Common use of Records and Access Clause in Contracts

Records and Access. (a) During the period from the date of this Agreement to the Closing, the Company shall, and shall cause its Subsidiaries to: (i) permit the Buyer and its authorized Representatives to (x) have reasonable access, during regular business hours upon reasonable prior notice, to the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities as the Buyer may reasonably request; provided, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, and (y) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller or the personnel of the Acquired Entities and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities or their Affiliates and shall not require the Seller or the Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 to the contrary, (i) the auditors and accountants of the Company shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (ii) nothing in this Agreement shall require that the Seller or the Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable Law. (b) All information provided or obtained under this Section 5.1 shall be held by the Buyer or the Seller, as applicable, in accordance with and subject to the applicable confidentiality and use terms of the Confidentiality Agreement, dated as of October 3, 2018 among Seller, the Company and Buyer (the “Confidentiality Agreement”), and the Buyer and the Seller hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Acquired Business that is provided to the Buyer, the Seller or their respective Affiliates, as the case may be, or any of their respective Representatives pursuant to this Agreement; provided, however, that after the Closing, Buyer and its Affiliates, including the Acquired Entities, may use or disclose any confidential information owned by the Acquired Entities or otherwise reasonably related to Acquired Business.

Records and Access. (a) During Prior to the period from Closing but after the date of execution of this Agreement to the ClosingAgreement, the Company Seller shall, and shall cause its Subsidiaries each Company to: , (i) permit the Buyer and its authorized Representatives to (xA) have reasonable access, during regular business hours upon reasonable prior notice, to the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities such Company as the Buyer may reasonably request; provided, however, that the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive or invasive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entitiessuch Company, without the prior written consent of the Seller, and (yB) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities such Company as the Buyer may from time to time reasonably request; provided, however, that (x) any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller or the personnel of the Acquired Entities such Company and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities such Company or their Affiliates and shall not require the Seller or the such Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligationobligation or applicable Law and (y) to protect against allegations of anticompetitive information exchange or conduct during the period prior to the Closing, the Parties shall take commercially reasonable steps, at the direction of counsel, to ensure that materials that are competitively sensitive are disclosed only to consultants or personnel of the Buyer and its Representatives that need to know the information for the transactions contemplated by this Agreement and that have agreed to protocols to safeguard such information from broader disclosure. (b) From and after the Closing, the Buyer will (i) give the Seller and its authorized Representatives reasonable access, during regular business hours upon reasonable prior notice, to all books, records, personnel, accountants, offices and other facilities and properties of or relating to the Companies and their Subsidiaries as the Seller may reasonably request, (ii) permit the Seller to make such copies and inspections thereof as the Seller may reasonably request, and (iii) furnish the Seller with such financial and operating data and other information with respect to the Companies and their Subsidiaries as the Seller may from time to time reasonably request, in each case (A) to comply with requirements imposed on the Seller or its respective Affiliates by a Governmental Authority (including, for the avoidance of doubt, requirements imposed by a national securities exchange or national securities quotation system) having jurisdiction over the Seller or its respective Affiliates, (B) for use in any Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (C) to comply with the obligations of the Seller under the Transaction Documents; provided, however, that Seller shall advise in the event that the Buyer determines that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materialsprovision of access or information could violate any applicable Law or Material Agreement, whether by redacting parts of or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such materials obligations in a manner that avoids any such harm or otherwise, so that disclosure would not violate such confidentiality obligationsconsequence. Notwithstanding anything in this Section 5.1 herein to the contrary, (i) the auditors and accountants of the Company shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers the Ordinary Course of Business or as disclosed in form and substance reasonably acceptable to such auditors or accountants, and (ii) nothing in this Agreement shall require that the Seller or the Company disclose writing to the Buyer prior to the execution of this Agreement, from and after the date hereof, the Seller shall not undertake any information (such as pricing data) that is prohibited from disclosure by applicable Lawenvironmental investigation, including any sampling, testing or other intrusive or invasive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Companies, without the prior written consent of the Buyer. (bc) All information provided or obtained under this Section 5.1 6.1 shall be held by the Buyer or the Seller, as applicable, in accordance with and subject to the applicable confidentiality and use terms of the Confidentiality Agreement, dated as of October 3August 1, 2018 among Seller2017, the Company by and Buyer between American Midstream Partners, LP and Delek US Holdings, Inc. (the “Confidentiality Agreement”), and the Buyer and the Seller hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Acquired Business that is provided to the Buyer, the Seller or their respective Affiliates, as the case may be, or any of their respective Representatives pursuant to this Agreement; provided, however, that after the Closing, Buyer and its Affiliates, including the Acquired Entities, may use or disclose any confidential information owned by the Acquired Entities or otherwise reasonably related to Acquired Businessextent applicable.

Records and Access. (a) During Prior to the period from Closing but after the date of execution of this Agreement to the ClosingAgreement, the Company Seller shall, and shall cause the Company and its Subsidiaries to: , (i) permit the Buyer and its authorized Representatives to (xA) have reasonable access, during regular business hours upon reasonable prior notice, to the Company Employees and the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities Company and its Subsidiaries as the Buyer may reasonably request; provided, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired EntitiesCompany and its Subsidiaries, without the prior written consent of the Seller, and (yB) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities Company and its Subsidiaries as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller or the personnel of the Acquired Entities Company and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities Company and its Subsidiaries or their Affiliates and shall not require the Seller or the Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 6.1 to the contrary, (ix) the auditors and accountants of the Company and its Subsidiaries shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (iiy) nothing in this Agreement shall require that the Seller or the Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable LawLaw or that relates to Tax Returns and supporting work papers of the Seller or its Affiliates (other than the Company and its Subsidiaries). (b) All From and after the Closing, the Buyer will (i) provide Seller and its authorized Representatives reasonable access upon reasonable advance notice to all personnel and accountants of the Company and its Subsidiaries and copies of all books and records and financial and operating data and other information relating to periods occurring prior to Closing with respect to the Company and its Subsidiaries as the Seller may from time to time reasonably request, in each case (A) to comply with requirements imposed on the Seller or its respective Affiliates by a Governmental Authority (including, for the avoidance of doubt, requirements imposed by a national securities exchange or national securities quotation system) having jurisdiction over the Seller or its respective Affiliates, (B) for use in any Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (C) to comply with the obligations of the Seller under the Transaction Documents; provided, however, that in the event that the Buyer determines that any such provision of access or information could violate any applicable Law or any agreement to which the Company or its Subsidiaries is bound, or waive any attorney-client privilege, the Parties shall take commercially reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (c) Subject to Section 6.18, all information provided or obtained under this Section 5.1 6.1 shall be held by the Buyer or the Seller, as applicable, in accordance with and subject to the applicable confidentiality and use terms of the Confidentiality Agreement, dated as of October 3March 27, 2018 among Seller2017 between American Midstream Partners, the Company LP and Buyer SHV Energy N.V. (the “Confidentiality Agreement”), and the Buyer and the Seller hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Acquired Business Company and its Subsidiaries that is provided to the Buyer, the Seller or their respective Affiliates, as the case may be, or any of their respective Representatives pursuant to this Agreement; provided, however, that after the Closing, Buyer and its Affiliates, including the Acquired Entities, may use or disclose any confidential information owned by the Acquired Entities or otherwise reasonably related to Acquired Business.

Records and Access. (a) During Prior to the period from Closing but after the date of execution of this Agreement to the ClosingAgreement, the Company each Seller shall, and shall cause its Subsidiaries each Company owned by such Seller to: , (i) permit the Buyer and its authorized Representatives to (xA) have reasonable access, during regular business hours upon reasonable prior notice, to the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities such Company as the Buyer may reasonably request; provided, however, that the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive or invasive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entitiessuch Company, without the prior written consent of the such Seller, and (yB) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities such Company as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the such Seller or the personnel of the Acquired Entities such Company and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities such Company or their Affiliates and shall not require the such Seller or the such Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 6.1 to the contrary, (ix) the auditors and accountants of the Company Companies shall not be obliged obligated to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (iiy) nothing in this Agreement shall require that the any Seller or the a Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable LawLaw or that any Seller reasonably believes could, in the Buyer’s possession, have a Seller Material Adverse Effect if the Closing does not occur or that relates to Tax Returns and supporting work papers of such Seller or its Affiliates (other than the Companies). (b) For a period of three years after the Closing (or for a longer period if required by applicable Law), the Buyer will (i) provide the Sellers and their Representatives reasonable access to all books, records, personnel, accountants, offices and other facilities and properties of or relating to the Companies previously owned by such Seller and their Subsidiaries, (ii) permit the Sellers to make such copies and inspections thereof as the Sellers may reasonably request, and (iii) furnish the Sellers with such financial and operating data and other information with respect to the Companies previously owned by the Sellers and their Subsidiaries as the Sellers may from time to time reasonably request, in each case (A) to comply with audit, accounting, regulatory or other similar requirements imposed on the Sellers or their respective Affiliates by a Governmental Authority (including, for the avoidance of doubt, requirements imposed by a national securities exchange or national securities quotation system) having jurisdiction over the Sellers or its respective Affiliates, (B) for use in any Proceeding related to their former ownership of the Acquired Business, or (C) to comply with the obligations of the Sellers under the Transaction Documents; provided, however, that in the event that any such provision of access or information could violate any applicable Law or Material Agreement, or waive any attorney-client privilege, the Buyer shall not be required to provide such access or information. (c) All information provided or obtained under this Section 5.1 6.1 shall be held by the Buyer or the SellerSellers, as applicable, in accordance with and subject to the applicable confidentiality and use terms of the Confidentiality Agreement, dated as of October 3February 13, 2018 among Seller2018, the Company by and Buyer between American Midstream Partners, LP and IIF Acquisitions LLC (the “Confidentiality Agreement”), and the Buyer and the Seller Sellers hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Acquired Business Companies and their Subsidiaries that is are provided to the Buyer, the Seller Sellers or their respective Affiliates, as the case may be, or any of their respective Representatives pursuant to this Agreement; provided, however, that after the Closing, Buyer and its Affiliates, including the Acquired Entities, may use or disclose any confidential information owned by the Acquired Entities or otherwise reasonably related to Acquired Business.

Records and Access. (a) During the period from the date of this Agreement to From and after the Closing, the Company shall, and shall cause its Subsidiaries to: Buyer will (i) permit the Buyer give Selling Parties and its their authorized Representatives to (x) have reasonable access, during regular normal business hours and upon reasonable prior notice, to the all books, records, personnel, accountants, offices and other facilities and properties of or relating to the Acquired Entities as the Buyer may reasonably request; providedCompany and Amtran, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, and (yii) permit Selling Parties to make such copies and inspections thereof as the Buyer Selling Parties may reasonably request, and (iiiii) furnish the Buyer Selling Parties with such financial and operating data and other information with respect to the Acquired Entities Company and Amtran as the Buyer Selling Parties may from time to time reasonably request, in each case (A) to comply with requirements imposed on Selling Parties or their Affiliates by a Governmental Authority having jurisdiction over Selling Parties or their Affiliates, (B) for use in any Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (C) to comply with the obligations of Selling Parties under the Transaction Documents; provided, however, that Selling Parties and their Representatives will agree in advance to a customary confidentiality agreement with respect to such information; provided further, that in the event that Buyer determines that any such provision of access shall be conducted at the Buyer’s risk and expenseor information could violate any Applicable Law or Contract, at a reasonable time, under the supervision of the Seller or the personnel of the Acquired Entities and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities or their Affiliates and shall not require the Seller or the Company Buyer to waive any applicable privilege (including attorney-client privilege or is otherwise subject to applicable confidentiality restrictions or other privilege) nor , the Parties shall take all reasonable measures to violate any contractual confidentiality obligation; provided, however, permit the compliance with such obligations in a manner that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of avoids any such materials, whether by redacting parts of such materials harm or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 to the contrary, (i) the auditors and accountants of the Company shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (ii) nothing in this Agreement shall require that the Seller or the Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable Lawconsequence. (b) All information provided or obtained under Notwithstanding anything to the contrary contained in this Section 5.1 shall be held by the Buyer or the Seller, as applicableAgreement, in accordance with the event of any dispute or threatened dispute between any Seller and subject to the applicable confidentiality and use terms of the Confidentiality Agreement, dated as of October 3, 2018 among Seller, the Company and Buyer (the “Confidentiality Agreement”), and the Buyer and the Seller hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Acquired Business that is provided to the Buyer, the Seller or their respective Affiliates, as employees, agents, partners, representatives, successors and permitted assigns, on the case may beone hand, and Buyer Indemnitees, on the other hand, relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby, the covenants contained in this Section 6.1 shall not apply thereto (including for discovery purposes) and shall not be considered a waiver by any party of any right to assert the attorney-client privilege or any similar privilege. (c) Each Seller agrees not to disclose or use at any time (and shall cause each of its Affiliates not to use or disclose at any time) any Confidential Information. Each Seller further agrees to take all commercially reasonable steps (and to cause each of its Affiliates to take all commercially reasonable steps) but, in each case, to exercise no less than a reasonable standard of care, to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In the event a Seller or any of their respective Representatives pursuant Affiliates is required by Law to this Agreement; provided, however, that after the Closing, Buyer and its Affiliates, including the Acquired Entities, may use or disclose any confidential Confidential Information, such Seller shall promptly notify Buyer in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Seller shall cooperate with Buyer to preserve the confidentiality of such information owned by the Acquired Entities or otherwise reasonably related to Acquired Businessconsistent with Applicable Law.

Records and Access. (a) During the period from the date of this Agreement to From and after the Closing, the Company shall, and shall cause its Subsidiaries to: Buyer will (i) permit the Buyer give Seller and its authorized Representatives to (x) have reasonable access, during regular normal business hours and upon reasonable prior notice, to the all books, records, personnel, accountants, offices and other facilities and properties of or relating to the Acquired Entities as the Buyer may reasonably request; providedCompany and Amtran, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, and (yii) permit Seller to make such copies and inspections thereof as the Buyer Seller may reasonably request, and (iiiii) furnish the Buyer Seller with such financial and operating data and other information with respect to the Acquired Entities Company and Amtran as the Buyer Seller may from time to time reasonably request; provided, howeverin each case (A) to comply with requirements imposed on Seller or its Affiliates by a Governmental Authority having jurisdiction over Seller or its Affiliates, that (B) for use in any such access shall be conducted at Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (C) to comply with the Buyer’s risk and expense, at a reasonable time, obligations of Seller under the supervision of the Seller or the personnel of the Acquired Entities and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities or their Affiliates and shall not require the Seller or the Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligationTransaction Documents; provided, however, that Seller shall advise and its Representatives will agree in advance to a customary confidentiality agreement with respect to such information; provided further, that in the event that Buyer determines that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materialsprovision of access or information could violate any Applicable Law or Contract, whether by redacting parts of such materials or otherwiserequire Buyer to waive any attorney-client privilege or is otherwise subject to applicable confidentiality restrictions or other privilege, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 the Parties shall take all reasonable measures to permit the contrary, (i) the auditors and accountants of the Company shall not be obliged to make any work papers available to any Person except in accordance compliance with such auditors’ and accountants’ normal disclosure procedures and then only after obligations in a manner that avoids any such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors harm or accountants, and (ii) nothing in this Agreement shall require that the Seller or the Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable Lawconsequence. (b) All information Notwithstanding anything to the contrary contained in this Agreement (except as otherwise provided or obtained under this in Section 5.1 shall be held by the Buyer or the Seller, as applicable8.15), in accordance with the event of any dispute or threatened dispute between any Selling Party and subject to the applicable confidentiality and use terms of the Confidentiality Agreement, dated as of October 3, 2018 among Seller, the Company and Buyer (the “Confidentiality Agreement”), and the Buyer and the Seller hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Acquired Business that is provided to the Buyer, the Seller or their respective Affiliates, as employees, agents, partners, representatives, successors and permitted assigns, on the case may beone hand, and Buyer Indemnitees, on the other hand, relating to this Agreement, the other Transaction Documents or the transactions contemplated hereby and thereby, the covenants contained in this Section 6.1 shall not apply thereto (including for discovery purposes) and shall not be considered a waiver by any party of any right to assert the attorney-client privilege or any similar privilege. (c) Each Selling Party agrees not to disclose or use at any time (and shall cause each of its Affiliates not to use or disclose at any time) any Confidential Information. Seller and each Owner further agrees to take all commercially reasonable steps (and to cause each of its Affiliates to take all commercially reasonable steps) but, in each case, to exercise no less than a reasonable standard of care, to safeguard such Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. In the event a Selling Party or any of their respective Representatives pursuant Affiliates is required by Law to this Agreement; provided, however, that after the Closing, Buyer and its Affiliates, including the Acquired Entities, may use or disclose any confidential Confidential Information, such Selling Party shall promptly notify Buyer in writing, which notification shall include the nature of the legal requirement and the extent of the required disclosure, and such Selling Party shall cooperate with Buyer to preserve the confidentiality of such information owned by the Acquired Entities or otherwise reasonably related to Acquired Businessconsistent with Applicable Law.

Records and Access. (a) During the period from the date of this Agreement to the Closing, the Seller and Company shall, and shall cause its their Subsidiaries to: (i) permit the Buyer and its authorized Representatives to (x) have reasonable access, during regular business hours upon reasonable prior notice, to the books, records, personnel, accountants, offices and other facilities and properties of the Acquired Entities as the Buyer may reasonably request; provided, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, Seller and (y) make such copies and inspections thereof as the Buyer may reasonably request, and (ii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities as the Buyer may from time to time reasonably request; provided, however, that any such access shall be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller or the personnel of the Acquired Entities Company and in such a manner as not to interfere unreasonably with the operation of the businesses of the Acquired Entities or their Affiliates and shall not require the Seller or the Company to waive any applicable privilege (including attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligations. Notwithstanding anything in this Section 5.1 to the contrary, (i) the auditors and accountants of the Company shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants, and (ii) nothing in this Agreement shall require that the Seller or the Company disclose to the Buyer any information (such as pricing data) that is prohibited from disclosure by applicable LawLaw or that the Seller reasonably believes could, in Buyer’s possession, have a Seller Material Adverse Effect if the Closing does not occur. (b) From and after the Closing, the Buyer will (i) give the Seller and its authorized Representatives reasonable access to all books, records, personnel, accountants, offices and other facilities and properties of or relating to the Acquired Entities, (ii) permit the Seller to make such copies and inspections thereof as the Seller may reasonably request, and (iii) furnish the Seller with such financial and operating data and other information with respect to the Acquired Entities as the Seller may from time to time reasonably request, in each case (A) to comply with requirements imposed on the Seller or its respective Affiliates by a Governmental Authority having jurisdiction over the Seller or its respective Affiliates, (B) for use in any Proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements or (C) to comply with the obligations of the Seller under the Transaction Documents; provided, however, that in the event that the Buyer determines that any such provision of access or information could violate any Law or Material Agreement, or waive any attorney-client privilege, the Parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence. (c) All information provided or obtained under this Section 5.1 shall be held by the Buyer or the Seller, as applicable, in accordance with and subject to the applicable confidentiality and use terms of the Confidentiality Agreement, dated as of October 3August 17, 2018 among Seller, 2017 between the Company and the Buyer Parent (the “Confidentiality Agreement”), and the Buyer and the Seller hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and other information relating to the Acquired Business Entities that is provided to the Buyer, the Seller or their respective Affiliates, as the case may be, or any of their respective Representatives pursuant to this Agreement; provided, however, that after . The term of the Closing, Buyer and its Affiliates, including Confidentiality Agreement will be automatically extended to cover any post-Closing disclosures between the Acquired Entities, may use or disclose any confidential information owned Parties required by the Acquired Entities or otherwise reasonably related to Acquired Businessthis Agreement.

Records and Access. (a) During the period from From and after the date of this Agreement to the ClosingAgreement, the Company Parent shall, and shall cause its Subsidiaries Affiliates to: , (i) permit give the Buyer and its authorized Representatives reasonable access to (x) have reasonable access, during regular business hours upon reasonable prior notice, to the books, all records, personnel, accountants, offices and other facilities and properties of the Parent and its Affiliates to the extent relating to the Acquired Entities as Business (including all Records of the type described in the proviso to Section 1.01(e)), (ii) permit the Buyer may reasonably request; provided, however, the Buyer shall not undertake any environmental investigation, including any sampling, testing or other intrusive indoor or outdoor investigation of air, surface water, groundwater, soil or anything else at or in connection with any property associated or affiliated in any way with the Acquired Entities, without the prior written consent of the Seller, to make and (y) make retain such copies and inspections thereof as the Buyer may reasonably request, and (iiiii) furnish the Buyer with such financial and operating data and other information with respect to the Acquired Entities Business as the Buyer may from time to time reasonably request, in each case (A) to comply with reporting, disclosure, filing or other requirements imposed on the Buyer or its Affiliates (including under applicable securities laws) or for other bona fide business reasons, (B) for use in any Proceeding or to satisfy audit, accounting, claims, regulatory, litigation, subpoena or other similar requirements, or (C) to comply with the obligations of the Buyer under the Transaction Documents; provided, however, that any such access shall will be conducted at the Buyer’s risk and expense, at a reasonable time, under the supervision of the Seller Seller’s or the its Affiliates’ personnel of the Acquired Entities and in such a manner as shall not to interfere unreasonably with (i) unduly disrupt the operation conduct of the businesses operations of the Acquired Entities Parent or their its Affiliates and shall not require the Seller or the Company to waive (ii) violate any applicable privilege (including Law, and none of the Parent, its Affiliates nor the Buyer shall be required to violate any obligation of confidentiality to which any such party hereto is subject or to jeopardize any attorney-client privilege) nor to violate any contractual confidentiality obligation; provided, however, that Seller shall advise Buyer that Seller is withholding such information and shall use its reasonable best efforts to promptly communicate to Buyer or its applicable Representatives the substance of any such materials, whether by redacting parts of such materials or otherwise, so that disclosure would not violate such confidentiality obligationsprivilege which it may possess. Notwithstanding anything in this Section 5.1 herein to the contrary, (i) the auditors and accountants of the Company no such access, disclosure or copying shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed permitted for a customary agreement purpose relating to such access to work papers in form a dispute or potential dispute between the Seller and substance reasonably acceptable to such auditors the Buyer or accountantsany of their respective Affiliates. For a period of six years following the Closing Date, the Parent shall not, and (ii) nothing in this Agreement shall require that cause its Affiliates not to, without first having offered to deliver the Seller or the Company disclose same to the Buyer Buyer, destroy or permit the destruction of any information records relating to the Acquired Business as conducted by the Parent and its Affiliates in Parent’s or its Affiliates’ possession (such as pricing data) including any Records), other than promotional materials that is prohibited from disclosure by applicable Laware not material to the Acquired Business. (b) All information provided or obtained under From and after the date of this Section 5.1 shall be held by Agreement, the Buyer or shall (i) give the Seller, as applicable, its Affiliates and their authorized Representatives reasonable access to all Records included in accordance with and subject the Assets relating to periods ending on or prior to the applicable confidentiality Closing Date, (ii) permit the Seller and use terms of its Affiliates to make and retain such copies and inspections thereof as the Confidentiality Agreement, dated as of October 3, 2018 among Seller, the Company and Buyer (the “Confidentiality Agreement”)Seller or its Affiliates may reasonably request, and the Buyer and (iii) furnish the Seller hereby agree that the provisions of the Confidentiality Agreement will apply to any properties, books, records, data, documents and its Affiliates with such financial and operating data and other information included in the Assets relating to the Acquired Business that is provided periods ending on or prior to the Buyer, Closing Date as the Seller or their respective Affiliates, as the case may be, or any of their respective Representatives pursuant its Affiliates may from time to this Agreement; providedtime reasonably request, howeverin each case (A) to comply with reporting, that after disclosure, filing or other requirements imposed on the ClosingSeller or its Affiliates (including under applicable securities laws), Buyer and its Affiliates, including the Acquired Entities, may use or disclose any confidential information owned by the Acquired Entities or otherwise reasonably related to Acquired Business.#93878383v22