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

Pre-Closing Access to Information. (a) Prior to the Closing, the Sellers shall, and shall cause their Subsidiaries (other than the EMEA Sellers) to, (i) give the Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers and other 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 (1) any such access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws and Bankruptcy Laws), 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 businesses of the Sellers and their Affiliates, and (2) the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except as otherwise provided herein.

Pre-Closing Access to Information. (a) Prior to the Closing, the Sellers Seller shall, and shall cause their Subsidiaries (other than the EMEA Sellers) Seller Parties to, (i) give the Purchaser and its authorized representatives, upon reasonable advance written notice to Xxxxxxx Xxxxxxx (with a copy to Xxxxx Xxxxxx) and during regular business hours, reasonable access to (x) all books, records, personnel, officers records and personnel and other facilities and properties of to the extent relating to 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 that Purchaser may reasonably request, request (iiiincluding 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) 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, Seller Disclosure Schedule) and (ivy) cause the officers of the Sellers to (A) after each month-end promptly (Seller’s accountants, legal counsel, financial advisors 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 endedother authorized outside representatives; provided, however, that (1) any such (i) access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws Law and Bankruptcy LawsLaw), at a reasonable time, under the supervision of the SellersSeller Parties’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the businesses of the Sellers Seller Parties and their Affiliates, and (2ii) the Sellers Seller Parties will not be required to provide to the Purchaser access to or copies of any Tax 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 except as otherwise provided hereinavailable to Purchaser, Seller and its Subsidiaries may redact any portions thereof to the extent such portions do not relate in any way to the Business.

Pre-Closing Access to Information. Seller shall, during the relevant Pre-Closing Period, (a) Prior deliver to Buyer by the fifth (5th) Business Day of each month until this Agreement terminates, a reasonably detailed summary (a “Progress Report”) of development activities undertaken by Seller and progress achieved towards satisfaction of the conditions precedent to each Closing, including (i) any material changes in the Sellers shallanticipated cost or schedule for the development and construction of the Projects, (ii) any material communication with Xcel Energy regarding any Project and shall (iii) an updated schedule of expected Closing Dates for each Project, (b) reasonably cooperate with Buyer to arrange, at Buyer’s reasonable request, regular telephonic or in person meetings with Seller’s or its Affiliate’s personnel with knowledge regarding the ongoing development of the Projects and with Xcel Energy representatives, landowners and other third parties necessary for the development and construction of the Projects, (c) furnish or cause their Subsidiaries (other than the EMEA Sellers) toto be furnished to Buyer and its Representatives, at reasonable times and upon reasonable notice, (i) give a reasonably detailed summary of any material communication with Xcel Energy during the Purchaser and its authorized representativesrelevant Pre-Closing Period regarding any Project that has not been Made Available (ii) such access, upon reasonable advance notice and during regular normal business hours, reasonable access to all books, records, personnel, officers each Project Site as Buyer reasonably requests that Seller or its Affiliates have the ability to provide; and other 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 such access to the books, records and other information of each of Project Company that has not been Made Available as Buyer reasonably requests; provided, (x) Seller shall have the facilities of the Business where Assets are located right to have a Representative present and impose reasonable restrictions and requirements for purposes of completing an updated inventory of the fixed assets of the Business for purposes of completing an appraisal of the value thereofsafety purposes, and (ivy) 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 (1) any such access Seller shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws and Bankruptcy Laws), 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 businesses of the Sellers and their Affiliates, and (2) the Sellers will not be required to provide access to any information that is subject to attorney-client privilege to the Purchaser access extent doing so would cause such privilege to be waived, prohibited by applicable Law or copies subject to contractual prohibitions against disclosure to the extent doing so would violate such prohibition (subject in each case, except with respect to attorney-client privilege, to using commercially reasonable efforts to obtain waivers or consents to permit such disclosure). During the Pre-Closing Period, Buyer shall treat all information obtained from or on behalf of any Tax records except Seller pursuant to this Section 6.2.3 as otherwise provided herein“Confidential Information” under the Mutual Nondisclosure Agreement, and Buyer shall continue to honor, and cause its Representatives to honor, the obligations thereunder.

Pre-Closing Access to Information. (a) Prior to the Closing, the The Main Sellers shall, and shall cause their Subsidiaries the Other Sellers (other than the EMEA Debtors or EMEA Sellers) to, (i) give the Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to (x) all books, records, personnel, officers and other facilities and properties of the Acquired Business and (excluding y) only after the EMEA entry of the U.S. Sale Order and the Canadian Approval and Vesting Order, all product documentation and design specifications of the Acquired Business), including access to certain managerial Employees designated by the Sellers, who have knowledge of the skills and competencies of Employees relative to the Business and will provide such information to the Purchaser and Human Resources personnel designated by the Sellers who can provide information relevant to the Purchaser otherwise complying with the Purchaser’s obligations pursuant to ARTICLE VII, (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, (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 such financial, business and operating data and other information with respect to the Sellers’ standard Acquired Business review of orders and revenue as is regularly prepared in the Ordinary CourseCourse that the Purchaser may from time to time reasonably request, (iv) without limiting the generality of subsections (i), (ii) and (B) after each quarter-end promptly (and in any event within thirty (30) days thereafter) furnish iii), deliver to the Purchaser with an unaudited quarter-end balance sheet for the no later than ten (10) Business as of Days following the end of such quarter, and unaudited combined statements of earnings and cash flows each fiscal quarter a report reflecting any changes to the headcount of the Business for since the three (3) month period then endedprevious fiscal quarter; provided, however, that (1A) any such access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws Law and Bankruptcy LawsLaw), 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) except pursuant to Section 7.1.1 and (2) Section 5.6(e), the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except Employee Records, other than as otherwise provided hereinin 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 the Sellers products or services, such information shall be shared with any employees or representatives of the Purchaser who are designated by the Purchaser and reasonably agreed upon by the Sellers, who reasonably require access to such information for any reasonable business purpose related to the acquisition of the Business by the Purchaser and who have executed the Clean Team Confidentiality Agreement, 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 other material competitive terms for 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.

Pre-Closing Access to Information. (a) Prior to the ClosingClosing (or with respect to the portion of the Business relating to a Deferred Closing Country, until the Sellers Deferred Closing for such Deferred Closing Country), Seller shall, and shall cause their Subsidiaries (other than the EMEA Sellers) Seller Parties to, (i) give the Purchaser and its authorized representatives, upon reasonable advance written notice to Xxxxxxx Xxxxxxx (with a copy to Xxxxx Xxxxxx) and during regular business hours, reasonable access to (x) all books, records, personnel, officers records and personnel and other facilities and properties of to the extent relating to 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 that Purchaser may reasonably request, request (iii) grant including for the Purchaser purpose of conducting Phase I environmental site assessments on the Transferred Real Property and its representatives reasonable access to each the other Real Property set forth on Section 5.4 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, Seller Disclosure Schedule) and (ivy) cause the officers of the Sellers to (A) after each month-end promptly (Seller’s accountants, legal counsel, financial advisors 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 endedother authorized outside representatives; provided, however, that (1) any such (i) access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws Law and Bankruptcy LawsLaw), at a reasonable time, under the supervision of the SellersSeller Parties’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the businesses of the Sellers Seller Parties and their Affiliates, and (2ii) the Sellers Seller Parties will not be required to provide to the Purchaser access to or copies of any Tax 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 except as otherwise provided hereinavailable to Purchaser, Seller and its Subsidiaries may redact any portions thereof to the extent such portions do not relate in any way to the Business.

Pre-Closing Access to Information. (a) Prior Without prejudice to the Closingprovisions 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 but after entry of the U.S. Sale Order, subject to applicable Law, the Main Sellers shall, and shall cause their Subsidiaries the Other Sellers (other than the EMEA Debtors or EMEA Sellers) to, (i) give the Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to all books, records, personnel, officers and other facilities and properties of 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 Business and will provide such information to the Purchaser for the purposes of Purchaser identifying Identified Employees and (excluding y) Human Resources personnel designated by the EMEA Business)Sellers who can provide information relevant to Purchaser otherwise complying with the Purchaser’s obligations pursuant to ARTICLE VII, (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, (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 such financial business and operating data and other information with respect to the Sellers’ standard Business review of orders and revenue as is regularly prepared in the Ordinary CourseCourse that the Purchaser may from time to time reasonably request, (iv) without limiting the generality of subsections (i), (ii) and (B) after each quarter-end promptly (and in any event within thirty (30) days thereafter) furnish iii), deliver to the Purchaser with an unaudited quarter-end balance sheet for the no later than ten (10) Business as of Days following the end of such quarter, each fiscal quarter a report reflecting any changes to the Plan of Record and unaudited combined statements of earnings and cash flows the headcount of the Business for since the three (3) month period then endedprevious fiscal quarter; provided, however, that (1A) any such access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws Law and Bankruptcy LawsLaw), 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, and (2B) subject to Section 7.4(e), the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except Employee Records, other than as otherwise provided hereinin 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 employed in such a role for an agreed-upon minimum period of time.

Pre-Closing Access to Information. (a) Prior to From the Effective Date until the Closing, the Sellers shallCompany will, and shall Seller will cause their Subsidiaries (other than the EMEA Sellers) Company to, (i) give the Purchaser and its authorized representatives, Representatives reasonable access during normal business hours and upon reasonable advance notice and during regular business hours, reasonable access to all books, records, the personnel, officers assets, properties, books and other facilities and properties records of the Company and the Business for the purpose of consummating the Transactions (excluding including for purposes of obtaining insurance for the EMEA Business), (ii) permit furnish to Purchaser and its authorized Representatives such financial and operating data and other information relating to the Purchaser to make such copies Company and inspections thereof, upon reasonable advance notice and during regular business hours, the Business as the Purchaser may reasonably request, request for the purpose of consummating the Transactions (including for purposes of obtaining insurance for the Business) and (iii) grant subject to ‎Section 5.02(b), instruct the Purchaser Employees, counsel and its representatives reasonable access to each financial advisors of the facilities Company to cooperate with Purchaser in its reasonable investigations of the Business where Assets are located Company for the purpose of consummating the Transactions (including for purposes of completing an updated inventory of obtaining insurance with respect to 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 endedBusiness); provided, however, that (1x) all requests for access pursuant to this ‎Section 5.02 will be made in writing and will be directed to and coordinated with Xxxx Xxxxxxx, Senior Vice President, Mergers and Acquisitions, or such Person or Persons as he designates; (y) Purchaser and its Representatives will not have the right to perform any investigative procedures that are reasonably expected to involve physical disturbance or damage to the Real Property or any of the assets of the Company; and (z) such access will not include any sampling of environmental media, including soil, surface water, groundwater, indoor air, ambient air or building materials. All such information and access will be subject to the terms and conditions of the confidentiality NAI-1502820106v1 agreement, dated March 31, 2017, between Purchaser and Seller (the “Confidentiality Agreement”). To the extent that Seller or its Affiliates incur any incremental out-of-pocket costs in processing, retrieving or transmitting any such access information pursuant to this ‎Section 5.02, Seller shall be conducted at notify Purchaser of such costs prior to incurring such expense and Purchaser will reimburse Seller for the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws and Bankruptcy Laws), at a reasonable time, under the supervision out-of-pocket costs thereof promptly following submission to Purchaser of the Sellers’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the businesses of the Sellers and their Affiliates, and (2) the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except as otherwise provided hereinan invoice therefor accompanied by reasonable supporting documentation.

Pre-Closing Access to Information. (a) Prior Without prejudice to the Closingclauses of this Agreement governing the Sellers’ reasonable best efforts obligations to make available to the Purchaser or to appropriate Clean Team Members documentation and information relating to Seller Contracts, the Main Sellers shall, and shall cause their Subsidiaries (other than the EMEA Sellers) to, to (i) give the Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to (x) all books, records, personnel, officers and other facilities and properties of the Business and the Companies and (excluding y) only after the EMEA Business)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, request and (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 Sellers and the Sellers Companies to (A) after each month-end promptly (and in any event within thirty (30) days thereafter) furnish the Purchaser with copies of such unaudited financial and operating data and other information with respect to the Sellers’ standard Business review of orders and revenue the Companies 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 Course that 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 endedmay from time to time reasonably request; provided, however, that (1A) any such access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws Law and Bankruptcy LawsLaw), 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, and (2B) the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except Employee Records if the provision of such Employee Records would cause the Sellers to be in contravention of any applicable Law (but shall cooperate in good faith and use reasonable best efforts to provide Purchaser with the maximum employee information, excluding health and protected status data, allowed by Law), (C) access to information which the Main Sellers reasonably consider to be commercially sensitive shall only be provided to appropriate Clean Team Members in accordance with applicable Law and subject to the provisions of the Clean Team Confidentiality Agreement and the Confidentiality Agreement, as otherwise provided hereinapplicable, and (D) with respect to the NGS Companies, any such access shall be consistent with the applicable legal and regulatory requirements set by the United States Government, including such requirements under the Proxy Agreement and the NISPOM.

Pre-Closing Access to Information. (a) Prior to the Closing, the The Main Sellers shall, and shall cause their Subsidiaries the Other Sellers (other than the EMEA Debtors or EMEA Sellers) to, (i) give the Purchaser and its authorized representatives, upon reasonable advance notice and during regular business hours, reasonable access to (x) all books, records, personnel, officers and other facilities and properties of the Acquired Business and (excluding y) only after the EMEA entry of the U.S. Sale Order and the Canadian Approval and Vesting Order, all product documentation and design specifications of the Acquired Business), including access to certain managerial Employees designated by the Sellers, who have knowledge of the skills and competencies of Employees relative to the Business and will provide such information to the Purchaser and Human Resources personnel designated by the Sellers who can provide information relevant to the Purchaser otherwise complying with the Purchaser’s obligations pursuant to ARTICLE VII, (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, (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 such financial, business and operating data and other information with respect to the Sellers’ standard Acquired Business review of orders and revenue as is regularly prepared in the Ordinary CourseCourse that the Purchaser may from time to time reasonably request, (iv) without limiting the generality of subsections (i), (ii) and (B) after each quarter-end promptly (and in any event within thirty (30) days thereafter) furnish iii), deliver to the Purchaser with an unaudited quarter-end balance sheet for the no later than ten (10) Business as of Days following the end of such quarter, and unaudited combined statements of earnings and cash flows each fiscal quarter a report reflecting any changes to the headcount of the Business for since the three (3) month period then endedprevious fiscal quarter; provided, however, that (1A) any such access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws Law and Bankruptcy LawsLaw), 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, and (2B) the Sellers will not be required to provide to the Purchaser access to or copies of any Tax records except as otherwise provided herein.pursuant to

Pre-Closing Access to Information. (a) Prior to From the Effective Date until the Closing, the Sellers shallCompany will, and shall Seller will cause their Subsidiaries (other than the EMEA Sellers) Company to, (i) give the Purchaser and its authorized representatives, Representatives reasonable access during normal business hours and upon reasonable advance notice and during regular business hours, reasonable access to all books, records, the personnel, officers assets, properties, books and other facilities and properties records of the Company and the Business for the purpose of consummating the Transactions (excluding including for purposes of obtaining insurance for the EMEA Business), (ii) permit furnish to Purchaser and its authorized Representatives such financial and operating data and other information relating to the Purchaser to make such copies Company and inspections thereof, upon reasonable advance notice and during regular business hours, the Business as the Purchaser may reasonably request, request for the purpose of consummating the Transactions (including for purposes of obtaining insurance for the Business) and (iii) grant subject to ‎Section 5.02(b), instruct the Purchaser Employees, counsel and its representatives reasonable access to each financial advisors of the facilities Company to cooperate with Purchaser in its reasonable investigations of the Business where Assets are located Company for the purpose of consummating the Transactions (including for purposes of completing an updated inventory of obtaining insurance with respect to 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 endedBusiness); provided, however, that (1x) all requests for access pursuant to this ‎Section 5.02 will be made in writing and will be directed to and coordinated with Xxxx Xxxxxxx, Senior Vice President, Mergers and Acquisitions, or such Person or Persons as he designates; (y) Purchaser and its Representatives will not have the right to perform any investigative procedures that are reasonably expected to involve physical disturbance or damage to the Real Property or any of the assets of the Company; and (z) such access will not include any sampling of environmental media, including soil, surface water, groundwater, indoor air, ambient air or building materials. All such information and access will be subject to the terms and conditions of the confidentiality -32- NAI-1502820106v1 agreement, dated March 31, 2017, between Purchaser and Seller (the “Confidentiality Agreement”). To the extent that Seller or its Affiliates incur any incremental out-of-pocket costs in processing, retrieving or transmitting any such access information pursuant to this ‎Section 5.02, Seller shall be conducted at notify Purchaser of such costs prior to incurring such expense and Purchaser will reimburse Seller for the Purchaserreasonable out-of-pocket costs thereof promptly following submission to Purchaser of an invoice therefor accompanied by reasonable supporting documentation. (b) From the Effective Date until the Closing, Purchaser will not (and will direct all of its Affiliates and Representatives to not) contact or communicate with the employees, consultants, customers, suppliers and distributors of the Company in connection with the Transactions without Seller’s expenseprior written consent; provided that, (i) to the extent such interactions involve the Transactions and the continued operation of the Business following the Closing, Purchaser may contact the senior management team of the Business, in accordance each case, without the prior written consent of Seller and (ii) following any public release or announcement concerning the Transactions, Seller shall, and shall cause its Affiliates to, reasonably cooperate with Law (including any applicable Antitrust Laws Purchaser to facilitate discussions between Purchaser and Bankruptcy Laws), at a reasonable time, under the supervision suppliers of the Sellers’ personnel and in Business to the extent such a manner as to maintain confidentiality and not to unreasonably interfere with discussions involve the normal operations continued operation of the businesses of Business following the Sellers and their AffiliatesClosing. (c) Notwithstanding anything to the contrary in this Agreement, and (2) the Sellers neither Seller nor its Affiliates will not be required to provide disclose to Purchaser or its Representatives any information (i) related solely to the sale process of the Company or Seller’s, its Affiliates’, or their Representatives’ evaluation thereof, (ii) if doing so would violate any Contract or Law to which Seller or its Affiliates is a party or is subject or which would result in a loss of the ability to successfully assert a claim of attorney-client privilege or (iii) if Seller or its Affiliates reasonably determines in good faith that such information is competitively sensitive and would reasonably be expected to cause significant competitive harm to Seller or its Affiliates. In the event that Seller or any of its Affiliates does not provide access or information in reliance on clause (ii) or clause (iii) of the previous sentence, Seller shall notify Purchaser that it is withholding such access or information and shall use its reasonable best efforts to communicate the applicable information to Purchaser and its representatives in a way that would not cause competitive harm, waive such privilege or violate such Contract or Law, including by cooperating with Purchaser to enable Purchaser and its representatives to enter into appropriate confidentiality, joint defense or similar agreements or arrangements so that Purchaser and its representatives may have access to or copies of any Tax records except as otherwise provided hereinsuch information. Section 5.03.

Pre-Closing Access to Information. (a) Prior to the Closing, the Sellers Seller shall, and shall cause their Subsidiaries (other than the EMEA Sellers) Seller Parties to, (i) give the Purchaser and its authorized representatives, upon reasonable advance written notice to Kxxxxxx Xxxxxxx (with a copy to Pxxxx Xxxxxx) and during regular business hours, reasonable access to (x) all books, records, personnel, officers records and personnel and other facilities and properties of to the extent relating to 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 that Purchaser may reasonably request, request (iiiincluding 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) 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, Seller Disclosure Schedule) and (ivy) cause the officers of the Sellers to (A) after each month-end promptly (Seller’s accountants, legal counsel, financial advisors 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 endedother authorized outside representatives; provided, however, that (1) any such (i) access shall be conducted at the Purchaser’s expense, in accordance with Law (including any applicable Antitrust Laws Law and Bankruptcy LawsLaw), at a reasonable time, under the supervision of the SellersSeller Parties’ personnel and in such a manner as to maintain confidentiality and not to unreasonably interfere with the normal operations of the businesses of the Sellers Seller Parties and their Affiliates, and (2ii) the Sellers Seller Parties will not be required to provide to the Purchaser access to or copies of any Tax 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 except as otherwise provided hereinavailable to Purchaser, Seller and its Subsidiaries may redact any portions thereof to the extent such portions do not relate in any way to the Business.