more Representatives present at all times during any such inspections, interviews and examinations pursuant to this Section 5.02examinations. Buyer shall will hold in strict confidence all such documents and information disclosed to it or its Representativesdisclosed, whether before or after the date hereof, pursuant to the terms and subject to the conditions contained in the Confidentiality Agreement and such information will not be used by any Person, other than in connection with the transactions contemplated hereby or as otherwise expressly permitted by the Confidentiality Agreement. Notwithstanding anything to the contrary contained herein, prior to Closing, without the prior written consent of Seller, which may be withheld in its sole discretion, Buyer will not contact any University Employees or any vendors to, or customers or students of, Seller, the DVU Transferred Entities, the University, or any of their respective Affiliates regarding the University, this Agreement or the transactions contemplated hereby. In no event will Buyer contact any vendors to, or customers or students of, Seller or any of its Affiliates about the Retained Businesses; provided that the foregoing restriction shall not preclude ordinary course contacts not related to the transactions contemplated by this Agreement.