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

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive. (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable to visitors at Seller’s offices generallyClosing, Seller shall, and shall afford to cause the Seller Parties to, give Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance written notice to Xxxxxxx Xxxxxxx (with a copy to Xxxxx Xxxxxx) and during normal regular business hours, reasonable access to such contracts(x) all books, documents records and information of or personnel and other facilities and properties to the extent relating to the assets, liabilities, business, operations and other aspects of the Business as that Purchaser may reasonably requestrequest (including for the purpose of conducting Phase I environmental site assessments on the Transferred Real Property and the other Real Property set forth on Section 5.4(a) of the Seller Disclosure Schedule) and (y) Seller’s accountants, legal counsel, financial advisors and other authorized outside representatives; provided, however, that any such (i) access shall be conducted at Purchaser’s expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Seller Parties’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Seller Parties and their Affiliates, and (ii) the Seller Parties will not be required to provide to Purchaser access to or copies of any personnel records, books, files or other documentation relating to the Employees other than the Transferred Employee Records. In addition, prior to the Closing, Seller shall furnish Purchaser with such monthly internal management reports concerning the Business as are prepared in the Ordinary Course. All requests for information made pursuant to this Section 5.4(a) shall be directed to an executive officer of Seller or such Person as may be designated by any such officer. All information made available pursuant to this Section 5.4(a) shall be governed by the terms of the Confidentiality Agreement. Purchaser acknowledges and agrees that prior to making any records available to Purchaser, Seller and its Subsidiaries may redact any portions thereof to the extent such portions do not be obligated relate in any way to provide such access the Business. (b) Notwithstanding anything contained in this Agreement or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, any other agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose between Purchaser and Seller or any of their respective Affiliates executed on or prior to the date of this Agreement, Seller and its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller Subsidiaries shall not have any obligation to make available to Purchaser or its representatives, or provide Purchaser or its representatives with, (i) any Tax Return filed by any Seller Party or any of their Affiliates or predecessors, or any related material or Tax work papers (other than (I) Tax Returns and Tax work papers that relate solely to the Transferred Subsidiary or (II) Tax Returns and Tax work papers, or the portion thereof (to the extent reasonably separable therefrom), for sales and use Taxes, value added Taxes and goods and services Taxes and similar Taxes that solely relate to the Business) or (ii) any information if making such information available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause any Seller Party to be obligated to provide such access to its offices if Seller determines, found in its reasonable judgment, that such contracts, documents and information can be provided electronically contravention of any applicable Law or in another reasonably accessible location. contravention of any fiduciary duty, duty of confidentiality or Contract (including any confidentiality agreement to which any Seller Party or any of their Affiliates are a party), it being understood that the Seller Parties shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or Contract. (c) In connection with any inspection of Real Property prior to the Closing, Purchaser agrees that it in entering upon and inspecting such property, Purchaser and its authorized agents and representatives (i) will holdcomply with any reasonable requirements or guidelines imposed or established by Seller consistent with the other terms hereof, and will (ii) shall not unreasonably disturb tenants or interfere with the use of such property pursuant to any lease; shall not interfere with the operation and maintenance of such property; shall not damage any part of such property or any personal property owned or held by a tenant or any other Person or entity; shall not physically injure or otherwise cause bodily harm to Seller, any tenant or to any of their respective agents, invitees, contractors and employees; shall not permit any liens to attach to such property by reason of the exercise of Purchaser’s rights under this Section 5.4(c); and shall not reveal or disclose any information obtained from Seller or as a result of inspections concerning such property to any Third Party (other than Purchaser’s and Seller’s representatives), except in accordance with the terms set forth in Section 5.10. Purchaser will, and shall cause its Representatives authorized agents and representatives to, maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to hold, any information so obtained Seller and workers’ compensation insurance in confidence statutory limits to the extent required byPurchaser or any authorized agent or representative performs any physical inspection or sampling at any Real Property in accordance with this Section 5.4(c). In each case (other than with respect to worker’s compensation insurance), such policies shall insure Seller, Purchaser, Seller’s property manager (if any), and such other parties as Seller shall reasonably request, and Purchaser shall deliver to Seller evidence of insurance verifying such coverage prior to entry upon the Real Property. Purchaser shall also (i) promptly pay when due the costs of all inspections and examinations done by Purchaser or on Purchaser’s behalf with regard to such Real Property; (ii) cause all such inspections to be conducted in accordance withwith standards customarily employed in the industry and in compliance with all Laws; (iii) upon termination of this Agreement other than by reason of Seller’s default, at Seller’s written request, promptly furnish to Seller copies of any Third Party studies, reports or test results received by Purchaser regarding such Real Property in connection with any such inspections; and (iv) restore such Real Property to the provisions condition in which it was found before any such entry upon the Real Property and inspection or examination was undertaken. Purchaser shall not communicate with or contact any tenant of Seller or any of Seller’s vendors or consultants about the Confidentiality Agreement and Section 5.04Business or such Real Property without the prior written consent of Seller, in Seller’s reasonable discretion. Notwithstanding anything to the contrary contained herein, no destructive testing or sampling of surface or subsurface soils, surface water, groundwater, or any materials in, on or under any Real Property, shall be conducted during any entry by Purchaser or any of Purchaser’s authorized agents or representatives upon such Real Property without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). In the event Seller consents in writing to any such testing or sampling, Purchaser will, and will cause its agents and representatives to, conduct such activities in accordance with the terms and limitations, if any, set forth herein, none of in Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive’s consent. (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.

Pre-Closing Access to Information. 5.2.1 Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause the other Seller Entities and the Target Group to, (a) Between the date of this Agreement and the Closing Date, subject permit Purchaser to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives have reasonable access, upon reasonable advance notice and prior notice, during normal business hourshours in a manner so as not to interfere with the normal business operations of, and in accordance with the reasonable procedures established by the Seller Group, to (i) books and records of the Business, and (ii) such contractsfinancial, documents Tax, legal, IT, commercial, operating and other data and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably requestrequest to the extent relating to the Business; provided, however, (b) provide such assistance as Purchaser may reasonably request (at Purchaser’s sole cost) for any audit that Seller is required under the Hong Kong Listing Rules for the preparation of the Purchaser Shareholder Circular; (c) subject to Seller’s prior written consent (which shall not be obligated unreasonably withheld, conditioned or delayed), permit Purchaser to conduct (subject to being accompanied by Seller or its representatives) reasonable onsite due diligence, visits and inspections of properties, offices, plants and other facilities of the Business and interviews with appropriate members of management of the Business; and (d) otherwise cooperate and assist with reasonable requests from Purchaser, in each case solely for the purpose of facilitating the consummation of the Transactions; provided that nothing in this Clause 5.2 shall: 5.2.1.1 require the Seller Entities or the Target Group to provide access or to disclose information where such access or disclosure would contravene any Legal Requirement then applicable or any Contract existing as of the Cutoff Time or otherwise permitted to be entered into between the Cutoff Time and the Closing under this Agreement in the ordinary course of business consistent with past practice (unless otherwise permitted under Schedule 2) (including those relating to data protection, antitrust or privacy); 5.2.1.2 include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters; 5.2.1.3 require the Seller Entities or the Target Group to provide Purchaser, its Affiliates or its and their Representatives with (A) any Consolidated Return (or copy thereof), (B) information if relating to businesses of the Seller determinesEntities or the Target Group other than the Business or (C) information relating to individual medical histories; or 5.2.1.4 require Seller to provide (A) information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Transactions or any information or analysis relating to any such communications or (B) financial or operating data or other information that has not previously been prepared by the Seller Entities or the Target Group, or that is not otherwise prepared in the ordinary course of operating the Business. 5.2.2 Notwithstanding the foregoing provisions of this Clause 5.2, in the event that the Seller Entities and the Target Group would otherwise be required by the foregoing provisions of this Clause 5.2 to furnish Purchaser or its reasonable judgmentAffiliates or its and their Representatives with, that doing so or to provide Purchaser or its Affiliates or its and their Representatives with access to, information about the Seller Entities and the Target Group where such access to information would violate Applicable Law or a contract, agreement or obligation reasonably be expected to involve the waiver of confidentiality owing to a third party, jeopardize the protection of an any attorney-client privilege, Seller shall notify Purchaser of such circumstances, and the parties will coordinate with each other in good faith such that the provision of any such information or expose access to information does not result in a waiver of attorney-client privilege. 5.2.3 Until the earlier of (i) the publication of the Purchaser Shareholder Circular; and (ii) the termination of this Agreement, Seller shall, and shall cause the other Seller Entities and the Target Group to, use commercially reasonable endeavors to promptly provide information with respect to the Seller Entities, the Target Group or the Transactions to be included in the Purchaser Shareholder Circular as reasonably required by the Hong Kong Listing Rules or the Governmental Authority upon reasonable prior notice of Purchaser and its Representatives. 5.2.4 Any information disclosed under this Clause 5.2 will be subject to the provisions of Clause 14. 5.2.5 Purchaser and its Affiliates and its and their Representatives shall not communicate with any of its Affiliates to risk the officers, directors, employees or customers of, or suppliers to, the Business or the Target Group without the prior written consent of liability for disclosure of sensitive or personal information; provided, further, that Seller (which consent shall not be obligated to provide such access to its offices if Seller determinesunreasonably withheld, in its reasonable judgment, that such contracts, documents and information can be provided electronically conditioned or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitivedelayed). (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.

Pre-Closing Access to Information. (a) Between Without prejudice to the date provisions of this Agreement governing the Sellers’ obligations to make available documentation and information relating to certain Seller Contracts or Bundled Contracts including Section 5.6(c) below, prior to the Closing Datebut after entry of the U.S. Sale Order, subject to Applicable Law applicable Law, the Main Sellers shall, and subject to shall cause the rules applicable to visitors at Seller’s offices generallyOther Sellers (other than the EMEA Debtors or EMEA Sellers) to, Seller shall afford to (i) give the Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to such contractsall books, documents records, personnel, officers and information other facilities and properties of or relating the Business, including access to (x) certain managerial Employees designated by the Sellers, who have knowledge of the skills and competencies of Employees relative to the assetsBusiness and will provide such information to the Purchaser for the purposes of Purchaser identifying Identified Employees and (y) Human Resources personnel designated by the Sellers who can provide information relevant to Purchaser otherwise complying with the Purchaser’s obligations pursuant to ARTICLE VII, liabilities(ii) permit the Purchaser and its representatives to make such copies and inspections thereof, businessupon reasonable advance notice and during regular business hours, operations and other aspects of as the Business as Purchaser may reasonably request, (iii) cause the officers of the Sellers to furnish the Purchaser with such financial business and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request, (iv) without limiting the generality of subsections (i), (ii) and (iii), deliver to the Purchaser no later than ten (10) Business Days following the end of each fiscal quarter a report reflecting any changes to the Plan of Record and the headcount of the Business since the previous fiscal quarter; provided, however, that Seller (A) any such access shall be conducted at Purchaser’s expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Business or the other businesses of the Sellers and their Affiliates, (B) subject to Section 7.4(e), the Sellers will not be required to provide to the Purchaser access to or copies of any Employee Records, other than as provided in Section 5.6(e). If any requested documentation and information includes what can reasonably be considered competitively sensitive information relating to sales, marketing or pricing of Sellers products or services, such information shall be shared with any employees or representatives of the Purchaser who are designated by the Purchaser, who reasonably require access to such information for any reasonable business purpose related to the acquisition of the Business by the Purchasers and who have executed Clean Room Agreements, provided, however, that where such documentation or information relates to pricing or other material competitive terms offered to any customer of the Business, the employees of the Purchaser shall not have access to such information unless they are not involved in making decisions regarding pricing or the other material competitive terms for a competing business to the Business, and if the transaction does not close, agree not to be obligated employed in such a role for an agreed-upon minimum period of time. (b) Notwithstanding anything contained in this Agreement or any other agreement between the Purchaser and the Sellers executed on or prior to the date hereof (other than Section 6.5), the Sellers shall not have any obligation to make available to the Purchaser or its representatives, or provide such access the Purchaser or its representatives with, (i) any Tax Return filed by the Sellers or any of their Affiliates or predecessors, or any related material, or (ii) more generally, any information if Seller determinesif, in its reasonable judgmentthe good faith opinion of the Sellers, that doing so making such information available would violate Applicable Law or a contract, agreement or obligation (A) result in the loss of confidentiality owing to a third party, jeopardize the protection of an any attorney-client privilege, or expose Seller other legal privilege or (B) cause the Sellers to be found in contravention of any applicable Law or contravene any fiduciary duty or agreement existing on the date hereof (including any confidentiality agreement to which the Sellers or any of their Affiliates are a party), it being understood that the Sellers shall cooperate in any reasonable efforts and requests that would enable otherwise required disclosure to the Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or agreement. (c) To the extent not already made available to the Purchaser, the Purchaser’s employees or the Purchaser’s representatives (including its Affiliates outside counsel), in order to risk facilitate the Purchaser’s entry into new supply arrangements effective as of liability for disclosure the Closing, the Sellers shall make available to the Purchaser, its employees and representatives (including its outside counsel) unredacted copies of all Contracts relating to the Business with suppliers of the Business, or in the case of any Non-Exclusive Supply Contracts, unredacted copies of any portion thereof that are applicable to the Business (other than pricing/cost information or other competitively sensitive information the sharing of which Sellers or personal informationtheir representatives reasonably determine may violate applicable Law), promptly following the date hereof (or in the event that any such Contract is subject to confidentiality restrictions promptly following the receipt of any required consent which the Sellers will cooperate with the Purchaser to obtain as promptly as practicable). So long as the Purchaser is the Successful Bidder, the Sellers shall provide such information not provided in accordance with the preceding sentence (including but not limited to Customer Contracts and Bundled Contracts) promptly following the later of the entry of the U.S. Sale Order and the receipt of Antitrust Approvals; provided, furtherthat, access to Bundled Contracts shall be limited to unredacted copies of any portion of any Bundled Contracts that relates to the Business including any portion that relates to the Business and other businesses of the Sellers. Any such disclosures shall be made to any employees or representatives of the Purchaser who are designated by the Purchaser, who reasonably require access to such information for any reasonable business purpose related to the acquisition of the Business by the Purchasers and who have executed the applicable Clean Room Agreements, provided, however, that Seller employees of the Purchaser shall not be obligated to provide such have access to its offices such information unless they are not involved in making decisions regarding pricing or the other material competitive terms offered to any customer of a competing business to the Business, and if Seller determinesthe transaction does not close, agree not to be employed in such a role for an agreed-upon minimum period of time. (d) Following the later of the entry of the U.S. Sale Order, the receipt of Antitrust Approvals, the Sellers and the Purchaser shall cooperate (consistent with applicable Laws and any confidentiality restrictions requiring consent of Third Parties) in developing a strategy with respect to transitioning customers of the Business to the Purchaser, including a plan for the engagement of customers of the Business by Purchaser. Commencing reasonably in advance of the expected Closing Date, the Sellers shall make introductions of the Purchaser to such customers with whom the Purchaser does not have an existing customer relationship, by, subject to applicable Law, participating in telephone calls and meetings with such customers. (e) Within five (5) Business Days following the entry of the U.S. Sale Order and, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to respect of the extent required by, and in accordance withCanadian Debtors, the provisions Canadian Approval and Vesting Order, the Sellers will provide the following additional information with respect to each of the Confidentiality Agreement Employees whose information was provided in Section 4.11(b) of the Sellers Disclosure Schedule: (i) full name and Section 5.04(ii) work e-mail address. Notwithstanding anything Following the expiration of the Offer Consideration Period, provided that Purchaser provides Seller with proof that an Identified Employee has consented in the Offer to its release and, if applicable, transfer across geographical boundaries, the contrary set forth hereinSellers will provide the Purchaser with the following additional information with respect to such Identified Employees, none as permitted under applicable Law and within five (5) Business Days following the receipt by Seller of Sellersuch proof: the HR SAP data elements (excluding data related to protected status under applicable Law) with respect to each such Identified Employee, its Affiliates or their respective Representatives shall including payroll information where applicable from vendors, with such data elements to be required to disclose or provide access to Excluded Books and Records to Purchaser or, updated by Sellers ten (10) Business Days prior to the Closing Date. In addition, any of its Representatives or any information that Seller reasonably determines upon Purchaser’s reasonable request, the Sellers will promptly provide Purchaser with aggregate census data with respect to be competitively sensitive. gender and age (busing five-year bands) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with Identified Employees’ employee population (without individually identifying any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance RegulatorIdentified Employee).

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive. (b) Without limiting the foregoing, from From the date hereof until the ClosingClosing Date, Seller shall deliver the Company will, and will cause each Subsidiary to, (a) during regular business hours, and upon reasonable notice, give each Series D-1 Purchaser, its counsel, financial advisors, auditors and other authorized representatives, full access to Purchaser complete copies the offices, properties, books and records of the audited Company and the Subsidiaries upon reasonable notice by the Series D-1 Purchasers to Company; (b) furnish to each Series D-1 Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or unaudited statutory any Subsidiary as such Persons may reasonably request, except to the extent that furnishing any such information or data would violate any law, order, contract or license applicable to the Company or any Subsidiary or by which any of their respective assets and/or properties is bound; and (c) instruct the employees, counsel (including the Company's outside counsel in the FTC Investigation), auditors and financial statements advisors of the Ceding Company or any Subsidiary to cooperate with each Series D-1 Purchaser in its investigation of the Company and the Subsidiaries. No investigation by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, and no information received by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Company hereunder. The rights of the Purchasers under this SECTION 5.07 may be limited by the Company to the extent that the Company, together based on the advice of counsel, determines in its reasonable judgment that the exercise of such rights would have, or would reasonably be expected to have, an adverse effect on (i) the Company's ability to preserve attorney client privilege with any notes, exhibits respect to matters relating to the FTC Investigation or schedules thereto, that are filed (ii) its ability to come to a favorable resolution with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance RegulatorFTC.

Pre-Closing Access to Information. (a) Between the date of this Agreement and Prior to the Closing Date, subject to Applicable Law and subject (or with respect to the rules applicable portion of the Business relating to visitors at Seller’s offices generallya Deferred Closing Country, until the Deferred Closing for such Deferred Closing Country), Seller shall, and shall afford to cause the Seller Parties to, give Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance written notice to Xxxxxxx Xxxxxxx (with a copy to Xxxxx Xxxxxx) and during normal regular business hours, reasonable access to such contracts(x) all books, documents records and information of or personnel and other facilities and properties to the extent relating to the assets, liabilities, business, operations and other aspects of the Business as that Purchaser may reasonably requestrequest (including for the purpose of conducting Phase I environmental site assessments on the Transferred Real Property and the other Real Property set forth on Section 5.4 of the Seller Disclosure Schedule) and (y) Seller’s accountants, legal counsel, financial advisors and other authorized outside representatives; provided, however, that any such (i) access shall be conducted at Purchaser’s expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Seller Parties’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Seller Parties and their Affiliates, and (ii) the Seller Parties will not be required to provide to Purchaser access to or copies of any personnel records, books, files or other documentation relating to the Employees other than the Transferred Employee Records. In addition, prior to the Closing (or with respect to the portion of the Business relating to a Deferred Closing Country, until the Deferred Closing for such Deferred Closing Country), Seller shall furnish Purchaser with such monthly internal management reports concerning the Business as are prepared in the Ordinary Course. All requests for information made pursuant to this Section 5.4(a) shall be directed to an executive officer of Seller or such Person as may be designated by any such officer. All information made available pursuant to this Section 5.4(a) shall be governed by the terms of the Confidentiality Agreement. Purchaser acknowledges and agrees that prior to making any records available to Purchaser, Seller and its Subsidiaries may redact any portions thereof to the extent such portions do not be obligated relate in any way to provide such access the Business. (b) Notwithstanding anything contained in this Agreement or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, any other agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose between Purchaser and Seller or any of their respective Affiliates executed on or prior to the Original Execution Date, Seller and its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller Subsidiaries shall not have any obligation to make available to Purchaser or its representatives, or provide Purchaser or its representatives with, (i) any Tax Return filed by any Seller Party or any of their Affiliates or predecessors, or any related material or Tax work papers (other than (I) Tax Returns and Tax work papers that relate solely to the Transferred Subsidiary or (II) Tax Returns and Tax work papers, or the portion thereof (to the extent reasonably separable therefrom), for sales and use Taxes, value added Taxes and goods and services Taxes and similar Taxes that solely relate to the Business) or (ii) any information if making such information available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause any Seller Party to be obligated to provide such access to its offices if Seller determines, found in its reasonable judgment, that such contracts, documents and information can be provided electronically contravention of any applicable Law or in another reasonably accessible location. contravention of any fiduciary duty, duty of confidentiality or Contract (including any confidentiality agreement to which any Seller Party or any of their Affiliates are a party), it being understood that the Seller Parties shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or Contract. (c) In connection with any inspection of Real Property prior to the Closing (or with respect to the portion of the Business relating to a Deferred Closing Country, until the Deferred Closing for such Deferred Closing Country), Purchaser agrees that it in entering upon and inspecting such property, Purchaser and its authorized agents and representatives (i) will holdcomply with any reasonable requirements or guidelines imposed or established by Seller consistent with the other terms hereof, and will (ii) shall not unreasonably disturb tenants or interfere with the use of such property pursuant to any lease; shall not interfere with the operation and maintenance of such property; shall not damage any part of such property or any personal property owned or held by a tenant or any other Person or entity; shall not physically injure or otherwise cause bodily harm to Seller, any tenant or to any of their respective agents, invitees, contractors and employees; shall not permit any liens to attach to such property by reason of the exercise of Purchaser’s rights under this Section 5.4(c); and shall not reveal or disclose any information obtained from Seller or as a result of inspections concerning such property to any Third Party (other than Purchaser’s and Seller’s representatives), except in accordance with the terms set forth in Section 5.10. Purchaser will, and shall cause its Representatives authorized agents and representatives to, maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to hold, any information so obtained Seller and workers’ compensation insurance in confidence statutory limits to the extent required byPurchaser or any authorized agent or representative performs any physical inspection or sampling at any Real Property in accordance with this Section 5.4(c). In each case (other than with respect to worker’s compensation insurance), such policies shall insure Seller, Purchaser, Seller’s property manager (if any), and such other parties as Seller shall reasonably request, and Purchaser shall deliver to Seller evidence of insurance verifying such coverage prior to entry upon the Real Property. Purchaser shall also (i) promptly pay when due the costs of all inspections and examinations done by Purchaser or on Purchaser’s behalf with regard to such Real Property; (ii) cause all such inspections to be conducted in accordance withwith standards customarily employed in the industry and in compliance with all Laws; (iii) upon termination of this Agreement other than by reason of Seller’s default, at Seller’s written request, promptly furnish to Seller copies of any Third Party studies, reports or test results received by Purchaser regarding such Real Property in connection with any such inspections; and (iv) restore such Real Property to the provisions condition in which it was found before any such entry upon the Real Property and inspection or examination was undertaken. Purchaser shall not communicate with or contact any tenant of Seller or any of Seller’s vendors or consultants about the Confidentiality Agreement and Section 5.04Business or such Real Property without the prior written consent of Seller, in Seller’s reasonable discretion. Notwithstanding anything to the contrary contained herein, no destructive testing or sampling of surface or subsurface soils, surface water, groundwater, or any materials in, on or under any Real Property, shall be conducted during any entry by Purchaser or any of Purchaser’s authorized agents or representatives upon such Real Property without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). In the event Seller consents in writing to any such testing or sampling, Purchaser will, and will cause its agents and representatives to, conduct such activities in accordance with the terms and limitations, if any, set forth herein, none of in Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive’s consent. (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable to visitors at Seller’s offices generallyClosing, Seller shall, and shall afford to cause the Seller Parties to, give Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance written notice to Kxxxxxx Xxxxxxx (with a copy to Pxxxx Xxxxxx) and during normal regular business hours, reasonable access to such contracts(x) all books, documents records and information of or personnel and other facilities and properties to the extent relating to the assets, liabilities, business, operations and other aspects of the Business as that Purchaser may reasonably requestrequest (including for the purpose of conducting Phase I environmental site assessments on the Transferred Real Property and the other Real Property set forth on Section 5.4(a) of the Seller Disclosure Schedule) and (y) Seller’s accountants, legal counsel, financial advisors and other authorized outside representatives; provided, however, that any such (i) access shall be conducted at Purchaser’s expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Seller Parties’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of the Seller Parties and their Affiliates, and (ii) the Seller Parties will not be required to provide to Purchaser access to or copies of any personnel records, books, files or other documentation relating to the Employees other than the Transferred Employee Records. In addition, prior to the Closing, Seller shall furnish Purchaser with such monthly internal management reports concerning the Business as are prepared in the Ordinary Course. All requests for information made pursuant to this Section 5.4(a) shall be directed to an executive officer of Seller or such Person as may be designated by any such officer. All information made available pursuant to this Section 5.4(a) shall be governed by the terms of the Confidentiality Agreement. Purchaser acknowledges and agrees that prior to making any records available to Purchaser, Seller and its Subsidiaries may redact any portions thereof to the extent such portions do not be obligated relate in any way to provide such access the Business. (b) Notwithstanding anything contained in this Agreement or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, any other agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose between Purchaser and Seller or any of their respective Affiliates executed on or prior to the date of this Agreement, Seller and its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller Subsidiaries shall not have any obligation to make available to Purchaser or its representatives, or provide Purchaser or its representatives with, (i) any Tax Return filed by any Seller Party or any of their Affiliates or predecessors, or any related material or Tax work papers (other than (I) Tax Returns and Tax work papers that relate solely to the Transferred Subsidiary or (II) Tax Returns and Tax work papers, or the portion thereof (to the extent reasonably separable therefrom), for sales and use Taxes, value added Taxes and goods and services Taxes and similar Taxes that solely relate to the Business) or (ii) any information if making such information available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause any Seller Party to be obligated to provide such access to its offices if Seller determines, found in its reasonable judgment, that such contracts, documents and information can be provided electronically contravention of any applicable Law or in another reasonably accessible location. contravention of any fiduciary duty, duty of confidentiality or Contract (including any confidentiality agreement to which any Seller Party or any of their Affiliates are a party), it being understood that the Seller Parties shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or Contract. (c) In connection with any inspection of Real Property prior to the Closing, Purchaser agrees that it in entering upon and inspecting such property, Purchaser and its authorized agents and representatives (i) will holdcomply with any reasonable requirements or guidelines imposed or established by Seller consistent with the other terms hereof, and will (ii) shall not unreasonably disturb tenants or interfere with the use of such property pursuant to any lease; shall not interfere with the operation and maintenance of such property; shall not damage any part of such property or any personal property owned or held by a tenant or any other Person or entity; shall not physically injure or otherwise cause bodily harm to Seller, any tenant or to any of their respective agents, invitees, contractors and employees; shall not permit any liens to attach to such property by reason of the exercise of Purchaser’s rights under this Section 5.4(c); and shall not reveal or disclose any information obtained from Seller or as a result of inspections concerning such property to any Third Party (other than Purchaser’s and Seller’s representatives), except in accordance with the terms set forth in Section 5.10. Purchaser will, and shall cause its Representatives authorized agents and representatives to, maintain comprehensive general liability (occurrence) insurance on terms and in amounts reasonably satisfactory to hold, any information so obtained Seller and workers’ compensation insurance in confidence statutory limits to the extent required byPurchaser or any authorized agent or representative performs any physical inspection or sampling at any Real Property in accordance with this Section 5.4(c). In each case (other than with respect to worker’s compensation insurance), such policies shall insure Seller, Purchaser, Seller’s property manager (if any), and such other parties as Seller shall reasonably request, and Purchaser shall deliver to Seller evidence of insurance verifying such coverage prior to entry upon the Real Property. Purchaser shall also (i) promptly pay when due the costs of all inspections and examinations done by Purchaser or on Purchaser’s behalf with regard to such Real Property; (ii) cause all such inspections to be conducted in accordance withwith standards customarily employed in the industry and in compliance with all Laws; (iii) upon termination of this Agreement other than by reason of Seller’s default, at Seller’s written request, promptly furnish to Seller copies of any Third Party studies, reports or test results received by Purchaser regarding such Real Property in connection with any such inspections; and (iv) restore such Real Property to the provisions condition in which it was found before any such entry upon the Real Property and inspection or examination was undertaken. Purchaser shall not communicate with or contact any tenant of Seller or any of Seller’s vendors or consultants about the Confidentiality Agreement and Section 5.04Business or such Real Property without the prior written consent of Seller, in Seller’s reasonable discretion. Notwithstanding anything to the contrary contained herein, no destructive testing or sampling of surface or subsurface soils, surface water, groundwater, or any materials in, on or under any Real Property, shall be conducted during any entry by Purchaser or any of Purchaser’s authorized agents or representatives upon such Real Property without Seller’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed). In the event Seller consents in writing to any such testing or sampling, Purchaser will, and will cause its agents and representatives to, conduct such activities in accordance with the terms and limitations, if any, set forth herein, none of in Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive’s consent. (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive. (b) Without limiting the foregoing, from From the date hereof until the ClosingClosing Date, Seller the Company shall, and shall deliver cause each Subsidiary to, (a) during regular business hours, and upon reasonable notice, give each Purchaser, its counsel, financial advisors, auditors and other authorized representatives, full access to Purchaser complete copies the offices, properties, books and records of the audited Company and the Subsidiaries upon reasonable notice by the Purchasers to Company; (b) furnish to each Purchaser, its counsel, financial advisors, auditors and other authorized representatives such financial and operating data and other information relating to the Company or unaudited statutory any Subsidiary as such Persons may reasonably request, except to the extent that furnishing any such information or data would violate any law, order, contract or license applicable to the Company or any Subsidiary or by which any of their respective assets and/or properties is bound; and (c) instruct the employees, counsel, auditors and financial statements advisors of the Ceding Company or any Subsidiary to cooperate with each Purchaser in its investigation of the Company and the Subsidiaries. No investigation by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, and no information received by any Purchaser, its counsel, financial advisors, auditors or other authorized representatives or any other Person, shall operate as a waiver or otherwise affect any representation, warranty, covenant or agreement given or made by the Company hereunder. Unless otherwise agreed to in writing by the Company, together with each Purchaser (for and on behalf of itself and its counsel, financial advisors, auditors and other authorized representatives) who receives any notes, exhibits written proprietary or schedules thereto, confidential information or data that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between is marked as such after the date hereof and prior to the ClosingClosing Date with respect to the Company or any Subsidiary pursuant to this Section 5.05 agrees, (i) except as promptly as practicable after required by applicable law, to keep such information or data confidential and not to disclose or reveal such information to any Person (other than the filing Purchaser’s counsel, financial advisors, auditors and other authorized representatives in connection with the transactions contemplated hereby), and (ii) not to use such information or data for any purpose other than in connection with the Purchaser’s ownership of Company securities and in connection with evaluating the transactions contemplated hereby. In the event that any Purchaser (or its counsel, financial advisors, auditors and other authorized representatives) is requested, or required by applicable law, to disclose any proprietary or confidential information or data with respect to the Company or any Subsidiary pursuant to this Section 5.05, such Person will provide the Company with prompt notice of such statements request or requirement. Notwithstanding the above, the confidentiality and limited use obligations of this Section 5.05 shall not apply to information received pursuant to this Section 5.05 which: (i) is or becomes publicly known other than through a breach of this Section 5.05 by the applicable Purchasers; or (ii) is already known to a Purchaser at the time of disclosure; or (iii) is lawfully received by a Purchaser from a third party who is not known by such Purchaser to be bound by any confidentiality agreement with the Company with respect to such Insurance Regulatorinformation; or (iv) is independently developed by employees or agents of a Purchaser or one of its affiliates; or (v) is authorized in writing by the Company to be released from the confidentiality obligations herein.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable Closing, the Main Sellers shall, and shall cause their Subsidiaries (other than the EMEA Debtors and their respective Subsidiaries) to, (i) give the Purchaser and its Representatives, upon any reasonable advance notice and during regular business hours, reasonable access to visitors at Seller’s offices generallyall books, Seller shall afford records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives reasonable accessto make such copies and inspections thereof, upon reasonable advance notice and during normal regular business hours, as the Purchaser may reasonably request and (iii) cause the officers of the Sellers to furnish the Purchaser with such contracts, documents additional financial and information of or relating to the assets, liabilities, business, operations operating data and other aspects of information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that Seller shall not be obligated to provide (A) any such access or information if Seller determinesshall be conducted at Purchaser’s expense in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation under the supervision of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, Sellers’ personnel and in accordance with, such a manner as to maintain confidentiality and not to interfere with the provisions normal operations of the Confidentiality Agreement businesses of the Sellers and Section 5.04. Notwithstanding anything to their Affiliates and (B) the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall Sellers will not be required to disclose or provide to the Purchaser access to Excluded Books and Records or copies of any Employee Records, unless consented to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveby such Employee. (b) Without limiting Notwithstanding anything contained in this Agreement or any other agreement between the foregoing, from Purchaser and the Sellers executed on or prior to the date hereof until hereof, the ClosingSellers shall not have any obligation to make available to the Purchaser or its Representatives, Seller or provide the Purchaser or its Representatives with, (i) any income Tax Return or any combined or consolidated Tax Return filed by the Sellers or any of their Affiliates or predecessors, or any related material, or (ii) more generally, any information if making such information available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause the Sellers to be found in contravention of any applicable Law or contravene any fiduciary duty or agreement (including any confidentiality agreement to which the Sellers or any of their Affiliates is a party), it being understood that the Sellers shall deliver cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Purchaser complete copies of the audited to occur without so jeopardizing privilege or unaudited statutory financial statements of the Ceding Companycontravening such Law, together with any notes, exhibits duty or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulatoragreement.

Pre-Closing Access to Information. (a) Between Without prejudice to the date clauses of this Agreement and governing the Closing Date, subject Sellers’ reasonable best efforts obligations to Applicable Law and subject make available to the rules applicable Purchaser or to visitors at Seller’s offices generallyappropriate Clean Team Members documentation and information relating to Seller Contracts, Seller the Main Sellers shall, and shall afford cause their Subsidiaries (other than the EMEA Sellers) to (i) give the Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to such contracts(x) all books, documents and information of or relating to the assetsrecords, liabilitiespersonnel, business, operations officers and other aspects facilities and properties of the Business and the Companies and (y) only after the entry of the U.S. Sale Order and the Canadian Approval and Vesting Order, all product documentation and design specifications of the Business and the Companies and all Software that is included in the Products, (ii) permit the Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) cause the Sellers and the Companies to furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Business and the Companies as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that Seller (A) any such access shall be conducted at Purchaser’s expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable time, under the supervision of the Sellers’ or Companies’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the Business or the other businesses of the Sellers and their Affiliates, (B) the Sellers will not be obligated required to provide to the Purchaser access to or copies of any Employee Records if the provision of such access or information if Seller determines, Employee Records would cause the Sellers to be in its contravention of any applicable Law (but shall cooperate in good faith and use reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated best efforts to provide such Purchaser with the maximum employee information, excluding health and protected status data, allowed by Law), (C) access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can which the Main Sellers reasonably consider to be commercially sensitive shall only be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and appropriate Clean Team Members in accordance with, with applicable Law and subject to the provisions of the Clean Team Confidentiality Agreement and Section 5.04. Notwithstanding anything the Confidentiality Agreement, as applicable, and (D) with respect to the contrary set forth hereinNGS Companies, none of Seller, its Affiliates or their respective Representatives any such access shall be required to disclose or provide access to Excluded Books consistent with the applicable legal and Records to Purchaser orregulatory requirements set by the United States Government, prior to including such requirements under the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveProxy Agreement and the NISPOM. (b) Without limiting Notwithstanding anything contained in this Agreement or any other agreement between the foregoingPurchaser and the Sellers executed on or prior to the date hereof, from the Sellers shall not have any obligation to make available to the Purchaser or its representatives, or provide the Purchaser or its representatives with, (i) any Tax Return filed by the Sellers or any of their Affiliates or predecessors, or any related material or (ii) more generally, any information if, in the good faith opinion of the Sellers, making such information available would (A) result in the loss of any attorney-client or other legal privilege or (B) cause the Sellers to be found in contravention of any applicable Law, or contravene any fiduciary duty or agreement existing on the date hereof until (including any confidentiality agreement to which the ClosingSellers or any of their Affiliates are a party), Seller it being understood that the Sellers shall deliver cooperate in any reasonable efforts and requests that would enable otherwise required disclosure to the Purchaser complete copies of the audited to occur without so jeopardizing privilege or unaudited statutory financial statements of the Ceding Companycontravening such Law, together with any notes, exhibits duty or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulatoragreement.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable to visitors at Seller’s offices generallyClosing, Seller the Sellers shall, and shall afford to cause their Subsidiaries (other than the EMEA Sellers) to, (i) give the Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to such contractsall books, documents and information of or relating to the assetsrecords, liabilitiespersonnel, business, operations officers and other aspects facilities and properties of the Business (excluding the EMEA Business), (ii) permit the Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request, (iii) grant the Purchaser and its representatives reasonable access to each of the facilities of the Business where Assets are located for purposes of completing an updated inventory of the fixed assets of the Business for purposes of completing an appraisal of the value thereof, and (iv) cause the officers of the Sellers to (A) after each month-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with copies of the Sellers’ standard Business review of orders and revenue as is regularly prepared in the Ordinary Course, and (B) after each quarter-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with an unaudited quarter-end balance sheet for the Business as of the end of such quarter, and unaudited combined statements of earnings and cash flows of the Business for the three (3) month period then ended; provided, however, that Seller shall not be obligated to provide (1) any such access or information if Seller determinesshall be conducted at the Purchaser’s expense, in its accordance with Law (including any applicable Antitrust Laws and Bankruptcy Laws), at a reasonable judgmenttime, that doing so would violate Applicable Law or under the supervision of the Sellers’ personnel and in such a contract, agreement or obligation manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of confidentiality owing to a third party, jeopardize the protection businesses of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents the Sellers and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will holdtheir Affiliates, and (2) the Sellers will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall not be required to disclose or provide to the Purchaser access to Excluded Books and Records to Purchaser or, prior to the Closing Date, or copies of any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveTax records except as otherwise provided herein. (b) Without limiting In order to facilitate the foregoingPurchaser’s entry into new supply arrangements effective as of the Closing, from the Sellers shall make available to the Purchaser unredacted copies of all Contracts with suppliers of the Business, or in the case of any Non-Exclusive Supply Contracts, unredacted copies of any portion thereof that are applicable to the Business (other than pricing/cost information or other competitively sensitive information the sharing of which Sellers or their representatives reasonably determine may violate applicable Law), promptly following the date hereof until (or in the Closing, Seller shall deliver event that any such Contract is subject to Purchaser complete copies confidentiality restrictions promptly following the receipt of any required consent which the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed Sellers will cooperate with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, Purchaser to obtain as promptly as practicable). So long as the Purchaser is the winning bidder in the Auction, the Sellers shall provide such information not provided in accordance with the preceding sentence upon the later of the entry of the U.S. Sale Order, the receipt of the HSR Approval and the receipt of the Competition Act Approval. Any such disclosures shall be made to any employees or representatives of the Purchaser who are designated by the Purchaser, who reasonably require access to such information for any reasonable business purpose related to the acquisition of the Business by the Purchasers and who have executed the applicable “Clean Room Agreements,” provided, however, that employees of the Purchaser shall not have access to such information unless they are not involved in making decisions regarding pricing or the other material competitive terms offered to any customer of a competing business to the Business, and if the transaction does not close, agree not to be employed in such a role for an agreed-upon minimum period of time. (c) In connection with the procedures set forth in Section 5.15 with respect to the Bundled Contracts, the Sellers will provide unredacted copies of any portion of any Bundled Contracts that relates to the Business (other than pricing information and other competitive sensitive information the sharing of which the Sellers or their representatives reasonably determine may violate applicable Law) promptly following the date hereof, and so long as the Purchaser is the winning bidder in the Auction, will provide such information upon the later of the entry of the U.S. Sale Order, the receipt of the HSR Approval and the receipt of the Competition Act Approval. Any such disclosures shall be made to any employees or representatives of the Purchaser who are designated by the Purchaser, who reasonably require access to such information for any reasonable business purpose related to the acquisition of the Business by the Purchasers and who have executed the applicable “Clean Room Agreements,” provided, however, that employees of the Purchaser shall not have access to such information unless they are not involved in making decisions regarding pricing or the other material competitive terms offered to any customer of a competing business to the Business, and if the transaction does not close, agree not to be employed in such a role for an agreed-upon minimum period of time. (d) Promptly following the date hereof, the Sellers will provide to Purchaser a correct and complete list of table values from the Sellers’ SAP HR system for the following fields: (i) job, (ii) organization/HR Department, and (iii) location. Within twenty (20) days following the date hereof, the Sellers will provide to the Purchaser a set of test files from the Sellers’ SAP HR system, which shall include actual employee data (including at least one person per country), but excluding in such data any information revealing the identity of any Employees (including names, addresses, tax identification numbers and any other information that would allow the Purchaser to individually identify any Employee). Such test files shall be in the same format as the format that will be subsequently provided to the Purchaser by the Sellers when actual payroll data is transferred from the Sellers to the Purchaser. Within three (3) Business Days following the completion of the Auction, the Sellers will provide the following additional information with respect to each of the Employees whose information was provided in Section 4.10(b) of the Sellers Disclosure Schedule: (i) full name, (ii) work e-mail address, (iii) work telephone number, (iv) specific recurring allowances paid to employees (if applicable), (v) supervisor and (vi) pay schedule. Within three (3) Business Days following the notification from Purchaser to Sellers of any Identified Employee pursuant to Section 7.1.1, the Sellers will provide Purchaser with the Identified Employee’s home address. Additionally, provided that Purchaser provides Seller with proof that an Identified Employee has consented to its release and, if applicable, transfer across boundaries, the Sellers will provide the Purchaser with the following additional information with respect to such Identified Employees as soon as practicable after following the filing receipt by Seller of such statements proof: (ix) tax identification number, (x) date of birth, and (xi) gender. In addition, upon Purchaser’s reasonable request, the Sellers will promptly provide Purchaser with aggregate census data with respect to gender and age (using five-year bands) of the Identified Employees’ employee population (without individually identifying any Identified Employee). (e) Notwithstanding anything contained in this Agreement or any other agreement between the Purchaser and the Sellers executed on or prior to the date hereof, the Sellers shall not have any obligation to make available to the Purchaser or its representatives, or provide the Purchaser or its representatives with, (i) any Tax Return filed by the Sellers or any of their Affiliates or predecessors or (ii) any other information, if in each case under subsection (i) and (ii), making such Insurance Regulatorinformation available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause the Sellers to be found in contravention of any applicable Law or contravene any fiduciary duty or agreement (including any confidentiality agreement with a Third Party to which the Sellers or any of their Affiliates are a party) between Sellers and a Third Party, it being understood that the Sellers shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or agreement. (f) Promptly following the date of the U.S. Sale Order, the Sellers agree to provide the Purchaser with access to such documentation, records and databases to the extent reasonably required to review and assess the Sellers’ use of Open Source Software incorporated into any of the Products or Services.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable Closing, the Main Sellers shall, and shall cause their Subsidiaries (other than the EMEA Debtors and their respective Subsidiaries) to, (i) give the Purchaser and its Representatives, upon any reasonable advance notice and during regular business hours, reasonable access to visitors at Seller’s offices generallyall books, Seller shall afford records, personnel, officers, advisors, agents, bankers and other Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives reasonable accessto make such copies and inspections thereof, upon reasonable advance notice and during normal regular business hours, as the Purchaser may reasonably request and (iii) cause the officers of the Sellers to furnish the Purchaser with such contracts, documents additional financial and information of or relating to the assets, liabilities, business, operations operating data and other aspects of information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that Seller shall not be obligated to provide (A) any such access or information if Seller determinesshall be conducted at Purchaser’s expense, in its reasonable judgmentaccordance with Law (including any applicable Antitrust Law and Bankruptcy Law), that doing so would violate Applicable Law or under the supervision of the Sellers’ personnel and in such a contract, agreement or obligation manner as to maintain confidentiality and not to interfere with the normal operations of confidentiality owing to a third party, jeopardize the protection businesses of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents the Sellers and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will holdtheir Affiliates, and (B) the Sellers will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall not be required to disclose or provide to the Purchaser access to Excluded Books and Records to Purchaser or, prior to the Closing Date, or copies of any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveEmployee Records. (b) Without limiting Notwithstanding anything contained in this Agreement or any other agreement between the foregoing, from Purchaser and the Sellers executed on or prior to the date hereof until hereof, the ClosingSellers shall not have any obligation to make available to the Purchaser or its Representatives, Seller or provide the Purchaser or its Representatives with, (i) any income Tax Return or any combined or consolidated Tax Return filed by the Sellers or any of their Affiliates or predecessors, or any related material, or (ii) more generally, any information if making such information available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause the Sellers to be found in contravention of any applicable Law or contravene any fiduciary duty or agreement (including any confidentiality agreement to which the Sellers or any of their Affiliates is a party), it being understood that the Sellers shall deliver cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Purchaser complete copies of the audited to occur without so jeopardizing privilege or unaudited statutory financial statements of the Ceding Companycontravening such Law, together with any notes, exhibits duty or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulatoragreement.

Pre-Closing Access to Information. (a) Between From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement and the Closing Datein accordance with its terms, subject to Applicable Law upon reasonable notice, and subject to the rules applicable restrictions contained in any confidentiality agreements to visitors at Seller’s offices generallywhich Seller is subject, Seller shall afford to Purchaser provide Buyer and its authorized Representatives during regular business hours reasonable accessaccess to all accountants, upon reasonable advance notice counsel, financial advisors and during other authorized outside representatives, officers, senior management and employees of Seller in their respective principal place of business, the Seller’s books, records, documents, data (including financial and operating data) and other information regarding Seller, and all offices and other facilities of the Seller related to the Business (in a manner so as to not unreasonably interfere with the normal business hours, to such contracts, documents and information operations of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; provided, however, that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04Seller). Notwithstanding anything to the contrary set forth hereinin this Agreement, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to during the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive. (b) Without limiting the foregoing, period from the date hereof until the Closing, neither Seller nor any of its Affiliates (including Seller) shall deliver be required to Purchaser complete copies disclose to Buyer or any of its Representatives (i) any information (A) if doing so would violate any Contract, fiduciary duty or Law to which Seller or any of its Affiliates (including Seller) is a party or is subject, (B) if Seller reasonably determined upon the advice of counsel that doing so could result in the loss of the audited ability to successfully assert attorney-client and work product privileges, (C) if Seller or unaudited statutory financial statements any of its Affiliates, on the Ceding Companyone hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (D) if Seller reasonably determines that such information should not be disclosed due to its competitively sensitive nature or (ii) any information relating to Taxes or Tax Returns other than information relating to Seller. For the avoidance of all doubt, nothing in this Section 6.1(a) shall be deemed to give rise to a contingency, condition or similar right regarding Buyer’s satisfaction with any information of any kind to which Buyer is given access prior to the Closing Date. (b) All information disclosed pursuant to Section 6.2(a), together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction terms of domicile between the date hereof this Agreement and the Closinginformation disclosed on Seller Disclosure Schedules, shall be treated as promptly as practicable after “Confidential Information” pursuant to the filing terms of such statements with such Insurance Regulatorthe Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable to visitors at Seller’s offices generallyClosing, Seller Sellers shall afford to (i) give Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to such contractsall books, records, reports, plans, certificates, files, documents and information of or relating related to the assets, liabilitiespersonnel, business, operations officers and other aspects facilities and properties of the Business, (ii) permit Purchaser to make such copies and inspections thereof, upon advance notice and during regular business hours, as Purchaser may reasonably request and (iii) cause the officers of Sellers to furnish Purchaser with such unaudited financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that Purchaser may from time to time reasonably request; provided, however, that Seller (A) any such access shall be conducted at Purchaser’s expense, in accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), under the supervision of Sellers’ personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Sellers and their Affiliates and (B) Sellers will not be obligated required to provide to Purchaser access to or copies of any Employee Records to the extent such access or information if Seller determines, would be in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation violation of confidentiality owing Laws relating to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveprivacy. (b) Without Notwithstanding anything contained in this Agreement or any other agreement between Purchaser and Sellers executed on or prior to the date hereof, but without limiting the foregoingscope of the representations or warranties contained herein, from Sellers shall not have any obligation after the date hereof until of this Agreement to make available to Purchaser or its representatives, or provide Purchaser or its representatives with (i) any information if making such information available would (A) jeopardize any attorney-client, solicitor-client or other legal privilege or (B) potentially cause Sellers to be found in contravention of any applicable Law or contravene any fiduciary duty or agreement (including any confidentiality agreement to which Sellers or any of their Affiliates are a party), it being understood that Sellers shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such Law, duty or agreement; or (ii) any information relating to other bids or potential bids for any of the ClosingAcquired Assets. (c) As requested by Purchaser from time to time, Sellers shall use reasonable commercial efforts to cooperate with Purchaser in connection with Purchaser and Sellers contacting suppliers and customers of the Business. (d) Seller shall deliver to provide Purchaser complete copies with such information as Purchaser reasonably requests regarding the sale of the audited Inaria Sports Business and shall not execute or unaudited statutory financial statements deliver any Contract that results or would result in an Assumed Liability for Purchaser hereunder with respect thereto without the prior written consent of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance RegulatorPurchaser.

Pre-Closing Access to Information. (a) Between Until the date earlier of the Closing and the termination of this Agreement and the Closing Date, subject pursuant to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generallyits terms, Seller shall, and shall afford to cause the Acquired Companies to, permit Purchaser and its Purchaser’s authorized Representatives to have reasonable access, upon reasonable advance notice and prior notice, during normal business hourshours in a manner so as not to interfere with the normal business operations of Seller and its Affiliates and in accordance with the procedures established by Seller, to such contractsthe employees, documents agents and information Representatives of or the Acquired Companies and the books and records of the Acquired Companies and those solely relating to the assets, liabilities, business, operations Business and other aspects primarily for the purpose of facilitating the consummation of the Business as Purchaser may reasonably requestTransactions; provided, however, that Seller the foregoing shall not be obligated (i) require Seller or its Affiliates to provide access or to disclose information where such access or information disclosure would contravene any Legal Requirement (including those relating to data protection or privacy), fiduciary duty or the terms of any Contract, would result in the waiver of any legal privilege or work-product protection or would cause significant competitive harm to Seller, its Affiliates or their respective businesses if Seller determinesthe Transactions are not consummated, in its reasonable judgment(ii) include any invasive investigations, that doing so would violate Applicable Law sampling or a contracttesting whatsoever for or regarding any environmental matters, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose (iii) require Seller or any of its Affiliates to risk of liability for disclosure of sensitive provide Purchaser, its Affiliates and their Representatives or personal information; providedother representatives with (A) any Consolidated Return (or copy thereof), further, provided that Seller shall not be obligated make available to Purchaser upon reasonable request any pro forma financial information in respect of the Acquired Companies reflected in the most recently filed Consolidated Return, and (B) information relating to the businesses of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance evaluations, disciplinary actions or medical histories or (iv) require Seller to provide such access (A) information with respect to its offices if Seller determinesbids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in its reasonable judgment, that such contracts, documents and information can be provided electronically connection with transactions comparable to the Transactions or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained or analysis relating to any such communications or (B) financial or operating data or other information that has not previously been prepared by Seller or its Affiliates, or that is not otherwise prepared in confidence the ordinary course of operating the Business. The provision of any information pursuant to this Section 6.2(a) shall not expand the extent required by, and remedies available to Purchaser or its Affiliates under this Agreement in accordance with, any manner. Any information disclosed will be subject to the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveAgreement. (b) Without limiting Until the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies earlier of the audited or unaudited statutory financial statements Closing and the termination of this Agreement pursuant to its terms, Purchaser and its Affiliates and its and their respective Representatives shall not communicate with any of the Ceding Companyofficers, together with any notesdirectors, exhibits employees or schedules theretocustomers of, that are filed with or suppliers to, the Insurance Regulator for Business or the applicable company’s jurisdiction Acquired Companies without the prior written consent of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance RegulatorSeller.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable to visitors at Seller’s offices generallyClosing, Seller the Sellers shall, and shall afford to cause their Subsidiaries (other than the EMEA Sellers) to, (i) give the Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to such contractsall books, documents and information of or relating to the assetsrecords, liabilitiespersonnel, business, operations officers and other aspects facilities and properties of the Business (excluding the EMEA Business), (ii) permit the Purchaser to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request, (iii) grant the Purchaser and its representatives reasonable access to each of the facilities of the Business where Assets are located for purposes of completing an updated inventory of the fixed assets of the Business for purposes of completing an appraisal of the value thereof, and (iv) cause the officers of the Sellers to (A) after each month-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with copies of the Sellers’ standard Business review of orders and revenue as is regularly prepared in the Ordinary Course, and (B) after each quarter-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with an unaudited quarter-end balance sheet for the Business as of the end of such quarter, and unaudited combined statements of earnings and cash flows of the Business for the three (3) month period then ended; provided, however, that Seller shall not be obligated to provide (1) any such access or information if Seller determinesshall be conducted at the Purchaser’s expense, in its accordance with Law (including any applicable Antitrust Laws and Bankruptcy Laws), at a reasonable judgmenttime, that doing so would violate Applicable Law or under the supervision of the Sellers’ personnel and in such a contract, agreement or obligation manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of confidentiality owing to a third party, jeopardize the protection businesses of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents the Sellers and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will holdtheir Affiliates, and (2) the Sellers will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall not be required to disclose or provide to the Purchaser access to Excluded Books and Records to Purchaser or, prior to the Closing Date, or copies of any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveTax records except as otherwise provided herein. (b) Without limiting In order to facilitate the foregoingPurchaser’s entry into new supply arrangements effective as of the Closing, from the Sellers shall make available to the Purchaser unredacted copies of all Contracts with suppliers of the Business, or in the case of any Non- Exclusive Supply Contracts, unredacted copies of any portion thereof that are applicable to the Business (other than pricing/cost information or other competitively sensitive information the sharing of which Sellers or their representatives reasonably determine may violate applicable Law), promptly following the date hereof until (or in the Closing, Seller shall deliver event that any such Contract is subject to Purchaser complete copies confidentiality restrictions promptly following the receipt of any required consent which the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed Sellers will cooperate with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, Purchaser to obtain as promptly as practicable after practicable). So long as the filing Purchaser is the winning bidder in the Auction, the Sellers shall provide such information not provided in accordance with the preceding sentence upon the later of the entry of the U.S. Sale Order, the receipt of the HSR Approval and the receipt of the Competition Act Approval. Any such statements disclosures shall be made to any employees or representatives of the Purchaser who are designated by the Purchaser, who reasonably require access to such information for any reasonable business purpose related to the acquisition of the Business by the Purchasers and who have executed the applicable “Clean Room Agreements,” provided, however, that employees of the Purchaser shall not have access to such information unless they are not involved in making decisions regarding pricing or the other material competitive terms offered to any customer of a competing business to the Business, and if the transaction does not close, agree not to be employed in such a role for an agreed-upon minimum period of time. (c) In connection with the procedures set forth in Section 5.15 with respect to the Bundled Contracts, the Sellers will provide unredacted copies of any portion of any Bundled Contracts that relates to the Business (other than pricing information and other competitive sensitive information the sharing of which the Sellers or their representatives reasonably determine may violate applicable Law) promptly following the date hereof, and so long as the Purchaser is the winning bidder in the Auction, will provide such Insurance Regulatorinformation upon the later of the entry of the U.S. Sale Order, the receipt of the HSR Approval and the receipt of the Competition Act Approval. Any such disclosures shall be made to any employees or representatives of the Purchaser who are designated by the Purchaser, who reasonably require access to such information for any reasonable business purpose related to the acquisition of the Business by the Purchasers and who have executed the applicable “Clean Room Agreements,” provided, however, that employees of the Purchaser shall not have access to such information unless they are not involved in making decisions regarding pricing or the other material competitive terms offered to any customer of a competing business to the Business, and if the transaction does not close, agree not to be employed in such a role for an agreed-upon minimum period of time. (d) Promptly following the date hereof, the Sellers will provide to Purchaser a correct and complete list of table values from the Sellers’ SAP HR system for the following fields: (i) job, (ii) organization/HR Department, and (iii) location. Within twenty (20) days following the date hereof, the Sellers will provide to the Purchaser a set of test files from the Sellers’ SAP HR system, which shall include actual employee data (including at least one person per country), but excluding in such data any information revealing the identity of any Employees (including names, addresses, tax identification numbers and any other information that would allow the Purchaser to individually identify any Employee). Such test files shall be in the same format as the format that will be subsequently provided to the Purchaser by the Sellers when actual payroll data is transferred from the Sellers to the Purchaser. Within three (3) Business Days following the completion of the Auction, the Sellers will provide the following additional information with respect to each of the Employees whose information was provided in Section 4.10(b) of the Sellers Disclosure Schedule: (i) full name, (ii) work e-mail address, (iii) work telephone number,

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable to visitors at Seller’s offices generallyClosing, Seller the Main Sellers shall, and shall afford to cause their Subsidiaries (other than the EMEA Sellers or NNSA) to, (i) give the Purchaser and its Representatives reasonable accessauthorized representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to such contractsall books, documents and information of or relating to the assetsrecords, liabilitiespersonnel, business, operations officers and other aspects facilities and properties of the Business (other than the EMEA Business), (ii) permit the Purchaser and its representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that Seller shall not be obligated to provide (A) any such access or information if Seller determinesshall be conducted at Purchaser’s expense, in its accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable judgmenttime, that doing so would violate Applicable Law or a contract, agreement or obligation under the supervision of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, Sellers’ personnel and in accordance with, such a manner as to maintain confidentiality and not to interfere with the provisions normal operations of the Confidentiality Agreement businesses of the Sellers and Section 5.04. Notwithstanding anything to their Affiliates, (B) the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall Sellers will not be required to disclose or provide to the Purchaser access to Excluded Books or copies of any Employee Records, and Records (C) the Sellers will not be required to Purchaser or, prior provide to the Closing Date, Purchaser access to or copies of any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveTax records except as otherwise provided herein. (b) Without limiting Notwithstanding anything contained in this Agreement or any other agreement between the foregoing, from Purchaser and the Sellers executed on or prior to the date hereof until hereof, the ClosingSellers shall not have any obligation to make available to the Purchaser or its representatives, Seller or provide the Purchaser or its representatives with, (i) any Tax Return filed by the Sellers or any of their Affiliates or predecessors, or any related material, or (ii) more generally, any information if making such information available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause the Sellers to be found in contravention of any applicable Law or contravene any fiduciary duty or agreement (including any confidentiality agreement to which the Sellers or any of their Affiliates are a party), it being understood that the Sellers shall deliver cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Purchaser complete copies of the audited to occur without so jeopardizing privilege or unaudited statutory financial statements of the Ceding Companycontravening such Law, together with any notes, exhibits duty or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulatoragreement.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generallyLaw, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contractsall of the properties, Contracts, Books and Records, documents and information of or relating to the assets, liabilities, business, operations operations, personnel and other aspects of the Business Business, the Transferred Assets or the Assumed Liabilities, and to the employees and officers of Seller and its Affiliates whose employment relates to the Business, as Purchaser may reasonably request; including in connection with Purchaser’s diligence on and recruitment of the Employees and Transferred Company Employees, and, during such period, Seller shall, and shall cause its Affiliates to, furnish to Purchaser such information that relates to the Business, the Transferred Assets or the Assumed Liabilities, as Purchaser may from time to time reasonably request; provided, however, that Seller shall not be obligated to provide such access or information to any such Contract, Books and Records, documents or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation Contract of confidentiality owing to a third party, third-party or jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated use commercially reasonable efforts to provide obtain waivers or make other arrangements (including redacting information or entering into joint defense agreements) that would enable otherwise required disclosure to Purchaser or its Representatives to occur without so jeopardizing privilege or contravening such access to its offices if Seller determinesApplicable Law, in its reasonable judgment, that such contracts, documents and information can be provided electronically Contract or in another reasonably accessible locationobligation of confidentiality. Purchaser agrees that it will hold, and will cause its Affiliates and each of their respective Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive. (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of each of the Ceding CompanyCompanies and each of the DHMOs, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject to the rules applicable to visitors at Seller’s offices generally, Seller shall afford to Purchaser and its Representatives reasonable access, upon reasonable advance notice and during normal business hours, to such contracts, documents and information of or relating to the assets, liabilities, business, operations and other aspects of the Business as Purchaser may reasonably request; providedprovided , howeverhowever , that Seller shall not be obligated to provide such access or information if Seller determines, in its reasonable judgment, that doing so would violate Applicable Law or a contract, agreement or obligation of confidentiality owing to a third party, jeopardize the protection of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, furtherfurther , that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will hold, and will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall be required to disclose or provide access to Excluded Books and Records to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitive. (b) Without limiting the foregoing, from the date hereof until the Closing, Seller shall deliver to Purchaser complete copies of the audited or unaudited statutory financial statements of the Ceding Company, together with any notes, exhibits or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulator.

Pre-Closing Access to Information. (a) Between the date of this Agreement and the Closing Date, subject to Applicable Law and subject Prior to the rules applicable to visitors at Seller’s offices generallyClosing, Seller the Main Sellers shall, and shall afford to cause their Subsidiaries to, (i) give the Purchaser and its Representatives reasonable accessauthorized Representatives, upon reasonable advance notice and during normal regular business hours, reasonable access to such contractsall books, documents and information of or relating to the assetsrecords, liabilitiespersonnel, businessofficers, operations advisors, agents, bankers and other aspects Representatives and other facilities and properties of the Business (including physical access to any Leased Real Property and/or Direct Lease Real Estate), (ii) permit the Purchaser and its Representatives to make such copies and inspections thereof, upon reasonable advance notice and during regular business hours, as the Purchaser may reasonably request and (iii) furnish the Purchaser with such unaudited financial and operating data and other information with respect to the Business as is regularly prepared in the Ordinary Course that the Purchaser may from time to time reasonably request; provided, however, that Seller shall not be obligated to provide (A) any such access or information if Seller determinesby the Purchaser shall be conducted at Purchaser’s own expense, in its accordance with Law (including any applicable Antitrust Law and Bankruptcy Law), at a reasonable judgmenttime, that doing so would violate Applicable Law or under the supervision of the Sellers’ personnel and in such a contract, agreement or obligation manner as to maintain confidentiality and not to interfere with the normal operations of confidentiality owing to a third party, jeopardize the protection businesses of an attorney-client privilege, or expose Seller or any of its Affiliates to risk of liability for disclosure of sensitive or personal information; provided, further, that Seller shall not be obligated to provide such access to its offices if Seller determines, in its reasonable judgment, that such contracts, documents the Sellers and information can be provided electronically or in another reasonably accessible location. Purchaser agrees that it will holdtheir Affiliates, and (B) the Sellers will cause its Representatives to hold, any information so obtained in confidence to the extent required by, and in accordance with, the provisions of the Confidentiality Agreement and Section 5.04. Notwithstanding anything to the contrary set forth herein, none of Seller, its Affiliates or their respective Representatives shall not be required to disclose or provide to the Purchaser access to Excluded Books and or copies of any Employee Records unless consented to Purchaser or, prior to the Closing Date, any of its Representatives or any information that Seller reasonably determines to be competitively sensitiveby such Employee. (b) Without limiting Notwithstanding anything contained in this Agreement or any other agreement between the foregoing, from Purchaser and the Sellers executed on or prior to the date hereof until hereof, the ClosingSellers shall not have any obligation to make available to the Purchaser or its Representatives, Seller or provide the Purchaser or its Representatives with, (i) any income Tax Return or any combined or consolidated Tax Return filed by the Sellers or any of their Affiliates or predecessors, or any related material, or (ii) more generally, any information if making such information available would (A) jeopardize any attorney-client or other legal privilege or (B) potentially cause the Sellers to be found in contravention of any applicable Law or contravene any fiduciary duty or agreement (including any confidentiality agreement to which the Sellers or any of their Affiliates are a party), it being understood that the Sellers shall deliver cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to the Purchaser complete copies of the audited to occur without so jeopardizing privilege or unaudited statutory financial statements of the Ceding Companycontravening such Law, together with any notes, exhibits duty or schedules thereto, that are filed with the Insurance Regulator for the applicable company’s jurisdiction of domicile between the date hereof and the Closing, as promptly as practicable after the filing of such statements with such Insurance Regulatoragreement.