Common use of Pre-Closing Access to Information; Confidentiality Clause in Contracts

Pre-Closing Access to Information; Confidentiality. Except for information that, if provided, would, in the judgment of Seller’s legal counsel, adversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, for information relating to communications regarding the divestiture of the Company, the Subsidiary and/or the Business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals), for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to the date of this Agreement applicable to Seller, the Company or the Subsidiary and for information that Seller reasonably believes is competitively sensitive but would not be reasonably expected to adversely affect a third party’s valuation of the Company, the Subsidiary or the Business, Seller shall cause the Company or the Subsidiary, during the period commencing on the date of this Agreement and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable notice, (a) such access to the books, records and other information of the Company or the Subsidiary as Buyer reasonably requests and (b) subject to Seller’s prior written consent, such access, during normal business hours, to the facilities currently leased by the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption of the conduct of the Business. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party that has business dealings with the Company or the Subsidiary (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the express prior written consent of Seller in each instance, or of a representative of Seller or an affiliate of Seller jointly participating in any such communication. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller, the Company or the Subsidiary as “Evaluation Material” under the Confidentiality Agreement, dated November 4, 2011 between The Xxxxxxx Xxxxxx Corporation and Buyer (the “Confidentiality Agreement”), and Buyer shall continue to honor, and cause its representatives to honor, the obligations thereunder for such time and under such conditions as are required under the Confidentiality Agreement.

Pre-Closing Access to Information; Confidentiality. (a) Except for information thatas otherwise prohibited by applicable Law, if provided, would, in the judgment of Seller’s legal counsel, adversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, for information relating to communications regarding the divestiture of the Company, the Subsidiary and/or the Business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals), for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to from the date of this Agreement until the Closing, each Company Party shall, and shall cause its Subsidiaries to, (i) provide to Parent and Parent’s Representatives reasonable access during normal business hours upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of the Company Parties and their respective Subsidiaries and to the books and records thereof (including for purposes of conducting regulatory compliance reviews and audits to the extent reasonably required to allow Parent to be in compliance with its policies and procedures and any applicable Law at the Closing); and (ii) furnish promptly to SellerParent such information concerning the business, properties, contracts, assets, liabilities, personnel and other aspects of the Company Parties and their respective Subsidiaries as Parent or its Representatives may reasonably request; provided, however, that (x) the Company Parties shall not be required to (i) provide access to or disclose any such information to the extent such access or disclosure would reasonably be expected to result in the loss of attorney-client or similar privilege of the Company Parties or any of their respective Subsidiaries, (ii) take any action which in the reasonable judgment of the Company would result in the violation of any applicable Law (including Antitrust Laws), violate any Company Party’s legally enforceable confidentiality obligations to third parties or unreasonably interfere with the business and operations of the Company Parties, (iii) permit Parent, its Affiliates or their respective Representatives to conduct any environmental testing or any “invasive” testing or soil, air or groundwater sampling, including, without limitation, any Phase I or Phase II environmental assessments, and (iv) disclose any Trade Secrets (provided that the Company Parties and their respective Subsidiaries shall use their reasonable best efforts to allow for such access or disclosure in a manner that does not result in a loss of attorney-client or similar privilege, violation of Law or such other obligations or result in the disclosure of Trade Secrets, as applicable) and (y) the Company Parties may limit physical access to the properties, offices and other facilities of the Company Parties and their respective Subsidiaries to the extent the Company reasonably determines that such access would jeopardize the health and safety of any employee of the Company or its Subsidiaries, including in light of COVID-19 (clauses (x) and (y), the Subsidiary and for information that Seller reasonably believes is competitively sensitive but would not be reasonably expected “Access Limitations”). (b) Except to adversely affect a third party’s valuation the extent expressly set forth herein or with the prior written approval of the Company, Parent (in the Subsidiary case of each Company Party) or the BusinessCompany (in the case of each Parent Party), Seller shall cause the each Parent Party and Company or the SubsidiaryParty agrees that, during the period commencing on from the date of this Agreement and ending on until the Closing DateClosing, to furnish or cause to be furnished to Buyer it and its representativesRepresentatives and Affiliates are not authorized to, at reasonable times and upon reasonable notice, (a) such access to the books, records and other information of the Company or the Subsidiary as Buyer reasonably requests and (b) subject to Seller’s prior written consent, such access, during normal business hours, to the facilities currently leased by the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption of the conduct of the Business. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectlyshall not, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party that has business dealings with the Company or the Subsidiary (including employees, customers, suppliers and lessors) distributors of such other Parties or any of its Subsidiaries with respect or relating to the transactions contemplated herebybusiness and operations of the Parent Parties or the Company Parties, except with the express prior written consent of Seller in each instanceas applicable, or their respective Subsidiaries (outside the ordinary course of a representative business, consistent with past practice), any Transaction Agreement or the Transactions. (c) Except as otherwise prohibited by applicable Law, from the date of Seller or an affiliate this Agreement until the Closing, Parent shall, and shall cause its Subsidiaries to, provide to the Company and the Company’s Representatives reasonable access during normal business hours upon reasonable prior notice to the officers, employees and other personnel, agents, properties, offices and other facilities of Seller jointly participating in any such communication. Buyer the Parent Parties and its Affiliates their respective Subsidiaries and representatives shall treat all to the books and records thereof, subject to the Access Limitations. (d) All information obtained from by the parties hereto in connection with or on behalf pursuant to the terms of Seller, the Company or the Subsidiary as “Evaluation Material” under this Agreement shall be kept confidential in accordance with the Confidentiality Agreement, dated November 4, 2011 between The Xxxxxxx Xxxxxx Corporation and Buyer (the “Confidentiality Agreement”). Effective upon, and Buyer shall continue to honor, and cause its representatives to honoronly upon, the obligations thereunder for such time and under such conditions as are required under Closing, the Confidentiality AgreementAgreement shall terminate and there shall be no further right or obligation thereunder. (e) No investigation pursuant to this Section 7.03 shall affect any representation, warranty, covenant or agreement in this Agreement of any Party or any condition to the obligations of the Parties.

Pre-Closing Access to Information; Confidentiality. Except (a) Prior to the Closing Date, the Seller Parties shall, and shall cause the Companies to, afford to Buyer and its Representatives access upon reasonable prior notice at reasonable times during normal business hours to all of the properties, books, Contracts, employees and records of the Companies and the Company Business and, during such period, the Seller Parties shall, and shall cause the Companies to, furnish to Buyer such information concerning the business, properties, financial condition, operations and senior personnel of the Companies and the Company Business as Buyer may from time to time reasonably request, other than any such properties, books, Contracts, records and information that (i) are subject to an attorney-client or other legal privilege that might be impaired by such disclosure, (ii) are subject to a contractual obligation of confidentiality or (iii) constitute Privileged Deal Communications or internal drafts, opinions, valuations, correspondence or other materials produced or received by, or provided between or among, the Seller Parties or their respective Affiliates or Representatives with respect to the negotiation or valuation of the transactions contemplated hereunder (or any alternative transaction to the transactions contemplated hereunder) or the terms of engagement of such Representatives with respect thereto. If any properties, books, Contracts, records and information are withheld by the Seller Parties pursuant to clauses (i) or (ii) of the preceding sentence, the Seller Parties shall inform Buyer of that fact and provide a description of the general nature of what is being withheld, and cooperate with Buyer to (A) develop reasonable substitute arrangements that do not result in the loss of such privilege or the breach of such obligations (including redacting information or entering into joint defense agreements) and (B) obtain any consent or waiver necessary from any Person to whom any contractual confidentiality obligation is owed in order to disclose such information to Buyer and restructure the form of access, and/or make other arrangements, so as to permit the access requested. All requests for access or information thatpursuant to this Section 5.2(a) shall be directed to such Person or Persons as the Seller Parties shall designate. Without limiting the terms thereof, if providedthe Confidentiality Agreement shall govern the obligations of Buyer and its Representatives with respect to all information of any type furnished or made available to them pursuant to this Section 5.2(a). Notwithstanding anything in the foregoing to the contrary, wouldthe Seller Parties shall, upon request of Buyer (prior to or after the Closing), consent to the release of the ALFA transaction model and supporting files used by Milliman in connection with the projections provided in the Actuarial Reports. (b) From and after the Closing: (i) the Seller Parties shall, and shall cause their respective Affiliates (including, with respect to XXXX, for purposes of this Section 5.2(b), causing any acquiror of XXXX or any of such acquiror’s Affiliates) and Representatives to, maintain in confidence any confidential information to the extent relating to the Companies or the Company Business whether obtained by virtue of the Seller Parties’ and their Affiliates’ ownership of the Company Business prior to the Closing or otherwise; and (ii) Buyer shall, and shall cause its Affiliates and representatives to, maintain in confidence any confidential information of or relating to the Seller Parties or any of their respective Affiliates or their respective businesses (other than information relating to the Company Business) and any Privileged Deal Communications that intentionally or inadvertently come into possession of the Companies or their Affiliates as contemplated by Section 10.12, except that the foregoing requirements in clauses (i) and (ii) of this Section 5.2(b) shall not apply to the extent that (A) any such information is or becomes generally available to the public other than as a result of disclosure by a Seller Party or their Affiliates (in the case of clause (i)) or Buyer or its Affiliates (in the case of clause (ii)) or any of their respective Representatives, in violation of this Section 5.2(b), (B) any such information is required by Applicable Law, stock exchange rules or a Governmental Entity to be disclosed; after prior notice has been given to AIC (in the judgment case of Seller’s legal counselclause (i)) or Buyer (in the case of clause (ii)), adversely affect as applicable (including any report, statement, testimony or other submission to such Governmental Entity), (C) any such information was or becomes available to the ability Seller Parties or their Affiliates (in the case of Seller clause (i)) or Buyer or its Affiliates (in the case of clause (ii)) on a non-confidential basis and from a source (other than the other party or any Affiliate or Representative of such other party or its Affiliates) that is not bound by a confidentiality agreement with respect to such information or is not otherwise obligated to keep such information confidential or (D) any such information is reasonably necessary to be disclosed in connection with any Action or in any dispute with respect to this Agreement or any other Transaction Agreement; provided that if any party or any of its Affiliates becomes legally compelled by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar judicial or administrative process to assert attorney-client disclose such confidential information, such party shall provide the other party with prompt prior written notice of such requirement and reasonably cooperate with the other party and its Affiliates, at such other party’s expense, to obtain a protective order or attorney work product privilege similar remedy to cause such information not to be disclosed. In the event that such protective order or a other similar privilege, for information relating to communications regarding the divestiture of the Companyremedy is not obtained, the Subsidiary and/or the Business (including information relating party required to the identity make such disclosure or its Affiliates shall furnish only that portion of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals), for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to the date of this Agreement applicable to Seller, the Company or the Subsidiary and for confidential information that Seller reasonably believes is competitively sensitive but would not has been legally compelled, and shall exercise its reasonable best efforts to obtain assurance that confidential treatment will be reasonably expected to adversely affect a third party’s valuation of the Company, the Subsidiary or the Business, Seller accorded such disclosed information. Each party shall cause the Company or the Subsidiary, during the period commencing on the date of this Agreement and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable notice, (a) such access to the books, records and other information of the Company or the Subsidiary as Buyer reasonably requests and (b) subject to Seller’s prior written consent, such access, during normal business hours, to the facilities currently leased by the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption of the conduct of the Business. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party that has business dealings with the Company or the Subsidiary (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the express prior written consent of Seller in each instance, or of a representative of Seller or an affiliate of Seller jointly participating in any such communication. Buyer and instruct its Affiliates and representatives shall treat all its and their respective Representatives having access to such confidential information obtained from or on behalf of Seller, the Company or the Subsidiary as “Evaluation Material” under the Confidentiality Agreement, dated November 4, 2011 between The Xxxxxxx Xxxxxx Corporation and Buyer (the “Confidentiality Agreement”), and Buyer shall continue to honor, and cause its representatives to honor, the obligations thereunder for such time and under such conditions as are required under the Confidentiality Agreementobligation of confidentiality.

Pre-Closing Access to Information; Confidentiality. Except for information that, if provided, would, in the judgment of Seller’s legal counsel, adversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, for information relating to communications regarding the divestiture of the Company, the Subsidiary and/or the Business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals)Company shall, for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to the date of this Agreement applicable to Seller, and the Company or the Subsidiary and for information that Seller reasonably believes is competitively sensitive but would not be reasonably expected to adversely affect a third party’s valuation of the Company, the Subsidiary or the Business, Seller shall cause the Company or the SubsidiaryAcquired Subsidiaries to, during the period commencing on the date of this Agreement and ending on the Closing Date, afford to furnish or cause to be furnished to Buyer Purchaser and its representativesaccountants, at reasonable times and upon reasonable noticecounsel, (a) such access to the books, records financial advisors and other information of the Company or the Subsidiary as Buyer reasonably requests and (b) subject to Seller’s prior written consent, such representatives reasonable access, during normal business hourshours upon reasonable notice throughout the period prior to the Closing, to the their respective properties and facilities currently (including all real property owned or leased by the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption any of the conduct Acquired Subsidiaries and the buildings, structures, fixtures, appurtenances and improvements erected, attached or located thereon), books, financial information (including working papers and data in the possession of Seller's or the BusinessCompany's independent public accountants, internal audit reports, and "management letters" from such accountants with respect to Seller's or Company's systems of internal control), Contracts, commitments and records and, during such period, shall furnish promptly such information concerning its businesses, properties and personnel as Purchaser shall reasonably request; provided, however, such investigation shall not unreasonably disrupt the Company's operations. None of BuyerPrior to the Closing, any Affiliate of Buyer or any representative of Seller shall use reasonable efforts to generally keep Purchaser reasonably informed as to all material matters involving the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants operations and businesses of the Company and the Acquired Subsidiaries taken as a whole. The Company shall authorize and direct the appropriate directors, managers and employees of each of the Acquired Subsidiaries to discuss matters involving the operations and business of such Acquired Subsidiary with Purchaser and its representatives. All nonpublic information provided to, or the Subsidiary or any third party that has business dealings obtained by, Purchaser in connection with the Company or the Subsidiary (including customers, suppliers and lessors) with respect or relating to the transactions contemplated herebyhereby shall be "Confidential Information" for purposes of the Non Disclosure Agreement, except with the express prior written consent dated as of Seller in each instanceJanuary 12, or of a representative of Seller or an affiliate of Seller jointly participating in any such communication. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller2005, among Purchaser, the Company and Seller (as amended by the Memorandum of Understanding, dated as of May 17, 2005, by and among Purchaser, the Company and Seller), the terms of which shall continue in force until the Closing; provided that Purchaser and the Company may disclose such information as may be necessary in connection with seeking necessary consents and approvals as contemplated hereby. Notwithstanding the foregoing, the Company shall not be required to provide any information which it reasonably believes (which belief must be supported by written opinion of independent counsel) it may not provide to Purchaser by reason of applicable Law. No information provided to or obtained by Purchaser pursuant to this Section 7.1(a) shall limit or otherwise affect the remedies available hereunder to Purchaser (including, but not limited to, Purchaser's right to seek indemnification pursuant to Article IX), or the Subsidiary as “Evaluation Material” under representations or warranties of, or the Confidentiality Agreementconditions to the obligations of, dated November 4the parties hereto. For the avoidance of doubt, 2011 between The Xxxxxxx Xxxxxx Corporation and Buyer (the “Confidentiality Agreement”)nothing in this Section 7.1 shall in any way obligate Seller to provide Purchaser with Supplemental Disclosure Schedules pursuant to Section 9.6, and Buyer no information provided to Purchaser pursuant to this Section 7.1 shall continue be a Supplemental Disclosure unless it is contained in a Supplemental Disclosure Schedule provided by Seller pursuant to honor, and cause its representatives to honor, the obligations thereunder for such time and under such conditions as are required under the Confidentiality Agreement.Section 9.6. 41

Pre-Closing Access to Information; Confidentiality. Except for information that, if provided, would, in the judgment of Seller’s legal counsel, adversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, for information relating to communications regarding the divestiture of the Company, the Subsidiary and/or the Business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals), for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to the date of this Agreement applicable to Seller, the Company or the Subsidiary and for information that Seller reasonably believes is competitively sensitive but would not be reasonably expected to adversely affect a third party’s valuation of the Company, the Subsidiary or the Business, Seller shall cause the Company or the Subsidiary, during the period commencing on the date of this Agreement and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable notice, (a) such access Subject to applicable Law and the booksConfidentiality Agreement, records Seller shall, and other information shall cause each of the Company or Nutrition Entities to, provide the Subsidiary as Buyer reasonably requests Purchaser Group and (b) subject to Seller’s prior written consent, such its Representatives reasonable access, during normal business hours, to the facilities currently leased by the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption of the conduct of the Business. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party upon reasonable advance notice and in a manner that has business dealings does not unreasonably interfere with the Company or the Subsidiary (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the express prior written consent of Seller in each instance, or of a representative business of Seller or any of its Subsidiaries, during the period from the date of this Agreement until the earlier of the Closing and the termination of this Agreement pursuant to Section 6.01, to Seller’s (but solely to the extent primarily related to the Business) and the Nutrition Entities’ properties, books, contracts, commitments, personnel and records; provided, however, that Seller or the Nutrition Entities may withhold from the Purchaser Group or its Representatives any document or information that (i) Seller believes disclosure of such document or information would violate any of its obligations with respect to any applicable Law or Order (provided that Seller shall inform Purchaser as to the general nature of what is being withheld and use commercially reasonable efforts to communicate the applicable information to Purchaser in a way that would not violate such applicable Law or Order and, if applicable, seek a waiver of any such restrictions), (ii) is subject to the terms of a confidentiality agreement with a third party (provided that Seller shall use its commercially reasonable efforts to obtain the required consent or waiver of such third party or implement requisite procedures to enable the disclosure or provision of reasonable access to such document or information without violating such agreement), (iii) is subject to any attorney–client privilege (provided that Seller shall use its commercially reasonable best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege) or (iv) relates to the negotiation and execution of this Agreement, the process that led to the negotiation and execution of this Agreement or any Seller Takeover Proposal or Nutrition Takeover Proposal. All requests for access or information made pursuant to this Section 4.03(a) shall be directed to an affiliate executive officer of Seller jointly participating in any such communication. Buyer or other Person designated by Seller. (b) The Purchaser Group agrees that it shall not, and shall cause its Affiliates and representatives shall treat all Representatives not to, prior to the Closing, use any information obtained from pursuant to this Section 4.03 for any competitive or on behalf of Seller, other purpose unrelated to the Company or the Subsidiary Transactions except as “Evaluation Material” under permitted by the Confidentiality Agreement. (c) All documents and information exchanged pursuant to this Section 4.03 shall be subject to the agreement, dated November 4as of July 2, 2011 2020, between The Xxxxxxx Xxxxxx Corporation Seller and Buyer Kainos (TX) Capital LP (the “Confidentiality Agreement”), and Buyer shall continue as if the Purchaser Group were subject to honor, and cause its representatives to honor, the obligations thereunder for such time and under such conditions as are required of Kainos (TX) Capital LP under the Confidentiality Agreement. The Parties agree that notwithstanding anything to the contrary in the Confidentiality Agreement, the Confidentiality Agreement will terminate at the Closing with respect to information regarding the Business or the Nutrition Entities. (d) No rights under this Section 4.03 can be exercised by Parent or any of its Representatives to prepare for, or otherwise in connection with, any Proceeding against Seller relating to this Agreement.

Pre-Closing Access to Information; Confidentiality. Except for information thatSeller shall, if provided, would, in the judgment of Seller’s legal counsel, adversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, for information relating to communications regarding the divestiture of the Company, the Subsidiary and/or the Business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals), for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to the date of this Agreement applicable Closing Date with respect to Sellereach Individual Portfolio, the Company or the Subsidiary and for information that Seller reasonably believes is competitively sensitive but would not be reasonably expected to adversely affect a third party’s valuation of the Company, the Subsidiary or the Business, Seller shall cause the Company or the Subsidiary, during the period commencing on the date of this Agreement and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representativesRepresentatives, at reasonable times and upon reasonable notice, (a) such access, during normal business hours, to the Projects part of such Individual Portfolio as Buyer reasonably requests; provided, however, that Buyer shall not be entitled to perform any invasive or destructive environmental or other testing or sampling at such Projects and (b) such access to the books, records and other information of the Company or the Subsidiary Portfolio Entities part of such Individual Portfolio as Buyer reasonably requests requests, but, in each case, only to the extent that such access does not unreasonably interfere with the business and operations of such Portfolio Entities; provided, however, that (i) Seller shall have the right to have a Representative present and impose reasonable restrictions and requirements for safety purposes and (bii) Seller shall not be required to provide access to any information that is subject to attorney-client privilege to the extent doing so would cause such privilege to be waived, prohibited by applicable Law or subject to contractual prohibitions against disclosure to the extent doing so would violate such prohibition; provided, further, that notwithstanding anything to the contrary contained herein, neither Seller nor its Affiliates shall be required to disclose to Buyer or any of its Representatives (x) any consolidated, combined, affiliated or unitary Tax return which includes Seller or any of its Affiliates or any Tax-related work papers, except, in each case, for materials or portions thereof that relate solely to any Portfolio Entities or (y) any information related to Seller’s prior written consentor its Affiliates’ profit margins, earnings or yield related to development or sale of such access, during normal business hours, to the facilities currently leased by the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption of the conduct of the Business. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party that has business dealings with the Company or the Subsidiary (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the express prior written consent of Seller in each instance, or of a representative of Seller or an affiliate of Seller jointly participating in any such communication. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller, the Company or the Subsidiary as “Evaluation Material” under the Confidentiality Agreement, dated November 4, 2011 between The Xxxxxxx Xxxxxx Corporation and Buyer (the “Confidentiality Agreement”), and Buyer shall continue to honor, and cause its representatives to honor, the obligations thereunder for such time and under such conditions as are required under the Confidentiality AgreementProjects.

Pre-Closing Access to Information; Confidentiality. Except for information that(a) Subject to applicable Law and the Confidentiality Agreement, if providedthe Seller shall, would, in the judgment of Seller’s legal counsel, adversely affect the ability of Seller or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, for information relating to communications regarding the divestiture and shall cause each of the CompanyEducation Entities to, provide the Subsidiary and/or Purchaser Group and its Representatives reasonable access, during normal business hours and upon reasonable advance notice, during the Business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals), for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to period from the date of this Agreement applicable to Seller, until the Company or the Subsidiary and for information that Seller reasonably believes is competitively sensitive but would not be reasonably expected to adversely affect a third party’s valuation earlier of the Company, Closing and the Subsidiary or the Business, Seller shall cause the Company or the Subsidiary, during the period commencing on the date termination of this Agreement and ending on the Closing Datepursuant to Section 7.01, to furnish the Seller’s (but solely to the extent primarily related to the Business) and the Education Entities’ material properties, books, contracts, commitments, personnel and records; provided, however, that the Seller or cause the Education Entities may withhold from the Purchaser Group or its Representatives any document or information that the Seller believes (i) is subject to be furnished the terms of a confidentiality agreement with a Third Party (provided that the Seller shall use its commercially reasonable efforts to Buyer and its representatives, at obtain the required consent or waiver of such third party or implement requisite procedures to enable the disclosure or provision of reasonable times and upon reasonable notice, (a) such access to such document or information without violating such agreement) or (ii) is subject to any attorney–client privilege (provided that the books, records Seller shall use its commercially reasonable best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney–client privilege). The relevant parties shall use commercially reasonable efforts to make appropriate substitute disclosure arrangements under the circumstances in which the restrictions in the foregoing clauses (i) and other information (ii) apply; provided that the Seller or Education Entities shall provide notice of the Company or the Subsidiary as Buyer reasonably requests and basis for such restriction. (b) subject to Seller’s The Purchaser Group agrees that it shall not, and shall cause its Affiliates and Representatives not to, prior written consent, such access, during normal business hours, to the facilities currently leased by Closing, use any information obtained pursuant to this Section 5.03 for any competitive or other purpose unrelated to the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption consummation of the conduct of the Business. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party that has business dealings with the Company or the Subsidiary (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with by this Agreement. (c) All documents and information exchanged pursuant to this Section 5.03 shall be subject to the express prior written consent of Seller in each instance, or of a representative of Seller or an affiliate of Seller jointly participating in any such communication. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of Seller, the Company or the Subsidiary as “Evaluation Material” under the Confidentiality Agreementletter agreement, dated November 4as of February 25, 2011 2017, between The Xxxxxxx Xxxxxx Corporation the Seller and Buyer Vista Equity Partners Management, LLC (the “Confidentiality Agreement”), and Buyer shall continue as if the Purchaser Group were subject to honor, and cause its representatives to honor, the obligations thereunder for such time and under such conditions as are required of Vista Equity Partners Management, LLC under the Confidentiality Agreement.

Pre-Closing Access to Information; Confidentiality. Except for information that(a) Subject to applicable Law and the Confidentiality Agreements, if providedSellers shall, wouldand shall cause each of the Acquired Entities to, provide Buyer and its Representatives reasonable access, during regular business hours, upon reasonable advance notice and in a manner that does not unreasonably interfere with the judgment of Seller’s legal counsel, adversely affect the ability business of Seller Parent, Sellers or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilegetheir respective Subsidiaries, for information relating to communications regarding during the divestiture of the Company, the Subsidiary and/or the Business (including information relating to the identity of other Persons expressing an interest in acquiring the Company, the Subsidiary and/or the Business and the terms of all such proposals), for information that, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to period from the date of this Agreement applicable until the earlier of the Closing and the termination of this Agreement pursuant to SellerSection 7.1, to Sellers’ (but solely to the extent related to the Business) and the Acquired Entities’ material properties, books, contracts, commitments, and records (and, shall be provided access to the Business Employees as requested by Buyer, at such time and in such manner, as reasonably agreed to by Buyer and Sellers) (the information provided by Sellers, excluding the information that is withheld in accordance with in the provisos set forth below, the Company “Seller Information”); provided, however, that Sellers or the Subsidiary Acquired Entities may withhold from Buyer or its Representatives any document or information to the extent that Sellers determine that (i) such documents or information are subject to any attorney–client privilege (provided that Sellers shall use its commercially reasonable best efforts to allow the disclosure of such document or information (or as much of it as possible) in a manner that does not result in a loss of attorney-client privilege), (ii) disclosure of such document or information would contravene or violate any of its obligations with respect to any applicable Law or order, or (iii) such documents or information relates to the negotiation and for information execution of this Agreement or the process that led to the negotiation and execution of this Agreement; and, provided, further, that, in the event that any Seller reasonably believes Information is competitively sensitive but would not be reasonably expected subject to adversely affect the terms of a confidentiality agreement with a third party’s valuation , Sellers may implement reasonable procedures to enable the disclosure or provision of reasonable access to such Seller Information. All requests for access or information made pursuant to this Section 5.3(a) shall be directed to any employee or Representative of Sellers who has been designated by Sellers. If so reasonably requested by the CompanySellers, the Subsidiary Sellers, the Buyer or their Affiliates, as applicable, shall enter into a customary joint defense agreement with the Business, Seller shall cause the Company or the Subsidiary, during the period commencing on the date of this Agreement other party and ending on the Closing Date, their Affiliates with respect to furnish or cause any information to be furnished provided pursuant to Buyer and its representatives, at reasonable times and upon reasonable notice, (a) such access to the books, records and other information of the Company or the Subsidiary as Buyer reasonably requests and this Section 5.3. (b) subject to Seller’s prior written consentXxxxx agrees that it shall not, such access, during normal business hours, to the facilities currently leased by the Company or the Subsidiary as Buyer reasonably requests with due regard to minimizing disruption of the conduct of the Business. None of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party that has business dealings with the Company or the Subsidiary (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the express prior written consent of Seller in each instance, or of a representative of Seller or an affiliate of Seller jointly participating in any such communication. Buyer and shall cause its Affiliates and representatives shall treat all its and their respective Representatives not to, prior to the Closing, use any information obtained from pursuant to this Section 5.3 for any competitive or on behalf similar purpose unrelated to the negotiation or consummation of Seller, the Company Transactions or integration of the Subsidiary as “Evaluation Material” under Acquired Entities following the Confidentiality AgreementClosing. (c) All documents and information exchanged pursuant to this Section 5.3 shall be subject to (i) the agreement, dated November 4as of January 30, 2011 2024, between The Xxxxxxx Xxxxxx Corporation Seller Parent and Buyer Payroc WorldAccess, LLC (the “Payroc Confidentiality Agreement”), and Buyer shall continue to honor(ii) the agreement, dated as of January 30, 2024, between Seller Parent and cause its representatives to honorPCP Managers II, LP (the “PCP Confidentiality Agreement” and, together with the Payroc Confidentiality Agreement, the “Confidentiality Agreements”), as if Buyer were subject to the obligations thereunder for such time of Payroc WorldAccess, LLC and PCP Managers II, LP, respectively, under such conditions as are required Confidentiality Agreements. (d) No rights under this Section 5.3 can be exercised by Buyer or any of its Representatives to prepare for, or otherwise in connection with, any Action relating to this Agreement, for which the Confidentiality Agreementrules of discovery shall apply.

Pre-Closing Access to Information; Confidentiality. Except Subject to applicable Law and except for information that, if provided, would, in the judgment of Seller’s legal counsel, would adversely affect the ability of Seller Parent or any of its Affiliates to assert attorney-client or attorney work product privilege or a similar privilege, privilege and for information relating to communications prior to the date hereof regarding the divestiture divesture of the Company, the Subsidiary and/or the Ice Business (including information relating to the identity of other Persons persons and entities expressing an interest in acquiring the Company, Ice Business prior to the Subsidiary and/or the Business date hereof and the terms of all such proposals), for information thatParent shall, in the reasonable opinion of Seller’s legal counsel, the disclosure of which may result in a violation of any Law or Order or any Contract entered into prior to the date of this Agreement applicable to Seller, the Company or the Subsidiary and for information that Seller reasonably believes is competitively sensitive but would not be reasonably expected to adversely affect a third party’s valuation of the Company, the Subsidiary or the Business, Seller shall cause the each Group Company or the Subsidiaryand its other Affiliates, during the period commencing on the date of this Agreement and ending on the Closing Date, to furnish or cause to be furnished to Buyer and its representatives, at reasonable times and upon reasonable notice, (a) such access to the books, records and other information of the Company or the Subsidiary as Buyer reasonably requests and (b) subject to SellerParent’s prior written consentconsent (which consent shall not be unreasonably withheld, delayed or conditioned) such access, during normal business hours, to the facilities currently owned or leased by the Company or Group Companies and the Subsidiary Colorado Real Property, including for the purpose of conducting land surveys of such facilities, as Buyer reasonably requests with due regard to minimizing disruption of the conduct of the BusinessIce Business and (b) such reasonable access to the officers, managers, books, records and other information of the Ice Business and the Ice Business Assets as Buyer reasonably requests; provided, however, that no investigation or receipt of information pursuant to this Section 4.1 shall qualify any representation or warranty of Parent made pursuant to this Agreement. None Except as described above, none of Buyer, any Affiliate of Buyer or any representative of the foregoing shall, directly or indirectly, contact or communicate with any employees or consultants of the Company or the Subsidiary or any third party that has business dealings with the Company or the Subsidiary Ice Business (including customers, suppliers and lessors) with respect or relating to the transactions contemplated hereby, except with the express prior written consent of Seller in each instance, or of a representative of Seller or an affiliate of Seller jointly participating in any such communicationParent. Buyer and its Affiliates and representatives shall treat all information obtained from or on behalf of SellerParent, the any Group Company or the Subsidiary otherwise as “Evaluation MaterialConfidential Information” under the Confidentiality Agreement, dated November 4December 18, 2011 2008, between The Xxxxxxx Xxxxxx Corporation Parent and Buyer (the “Confidentiality Agreement”), and Buyer shall continue to honor, and cause honor its representatives to honor, the obligations thereunder for such time and under such conditions as are required under in accordance with the terms of the Confidentiality Agreement. Subject to applicable Law, in connection with assisting in the establishment of the Group Companies as a stand-alone entity, commencing from the date of this Agreement and ending on the Closing Date, upon the reasonable request of Buyer, Parent will (i) assist in the transfer of functions, documentation and information to the Group Companies at no cost; provided, however, that assistance required by third parties will be provided at Buyer’s expense and (ii) cooperate with Buyer in Buyer’s efforts to obtain stop-loss insurance coverage with respect to the Ice Business as described in the Transition Services Agreement.