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

Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause IP Seller and the Acquired Companies (and to the extent related to the Business, its other Affiliates) to, permit Purchaser and the Financing Sources to have reasonable access, upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller and its Affiliates and in accordance with the reasonable procedures established in good faith by Seller, to the books, assets, properties, Contracts and records of the Acquired Companies and the Business; provided, however, that the foregoing shall not: (1) require Seller or its Affiliates (including IP Seller and the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure would contravene any Legal Requirement (including those relating to data protection or privacy) or Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller shall use commercially reasonable efforts to allow for access to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or its and their Representatives with (A) any Consolidated Return (or copy thereof), (B) information relating to businesses of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) 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 Seller or its Affiliates (including the Acquired Companies), or that is not otherwise prepared in the ordinary course of operating the Business. Any information disclosed under this Section 6.2(a) will be subject to the provisions of Section 6.5. (b) Until the earlier of the Closing and the termination of this Agreement pursuant to its terms, Purchaser shall not, and shall cause its Affiliates and its and their respective Representatives not to, communicate with any of the officers, directors, employees, customers or landlords of, or suppliers to, the Business, the Acquired Entities or their Affiliates (including the Acquired Companies), to the extent such communications are related to the Business or the Acquired Companies, without the prior written consent of Seller (which consent may not be unreasonably withheld, conditioned or delayed); provided that nothing in this Section 6.2 shall prohibit Purchaser, its Affiliates and its and their respective Representatives from communicating with (i) such Persons in the ordinary course of their respective business unrelated to this Agreement, the Transactions, the Acquired Companies or the Business in connection with ongoing commercial relationships or (ii) Business Employees at such a time and in such a manner as mutually agreed by the parties in advance in connection with post-Closing matters relating to such Business Employees’ employment.

Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller The Main Sellers shall, and shall cause IP Seller and the Acquired Companies Other Sellers (and to other than the extent related to the Business, its other AffiliatesEMEA Debtors or EMEA Sellers) to, permit (i) give the Purchaser and the Financing Sources to have reasonable accessits authorized representatives, upon reasonable prior noticeadvance notice and during regular business hours, during normal business hours in a manner so as not reasonable access to interfere with the normal business operations of Seller and its Affiliates and in accordance with the reasonable procedures established in good faith by Seller, to the (x) all books, assetsrecords, propertiespersonnel, Contracts officers and records other facilities and properties of the Acquired Companies Business 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 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) cause the officers of the Sellers to furnish the Purchaser with such financial, business and operating data and other information with respect to the Acquired 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 headcount of the Business since the previous fiscal quarter; provided, however, that (A) any such access shall be conducted at the foregoing 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) except pursuant to Section 7.1.1 and Section 5.6(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 the Sellers products or services, such information shall not: 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. (1b) require Seller 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 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 (including IP Seller and ii) more generally, any information if, in the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that opinion of the Sellers, making such access or disclosure information available would contravene any Legal Requirement (including those relating to data protection or privacyA) or Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller shall use commercially reasonable efforts to allow for access to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or its and their Representatives with (A) any Consolidated Return (or copy thereof), (B) information relating to businesses of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial attorney-client or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) 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 legal privilege or (B) financial cause the Sellers to be found in contravention of any applicable Law, or operating data 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 outside counsel), in order to facilitate the Purchaser’s entry into new supply arrangements effective as of the Closing, upon request 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 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 that has not previously been prepared by Seller the sharing of which Sellers or its Affiliates (including the Acquired Companiestheir representatives reasonably determine may violate applicable Law), reasonably promptly following the date of such request (or that is not otherwise prepared in the ordinary course event that such Contract is subject to confidentiality restrictions promptly following the receipt of operating any required consent which the BusinessSellers will cooperate with the Purchaser to obtain as promptly as practicable). So long as the Purchaser is the Successful Bidder, the Sellers shall provide any competitively sensitive information redacted 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, Canadian Approval and Vesting Order and the receipt of Antitrust Approvals; provided, that access to Bundled Contracts shall be limited to unredacted copies of any portion of any Bundled Contract that relates to the Business including any portion that relates to the Business and other businesses of the Sellers. Any information disclosed under access to Contracts pursuant to this Section 6.2(a5.6(c) will shall be subject to the provisions available resources of Section 6.5the Sellers and availability of the Contracts and shall not interfere with the normal operations of the business of the Sellers. Any such disclosure 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 Purchaser and who have executed the applicable addendums to the Clean Team Confidentiality Agreement; 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. (bd) Until Following the earlier later of the Closing entry of the U.S. Sale Order, the Canadian Approval and Vesting Order and the termination receipt of this Agreement pursuant to its termsAntitrust Approvals, the Sellers and the Purchaser shall not, cooperate (consistent with applicable Laws and shall cause its Affiliates and its and their respective Representatives not to, communicate any confidentiality restrictions requiring consent of Third Parties) in developing a strategy with any respect to transitioning customers of the officersBusiness to the Purchaser, directors, employees, including a plan for the engagement of customers or landlords of, or suppliers toof the Business by the Purchaser. Commencing reasonably in advance of the expected Closing Date, the BusinessSellers 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 respect of the Canadian Debtors, the Acquired Entities or their Affiliates (including Canadian Approval and Vesting Order, the Acquired Companies), Sellers will provide the following additional information with respect to each of the extent such communications are related to Employees whose information was provided in Section 4.11(b) of the Business or the Acquired Companies, without the prior written consent of Seller (which consent may not be unreasonably withheld, conditioned or delayed); provided that nothing in this Section 6.2 shall prohibit Purchaser, its Affiliates and its and their respective Representatives from communicating with Sellers Disclosure Schedule: (i) such Persons in the ordinary course of their respective business unrelated to this Agreement, the Transactions, the Acquired Companies or the Business in connection with ongoing commercial relationships or full name and (ii) work e-mail address. Following the expiration of the Offer Consideration Period, provided, that the Purchaser provides the Sellers with proof that an Employee has consented in the Offer to its release and, if applicable, transfer across geographical boundaries, the Sellers will provide the Purchaser with the following additional information with respect to such Employees as permitted under applicable Law and within five (5) Business Employees at such a time and in such a manner as mutually agreed Days following the receipt by the parties in advance in connection Sellers of such proof: the HR SAP data elements (excluding data related to protected status under applicable Law) with post-respect to each such Employee, including payroll information where applicable from vendors, with such data elements to be updated by the Sellers ten (10) Business Days prior to the Closing matters relating Date. Following the completion of the Auction, and upon the Purchaser being named the Successful Bidder, upon the Purchaser’s reasonable request, the Sellers promptly will provide the Purchaser’s benefit service provider with census data with respect to such Business Employees’ employmentgender, birthday, salary and zip code (if applicable) of the Employees (without individually identifying any Employee and excluding any Employee unique identifier) for the sole purpose of calculating projected employee benefit costs and on the condition that census data is not disclosed to the Purchaser or any other Person.

Pre-Closing Access to Information. (a) Until From the earlier of Effective Date until the Closing, the Company will, and Seller will cause the Company to, (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause IP Seller and the Acquired Companies (and to the extent related to the Business, its other Affiliates) to, permit give Purchaser and the Financing Sources to have its authorized Representatives reasonable access, upon reasonable prior notice, access during normal business hours in a manner so as not to interfere with the normal business operations of Seller and its Affiliates and in accordance with the upon reasonable procedures established in good faith by Seller, notice to the bookspersonnel, assets, properties, Contracts books and records of the Acquired Companies Company and the Business for the purpose of consummating the Transactions (including for purposes of obtaining insurance for the Business), (ii) furnish to Purchaser and its authorized Representatives such financial and operating data and other information relating to the Company and the Business as Purchaser may reasonably request for the purpose of consummating the Transactions (including for purposes of obtaining insurance for the Business) and (iii) subject to ‎Section 5.02(b), instruct the Employees, counsel and financial advisors of the Company to cooperate with Purchaser in its reasonable investigations of the Company for the purpose of consummating the Transactions (including for purposes of obtaining insurance with respect to the Business); provided, however, that the foregoing shall not: (1x) require Seller or its Affiliates (including IP Seller all requests for access pursuant to this ‎Section 5.02 will be made in writing and the Acquired Companies) will be directed to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure would contravene any Legal Requirement (including those relating to data protection or privacy) or Contractand coordinated with Xxxx Xxxxxxx, Senior Vice President, Mergers and Acquisitions, or would result in such Person or Persons as he designates; (y) Purchaser and its Representatives will not have the waiver of right to perform any legal privilege investigative procedures that are reasonably expected to involve physical disturbance or work-product protection; provided that Seller shall use commercially reasonable efforts to allow for access damage to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3) require Seller Real Property or any of its Affiliates to provide Purchaser, its Affiliates or its the assets of the Company; and their Representatives with (Az) such access will not include any Consolidated Return (or copy thereof), (B) information relating to businesses sampling of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereofenvironmental media, including projectionssoil, financial surface water, groundwater, indoor air, ambient air or other building materials. All such information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) 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 Seller or its Affiliates (including the Acquired Companies), or that is not otherwise prepared in the ordinary course of operating the Business. Any information disclosed under this Section 6.2(a) and access will be subject to the provisions terms and conditions of Section 6.5the 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 information pursuant to this ‎Section 5.02, Seller shall notify Purchaser of such costs prior to incurring such expense and Purchaser will reimburse Seller for the reasonable out-of-pocket costs thereof promptly following submission to Purchaser of an invoice therefor accompanied by reasonable supporting documentation. (b) Until From the earlier of Effective Date until the Closing and the termination of this Agreement pursuant to its termsClosing, Purchaser shall not, will not (and shall cause will direct all of its Affiliates and its and their respective Representatives not to, to not) contact or communicate with any the employees, consultants, customers, suppliers and distributors of the officersCompany in connection with the Transactions without Seller’s prior written consent; provided that, directors, employees, customers or landlords of, or suppliers to, the Business, the Acquired Entities or their Affiliates (including the Acquired Companies), i) to the extent such communications are related to interactions involve the Transactions and the continued operation of the Business or following the Acquired CompaniesClosing, Purchaser may contact the senior management team of the Business, in each case, without the prior written consent of Seller and (which consent may not be unreasonably withheldii) following any public release or announcement concerning the Transactions, conditioned or delayed); provided that nothing Seller shall, and shall cause its Affiliates to, reasonably cooperate with Purchaser to facilitate discussions between Purchaser and the suppliers of the Business to the extent such discussions involve the continued operation of the Business following the Closing. (c) Notwithstanding anything to the contrary in this Section 6.2 shall prohibit PurchaserAgreement, neither Seller nor its Affiliates and will be required to disclose to Purchaser or its and their respective Representatives from communicating with any information (i) such Persons in related solely to the ordinary course sale process of the Company or Seller’s, its Affiliates’, or their respective business unrelated to this AgreementRepresentatives’ evaluation thereof, the Transactions, the Acquired Companies or the Business in connection with ongoing commercial relationships or (ii) Business Employees at 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 time 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 in such a manner as mutually agreed by the parties in advance in connection with post-Closing matters relating its representatives to enter into appropriate confidentiality, joint defense or similar agreements or arrangements so that Purchaser and its representatives may have access to such Business Employees’ employmentinformation.

Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller shall, and shall cause IP Seller and the Acquired Companies (and to the extent related to the Business, its other Affiliates) to, permit each Purchaser and the Financing Sources to have reasonable access, upon reasonable prior notice, during normal business hours in a manner so as not to interfere with the normal business operations of Seller and its Controlled Affiliates and in accordance with the reasonable procedures established in good faith by Seller, to the books, assetspremises, properties, Contracts members of the leadership team of the Business (including any personnel that report directly to the leadership team with permission of the leadership team), employees that have received long term incentive awards and/or retention agreements, books, records (including Tax records), contracts and records of documents of, or solely to the extent pertaining to, the Acquired Companies or relating to the Business and solely for the Businesspurpose of facilitating the consummation of the Transactions or to prepare for the separation of the Businesses from Seller and one another, including in anticipation of the transactions contemplated by the Transition Services Agreement pursuant to Section 6.5(b) hereto; provided, however, that the foregoing shall not: not (1i) require Seller or its Affiliates (including IP Seller and the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that such access or disclosure would would, upon the advice of counsel, contravene any Legal Requirement (including those relating to data protection or privacy) or the terms of any Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller shall use commercially will cooperate with Purchaser in seeking and using reasonable best efforts to secure any consent or waiver or other arrangement to allow for access to the extent disclosure of such information in a manner that doing so does would not result in the loss of any such protectioncontravention or waiver, (2ii) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3iii) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or Affiliates, its and their Representatives or other representatives with (A) any Consolidated Tax Return filed by Seller or any of its Affiliates (other than the Acquired Companies) or copy thereof)predecessors, or any related material or (B) information relating to businesses of Seller or any of its Affiliates other than the Business Business, or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5iv) 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) except as required by Section 6.10 hereof, financial or operating data or other information that has not previously been prepared by Seller or its Affiliates (including the Acquired Companies), or that is not otherwise prepared in the ordinary course of operating the Business. Any information disclosed under this Section 6.2(a) will be subject to the provisions of Section 6.5the applicable Confidentiality Agreement. (b) Until the earlier of the Closing Each Purchaser and the termination of this Agreement pursuant to its terms, Purchaser shall not, and shall cause its Controlled Affiliates and its and their respective Representatives representatives shall not to, communicate with any of the officers, directors, employees, employees (other than such Persons in accordance with Section 6.2(a)) or customers or landlords of, or suppliers to, the Business, the Acquired Entities or their Affiliates (including the Acquired Companies), to the extent such communications are related to the Business or the Acquired Companies, Companies without the prior written consent of Seller. (c) If so requested by Seller, each Purchaser will enter into a customary joint defense agreement or common interest agreement with Seller (or any of its Controlled Affiliates with respect to any information provided to such Purchaser, or to which consent may not be unreasonably withheldsuch Purchaser gains access, conditioned or delayed); provided that nothing in pursuant to this Section 6.2 shall prohibit Purchaser, its Affiliates and its and their respective Representatives from communicating with (i) such Persons in the ordinary course of their respective business unrelated to this Agreement, the Transactions, the Acquired Companies or the Business in connection with ongoing commercial relationships or (ii) Business Employees at such a time and in such a manner as mutually agreed by the parties in advance in connection with post-Closing matters relating to such Business Employees’ employment6.2.

Pre-Closing Access to Information. (a) Until the earlier of (i) the Closing and (ii) the termination of this Agreement pursuant to its terms, Seller The Main Sellers shall, and shall cause IP Seller and the Acquired Companies Other Sellers (and to other than the extent related to the Business, its other AffiliatesEMEA Debtors or EMEA Sellers) to, permit (i) give the Purchaser and the Financing Sources to have reasonable accessits authorized representatives, upon reasonable prior noticeadvance notice and during regular business hours, during normal business hours in a manner so as not reasonable access to interfere with the normal business operations of Seller and its Affiliates and in accordance with the reasonable procedures established in good faith by Seller, to the (x) all books, assetsrecords, propertiespersonnel, Contracts officers and records other facilities and properties of the Acquired Companies Business 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 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) cause the officers of the Sellers to furnish the Purchaser with such financial, business and operating data and other information with respect to the Acquired 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 headcount of the Business since the previous fiscal quarter; provided, however, that (A) any such access shall be conducted at the foregoing 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) except pursuant to Section 7.1. 1 and Section 5.6(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 the Sellers products or services, such information shall not: 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. (1b) require Seller 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 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 (including IP Seller and ii) more generally, any information if, in the Acquired Companies) to provide access or to disclose information where Seller reasonably believes in good faith that opinion of the Sellers, making such access or disclosure information available would contravene any Legal Requirement (including those relating to data protection or privacyA) or Contract, or would result in the waiver of any legal privilege or work-product protection; provided that Seller shall use commercially reasonable efforts to allow for access to the extent that doing so does not result in the loss of any such protection, (2) include any invasive investigations, sampling or testing whatsoever for or regarding any environmental matters, which may be granted or withheld in Seller’s sole and absolute discretion, (3) require Seller or any of its Affiliates to provide Purchaser, its Affiliates or its and their Representatives with (A) any Consolidated Return (or copy thereof), (B) information relating to businesses of Seller or any of its Affiliates other than the Business or (C) information relating to individual performance or evaluations or medical histories, (4) require Seller or its Affiliates to provide Purchaser or its Representatives with any information related to the Transactions or Seller’s or its Representatives’ evaluation thereof, including projections, financial attorney-client or other information related thereto other than projections, financial or other information prepared in the ordinary course of the Business without being primarily prepared for the Transactions or (5) require Seller to provide (A) 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 legal privilege or (B) financial cause the Sellers to be found in contravention of any applicable Law, or operating data 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 outside counsel), in order to facilitate the Purchaser’s entry into new supply arrangements effective as of the Closing, upon request 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 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 that has not previously been prepared by Seller the sharing of which Sellers or its Affiliates (including the Acquired Companiestheir representatives reasonably determine may violate applicable Law), reasonably promptly following the date of such request (or that is not otherwise prepared in the ordinary course event that such Contract is subject to confidentiality restrictions promptly following the receipt of operating any required consent which the BusinessSellers will cooperate with the Purchaser to obtain as promptly as practicable). So long as the Purchaser is the Successful Bidder, the Sellers shall provide any competitively sensitive information redacted 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, Canadian Approval and Vesting Order and the receipt of Antitrust Approvals; provided, that access to Bundled Contracts shall be limited to unredacted copies of any portion of any Bundled Contract that relates to the Business including any portion that relates to the Business and other businesses of the Sellers. Any information disclosed under access to Contracts pursuant to this Section 6.2(a5.6(c) will shall be subject to the provisions available resources of Section 6.5the Sellers and availability of the Contracts and shall not interfere with the normal operations of the business of the Sellers. Any such disclosure 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 Purchaser and who have executed the applicable addendums to the Clean Team Confidentiality Agreement; 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. (bd) Until Following the earlier later of the Closing entry of the U.S. Sale Order, the Canadian Approval and Vesting Order and the termination receipt of this Agreement pursuant to its termsAntitrust Approvals, the Sellers and the Purchaser shall not, cooperate (consistent with applicable Laws and shall cause its Affiliates and its and their respective Representatives not to, communicate any confidentiality restrictions requiring consent of Third Parties) in developing a strategy with any respect to transitioning customers of the officersBusiness to the Purchaser, directors, employees, including a plan for the engagement of customers or landlords of, or suppliers toof the Business by the Purchaser. Commencing reasonably in advance of the expected Closing Date, the BusinessSellers 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 respect of the Canadian Debtors, the Acquired Entities or their Affiliates (including Canadian Approval and Vesting Order, the Acquired Companies), Sellers will provide the following additional information with respect to each of the extent such communications are related to Employees whose information was provided in Section 4.11(b) of the Business or the Acquired Companies, without the prior written consent of Seller (which consent may not be unreasonably withheld, conditioned or delayed); provided that nothing in this Section 6.2 shall prohibit Purchaser, its Affiliates and its and their respective Representatives from communicating with Sellers Disclosure Schedule: (i) such Persons in the ordinary course of their respective business unrelated to this Agreement, the Transactions, the Acquired Companies or the Business in connection with ongoing commercial relationships or full name and (ii) work e-mail address. Following the expiration of the Offer Consideration Period, provided, that the Purchaser provides the Sellers with proof that an Employee has consented in the Offer to its release and, if applicable, transfer across geographical boundaries, the Sellers will provide the Purchaser with the following additional information with respect to such Employees as permitted under applicable Law and within five (5) Business Employees at such a time and in such a manner as mutually agreed Days following the receipt by the parties in advance in connection Sellers of such proof: the HR SAP data elements (excluding data related to protected status under applicable Law) with post-respect to each such Employee, including payroll information where applicable from vendors, with such data elements to be updated by the Sellers ten (10) Business Days prior to the Closing matters relating Date. Following the completion of the Auction, and upon the Purchaser being named the Successful Bidder, upon the Purchaser’s reasonable request, the Sellers promptly will provide the Purchaser’s benefit service provider with census data with respect to such Business Employees’ employmentgender, birthday, salary and zip code (if applicable) of the Employees (without individually identifying any Employee and excluding any Employee unique identifier) for the sole purpose of calculating projected employee benefit costs and on the condition that census data is not disclosed to the Purchaser or any other Person.