Common use of Access to Information Clause in Contracts

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. The Company shall (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford to directors, officers, employees, counsel, investment bankers, accountants and other authorized representatives (“Representatives”) of Parent reasonable access, in a manner not unreasonably disruptive to the Representatives operations of the Buyer reasonable accessbusiness of the Company and its Subsidiaries, during normal business hourshours and upon reasonable notice throughout the period prior to the Effective Time, to the offices, properties, books and records of the Business Company and its Subsidiaries and, during such period, shall (iiand shall cause each of its Subsidiaries to) furnish promptly to such Representatives all information concerning the business, properties and personnel of the Company and its Subsidiaries in each case as may reasonably be requested for reasonable purposes related to the Representatives consummation of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingtransactions contemplated by this Agreement; provided, however, that such investigation nothing herein shall not unreasonably interfere with any of require the businesses or operations of the Sellers Company or any of their Affiliates; and providedits Subsidiaries to disclose any information to Parent or Sub if such disclosure would, further, that in the auditors and accountants reasonable judgment of the Sellers Company, be expected to (i) violate applicable Law or the provisions of any agreement to which the Company or any of their Affiliates shall not be obliged its Subsidiaries is a party as of the date of this Agreement (as long as the Company has used commercially reasonable efforts to make any obtain the consent of the other party to the agreement), or (ii) constitute a waiver of the attorney-client, 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 product doctrine or accountants. If so requested other legal privilege held by the SellersCompany or any of its Subsidiaries; provided further, the Buyer however, that nothing herein shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer authorize Parent or its Representatives pursuant to undertake any invasive additional diligence investigation after the date of this Section 5.02(a). Without limiting Agreement, including investigations or sampling at any property owned, operated or leased by the foregoing, prior to the Closing, the Buyer shall not conduct, Company or its Subsidiaries without the prior written consent of the SellersCompany. Without limiting the foregoing, any environmental investigation at any property owned or leased by any Seller in the operation event that the Company does not provide access or information in reliance on the immediately preceding sentence, it shall provide notice to Parent that it is withholding such access or information and shall use its reasonable efforts to communicate, to the extent feasible, the applicable information in a way that would not violate the applicable Law, Contract or obligation or risk waiver of such privilege. The Confidentiality Agreement shall apply with respect to information furnished hereunder by or on behalf of the BusinessCompany, its Subsidiaries and the Company’s Representatives (as defined in no event may any such environmental investigation include any sampling the Confidentiality Agreement). The Company agrees that the Confidentiality Agreement is hereby amended to permit the inclusion of all actual or other intrusive investigation prospective sources of air, surface water, groundwater, soil debt financing (including convertible or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld equity-linked debt) (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any representatives of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer such financing sources) in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer term “Representative” as such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerterm is defined therein.

Access to Information. (a) From Seller agrees that, prior to the date Closing, Purchaser shall be entitled, through its officers, employees and representatives (including its legal advisors and accountants), to make such investigation of this Agreement until the Closing Dateproperties, businesses and operations of Seller or Subsidiary in connection with the Purchased Assets, and such examination of the Documentation relating to the Purchased Assets, Subsidiary, the Purchased Shares and the Assumed Liabilities as it reasonably requests and to make extracts and copies of such Documentation. Any such investigation and examination shall be conducted during regular business hours upon reasonable prior noticeadvance notice and under reasonable circumstances and shall be subject to restrictions under applicable Law. Seller shall cause the officers, employees, consultants, agents, accountants, attorneys and other representatives of Seller and Subsidiary to cooperate with Purchaser and Purchaser’s representatives in connection with such investigation and examination, and except as determined in good faith Purchaser and its representatives shall cooperate with Seller, Subsidiary, and their representatives and shall use their Commercially Reasonable Efforts to minimize any disruption to the Business. Notwithstanding anything herein to the contrary, no such investigation or examination shall be appropriate permitted to ensure compliance with any applicable Laws and the extent that it would require Seller or Subsidiary to disclose information subject to any applicable privileges (including the attorney-client privilege) and contractual privilege or conflict with any written confidentiality obligations, the Sellers shall use, and shall cause their Affiliates obligations to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business which Seller or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingSubsidiary is bound; provided, however, that such investigation information subject to attorney-client privilege or confidentiality obligations shall not unreasonably interfere with any of be disclosed to Purchaser in the businesses or operations of the Sellers or any of their Affiliates; and provided, further, event that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided underlying subject matter relates primarily to the Buyer Purchased Assets or its Representatives pursuant relates to Subsidiary. Except as otherwise set forth in this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained hereinAgreement, prior to the Closing, without the prior written consent of the SellersSeller, which may be withheld for any reason, (i) Purchaser shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any of, Seller or its AffiliatesSubsidiary, except for contacts by and (ii) Purchaser shall have no right to perform invasive or subsurface investigations of the Buyer in the ordinary course properties or facilities of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSubsidiary.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, to the extent ETE has the right under the Sigma Merger Agreement, upon the request from ETP, ETE will: (a) give ETP and its counsel, financial advisors, auditors and other authorized representatives (collectively, “Representatives”) reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, access to the offices, properties, books and records of the Business Citrus Parties and to the books and records relating to the Citrus Parties and permit ETP to make copies thereof, in each case (i) during normal business hours and (ii) solely to the extent that ETE either (1) has access to such offices, properties, books and records and has the right, to provide access to such offices, properties, books and records to such Persons or (2) has the right to require Southern Union to provide such access to such Persons; and (b) furnish to ETP and its Representatives such financial operating data and other information relating to the Representatives of Citrus Parties as such Persons may reasonably request, solely to the Buyer extent that ETE either (i) possesses such additional financial and operating data and other information regarding and has the Business or the Transferred Assets as the Buyer may from time right, to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that furnish such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; financial and provided, further, that the auditors operating data and accountants of the Sellers or any of their Affiliates 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 other information to such access Persons or (ii) has the right, pursuant to work papers in form the Citrus Capital Stock Agreement, to require the Citrus Parties to furnish such financial and substance reasonably acceptable operating data and other information to such auditors or accountantsPersons. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Any investigation pursuant to this Section 5.02(a)5.3 shall be conducted in such manner as not to interfere with the conduct of the business of the Citrus Parties. Without limiting Notwithstanding the foregoing, prior to the Closing, the Buyer ETP shall not conductbe entitled to perform any intrusive or subsurface investigation or other sampling of, on or under any of the properties of the Citrus Parties without the prior written consent of ETE. Notwithstanding the Sellersforegoing provisions of this Section 5.3, ETE shall not be required to, or to cause the Citrus Parties to, grant access or furnish information to ETP or any environmental investigation at of its Representatives to the extent that such information is subject to an attorney/client or attorney work product privilege or that such access or the furnishing of such information is prohibited by Law or an existing Contract. To the extent practicable, ETE shall make reasonable and appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. To the fullest extent permitted by Law, ETE and its Representatives and Affiliates shall (1) not be responsible or liable to ETP for personal injuries sustained by ETP’s Representatives in connection with the access provided pursuant to this Section 5.3 and (2) shall be indemnified and held harmless by ETP for any property owned or leased losses suffered by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or Persons in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall personal injuries; provided such personal injuries are not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts caused by the Buyer in the ordinary course gross negligence or willful misconduct of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerETE.

Access to Information. (a) From the date of this Agreement until the Closing DateAfter Closing, upon reasonable prior noticeBuyer will, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall will cause their Affiliates to use, reasonable best efforts to cause each of their respective its Representatives to, (i) at no cost to Buyer or its Representatives, afford to Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the Representatives of the Buyer reasonable access, during normal business hoursBusiness in order to permit Seller to prepare and file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to the offices, properties, books prepare for and records of participate in any other investigation and defend any Proceedings relating to or involving Seller or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the other Related Documents to which it is a party and for other reasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (ii7) furnish years from the Closing Date and will not dispose of such records without first offering in writing to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time deliver them to time reasonably request for the purpose of preparing to operate the Business following the ClosingSeller; provided, however, that in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with any the normal conduct of the businesses or operations of Buyer and (ii) Seller shall reimburse Buyer for the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers out-of-pocket costs reasonably incurred by Buyer in making such employees 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)Seller. Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent application of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customersSection 6.1(d), neither the all documents or information furnished by Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any obtained by Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue hereunder shall be subject to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSection 6.1(d).

Access to Information. (a) From the date of this Agreement hereof until the Closing DateEffective Time, upon reasonable prior noticethe Company will, and except as determined in good faith to be appropriate to ensure compliance with will cause the Subsidiaries, and each of its and their respective officers, directors, employees, counsel, advisors and representatives (collectively, the "Company Representatives") to, provide Parent, the Purchaser and any applicable Laws and subject to any applicable privileges person providing financing for the Offer or the Merger (including the attorney-client privilege"Financing Sources") and contractual confidentiality obligationstheir respective officers, employees, counsel, advisors, representatives (collectively, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i"Parent Representatives") afford the Representatives of the Buyer reasonable access, during normal business hourshours and upon reasonable notice, to the officesofficers and employees, properties, offices and other facilities and to the books and records of the Business Company and (ii) the Subsidiaries, as will permit Parent and the Purchaser to make inspections of such as either of them may reasonably require during normal business hours and will cause the Company Representatives and the Company's Subsidiaries to furnish Parent, the Purchaser and the Parent Representatives to the Representatives extent available with such other information with respect to the business, operations and prospects of the Buyer such additional financial Company and operating data the Subsidiaries during normal business hours as Parent and other information regarding the Business or the Transferred Assets as the Buyer Purchaser may from time to time reasonably request request. Unless otherwise required by law, Parent and the Purchaser will, and will cause the Parent Representatives to, hold any such information in confidence until such time as such information otherwise becomes publicly available through no wrongful act of Parent, the Purchaser or the Parent Representatives. The Company agrees to make reasonably available its executive officers for presentations to any Financing Sources. In the purpose event of preparing termination of this Agreement for any reason, Parent and the Purchaser will, and will cause the Parent Representatives to, return to operate the Business following Company all copies of written information furnished by the Closing; provided, however, that such investigation shall not unreasonably interfere with Company or any of the businesses Company Representatives to Parent or operations of the Sellers Purchaser or the Parent Representatives and destroy all memoranda, notes and other writings prepared by Parent, the Purchaser or the Parent Representatives based upon or including the information furnished by the Company or any of their Affiliates; the Company Representatives to Parent or the Purchaser or the Parent Representatives (and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided Parent will certify to the Buyer or its Representatives pursuant to this Section 5.02(aCompany that such destruction has occurred). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, Sellers will provide Purchaser and its authorized Advisors with reasonable access and upon reasonable prior notice, advance notice and except during regular business hours (so long as determined consistent with applicable Law and in good faith to be appropriate to ensure compliance accordance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilegereasonable procedures established by Sellers) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, propertiesfacilities, books and records (excluding any personnel files) of the Business Sellers, in order for Purchaser and (ii) furnish its authorized Advisors to the Representatives of the Buyer access such additional financial and operating data and other information regarding the Business or Acquired Assets and Assumed Liabilities (which shall include the Transferred Assets Acquired Real Property, for certainty) as is reasonably necessary in order to consummate the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingTransactions; provided, however, provided that (i) such investigation shall access does not unreasonably interfere with any of the businesses or normal operations of the Sellers or any of their Affiliates; and providedSubsidiaries, further, that (ii) such access will occur in such a manner as Sellers reasonably determines to be appropriate to protect the auditors and accountants confidentiality of the Transactions and such books and records, (iii) all requests for access will be directed Seller Broker or such other Person(s) as Sellers may designate in writing from time to time, (iv) nothing herein will require Sellers or any of their Affiliates shall not be obliged Subsidiaries to make provide access to, or to disclose any work papers available to information to, Purchaser or any other 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 if such access or disclosure (A) would reasonably cause competitive harm to work papers in form and substance reasonably acceptable to such auditors Sellers or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such any of their Affiliates as they request with respect Subsidiaries if the Transactions are not consummated, (B) would waive any legal privilege or (C) would be in violation of applicable Laws (including the HSR Act and Antitrust Laws) or the provisions of any Contract to which Sellers is bound or would violate any information to be provided to the Buyer fiduciary duty and (v) nothing herein will permit Purchaser or its Representatives pursuant authorized Advisors to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent conduct any sampling or testing of the Sellers, environmental media or any environmental other invasive investigation or assessment at any property owned or leased by any Seller in facility (including the operation Acquired Real Property) of Sellers, including of the Business, and in no event may any such type commonly known as a Phase II environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customersite assessment.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useshall, and shall cause their Affiliates (to usethe extent reasonably required) to, upon reasonable best efforts to cause each of request by the Buyer, provide the Buyer, the Buyer’s lenders and their respective Representatives toemployees, counsel, accountants and other representatives and advisors (icollectively, the “Representatives”) afford the Representatives of the Buyer reasonable full access, during normal business hourshours on reasonable notice (and at such other times as Buyer reasonably requests) and under reasonable circumstances, to the officesany and all premises, properties, Contracts, commitments, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding exclusively of or relating exclusively to the Business Stock or the Transferred Assets as Companies (the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing“Company Subject Matter”); provided, however, that the Sellers shall use their respective commercially reasonable efforts to provide to the Buyer and its lenders any such investigation information that does not relate exclusively to the Company Subject Matter to the extent such information can be segregated without undue effort from information relating to the Sellers or their Affiliates and that is not otherwise confidential or of a competitive nature; provided, further, that such access may be limited to the location at which the relevant information is normally maintained, shall not unreasonably interfere with any of the businesses or operations of the Sellers Companies or any of their Affiliates; , and provided, further, that shall be limited to the auditors and accountants extent reasonably determined to be required by the applicable law. In furtherance of the foregoing but subject to the limitations of this Section 9.3, the Sellers or any of shall, and shall cause each Company’s Subsidiaries to, permit the Buyer, the Buyer’s lenders and their Affiliates shall not be obliged respective Representatives 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 have reasonable access to work papers in form and substance reasonably acceptable the Real Property to such auditors or accountants. If so requested by perform, at the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersBuyer’s expense, any environmental investigation at any property owned or leased by any Seller in testing that the operation Buyer reasonably deems appropriate, including, without limitation, a Phase I environmental site assessment of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesproperty pursuant to ASTM Standard E 1527-05. Notwithstanding anything Prior to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)Closing Date, neither the Buyer nor any of its Representatives shall contact or make inquiries to any employees of, suppliers to, or customers governmental agencies (other than as contemplated by Articles VII and VIII hereof) in connection with the transactions contemplated by this Agreement without the prior written consent of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSeller.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws Effective Time and subject to any applicable privileges (including Applicable Law and the attorney-client privilege) and contractual confidentiality obligationsConfidentiality Agreement, the Sellers Company and Parent shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford upon reasonable advance notice, give to the Representatives of the Buyer other party, its counsel, financial advisors, auditors and other authorized representatives reasonable access, access during normal regular business hours, hours to the offices, properties, books and records of such party (except that neither party shall conduct any environmental sampling or analysis without the Business advance written consent of the other party, which may be withheld in such other party’s sole discretion, and without executing a customary access and indemnity agreement in respect thereto), (ii) furnish to the Representatives of the Buyer other party, its counsel, financial advisors, auditors and other authorized representatives such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer such Persons may from time to time reasonably request for and (iii) instruct its employees, counsel, financial advisors, auditors and other authorized representatives to cooperate with the purpose of preparing to operate the Business following the Closingother party in its investigation; provided, however, that the each party may restrict the foregoing access and the disclosure of information pursuant to this Section 8.06 to the extent that (A) in the reasonable good faith judgment of such investigation shall not unreasonably interfere with party, any Applicable Law requires such party or its Subsidiaries to restrict or prohibit access to any such properties or information, (B) in the reasonable good faith judgment of such party, the businesses information is subject to confidentiality obligations to a Third Party or operations (C) disclosure of any such information or document would result in the Sellers or any loss of their Affiliatesattorney-client privilege; and provided, further, that with respect to clauses (A) through (C) of this Section 8.06, Parent or the auditors and accountants Company, as applicable, shall use its commercially reasonable efforts to (1) obtain the required consent of the Sellers or any of their Affiliates shall not be obliged such Third Party 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 provide such access or disclosure, (2) develop an alternative to work papers in form and substance providing such information so as to address such matters that is reasonably acceptable to such auditors or accountants. If so requested by Parent and the SellersCompany and (3) in the case of clauses (A) and (C), the Buyer shall enter into a customary joint defense agreement with or implement such other techniques if the Sellers and parties determine that doing so would reasonably permit the disclosure of such of their Affiliates as they request with respect to any information to be provided to the Buyer without violating Applicable Law or its Representatives jeopardizing such privilege. Any investigation pursuant to this Section 5.02(a). Without limiting shall be conducted in such manner as not to interfere unreasonably with the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent conduct of the Sellers, business of the other party. No information or knowledge obtained in any environmental investigation at pursuant to this Section shall affect or be deemed to modify any property owned representation or leased warranty made by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerparty hereunder.

Access to Information. (a) From a)From the date of this Agreement until the Closing DateTransition Period (or until earlier termination of this Agreement), upon reasonable prior notice, and except as determined in good faith by Seller to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers Seller shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business that will be Transferred Records and Transferred Regulatory Documentation and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding related to the Business Business, in each case to the extent readily available to Seller, and prepared or gathered in the Transferred Assets ordinary course of business, as the Buyer may from time to time reasonably request for the purpose purposes ​ ​ of preparing to operate the Business following the ClosingTransition Period; provided, however, that the provision of such investigation access and such data and information shall not (y) unreasonably interfere with any of the businesses businesses, personnel or operations of the Sellers Seller, or any of their Affiliates; and provided, further, (z) that the auditors Auditors and accountants of the Sellers Seller or any of their Affiliates its Affiliates, as applicable, shall not be obliged to make any work papers available to any Person except in accordance with such auditorsAuditors’ 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 Auditors or accountants. If so requested by From the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such date of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to Agreement until the Closing, except for the Buyer shall not conduct, without parties listed in Section 7.2 of the Seller Schedules or such other parties for whom Seller provides prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything (not to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers withheld, conditioned or customersdelayed), neither the Buyer Buyer, its Affiliates nor any of its their respective Representatives shall contact any employees of, suppliers to, or customers of of, Seller in connection with or with respect to this Agreement, any Seller other Transaction Agreement or its Affiliatesthe transactions contemplated hereby and thereby, except for contacts by the Buyer or (other than in the ordinary course of business consistent with past practices; provided that if a Seller does provide practice) to otherwise discuss the Buyer such prior consent, the Buyer and business or operations of any of the Business; provided, further, however, that neither Buyer, its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or Affiliates nor any of their respective Representatives shall have any contact or discussion with any party (including those parties listed on Section 7.2 of the Seller Schedules or such other party for whom Seller has otherwise provided prior written consent) during the referenced period, without first consulting Seller and its Affiliates, and the applicable Representatives that they may no longer of Seller and its Affiliates shall be copied on all written correspondence and present for all oral communications and meetings; provided, further, that, with respect to the parties listed on Section 7.2 of the Seller Schedules, any contact or discussion shall be limited to the topics set forth on such employee, supplier or customerSchedule.

Access to Information. During the Interim Period, the Company and Parent shall each use its commercially reasonable efforts to, (a) From continue to give the date of this Agreement until the Closing Dateother party, upon reasonable prior notice, its legal counsel and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective its other Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, full access to the offices, properties, books properties and records Books and Records of the Business Company (including the Company continuing to provide Parent and its representatives access to the “data rooms” or “virtual data rooms” used in connection with the negotiation of and entering into this Agreement), (iib) furnish to the other party, its legal counsel and its other Representatives such information relating to the business of the Buyer Company and Parent as such Persons may reasonably request including additional financial diligence information requested by Parent which the Company shall input into the “data rooms” or “virtual data rooms” used in connection with the negotiation of and operating data entering into this Agreement and (c) cause its employees, legal counsel, accountants and other information regarding Representatives to cooperate with the other party in its investigation of the Business (in the case of the Company) or the Transferred Assets as business of Parent (in the Buyer may from time to time reasonably request for the purpose case of preparing to operate the Business following the ClosingParent); provided, however, that such no investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers pursuant to this Section 6.3 (or any of their Affiliatesinvestigation made prior to the date hereof) shall affect any representation or warranty given by the Company or Parent; and provided, further, that any investigation pursuant to this Section 6.3 shall be conducted in such manner as not to interfere unreasonably with the auditors and accountants conduct of the Sellers or Business of the Company, provided further that, to the extent the furnishing of any information pursuant to this Section 6.3, if the furnishing of their Affiliates shall not be obliged to make any work papers available to any Person except such information would, in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating the opinion of legal counsel to such access to work papers party, result in the loss of attorney-client privilege or other privilege from such disclosure, in which case the parties will enter into a joint defense arrangement or similar agreement, in a form and substance reasonably acceptable satisfactory to the parties, in order to allow such auditors information to be disclosed without the loss of attorney-client privilege or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request other privilege with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerinformation.

Access to Information. (a) From Subject to the date of this Confidentiality Agreement until the Closing Dateand applicable Laws, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges AT Plastics shall (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford the Representatives officers, employees, counsel, accountants and other authorized representatives and advisors ("Representatives") of the Buyer reasonable Acetex access, during normal business hourshours from the date hereof and until the earlier of the Effective Date or the termination of this Agreement, to the offices, its properties, books books, contracts and records as well as to its management personnel, and, during such period, AT Plastics shall (and shall cause each of its Subsidiaries to) furnish promptly to Acetex all information concerning its business, properties and personnel as Acetex may reasonably request. Subject to the Confidentiality Agreement and applicable Laws, upon reasonable notice, Acetex shall (and shall cause each of its Subsidiaries to) provide the same access to AT Plastics and its Representatives on the same terms and conditions. Nothing in the foregoing shall require Acetex or AT Plastics to disclose information subject to a written confidentiality agreement with third parties or competitively sensitive information relating to areas or projects where Acetex and AT Plastics are competitors. For greater certainty, until the earlier of the Business Effective Date and the termination of this Agreement, access to and exchange of competitively sensitive confidential information (ii"Confidential Data") furnish as between the Parties shall be limited to that which is reasonably necessary for the purposes of securing all necessary regulatory approvals, the preparation and settlement of definitive documents and the advancement of the Amalgamation as contemplated herein and shall be further limited such that the dissemination of such Confidential Data shall be confined to those representatives of the Parties and their advisors who have a need to know such information for these purposes and who agree to respect such confidentiality in their dealings with such Confidential Data. In particular, with reference to access to and the sharing of Confidential Data of one Party with representatives of the other Party for the purposes of preparing any filings or submissions under the Competition Act in respect of the Amalgamation, the general principle which shall be applied is that such information shall be made available to, exchanged or shared with counsel to the Representatives of Parties rather than the Buyer such additional financial and operating data and other information regarding the Business Parties or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerrepresentatives.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useshall, and shall cause their Affiliates to use, reasonable best efforts to cause each Acquired Company and each of their respective Representatives officers, directors, employees, representatives, attorneys, auditors and authorized agents to, (i) afford the Representatives officers, directors, employees, authorized agents, auditors, attorneys and representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, other facilities, books and records of the Business Acquired Companies and to those officers, directors, employees, representatives, counsel, auditors and agents of the Acquired Companies who have material knowledge pertaining to the Properties or the Acquired Companies including, without limitation, access to enter upon and investigate the Properties or the Acquired Companies, and (ii) furnish to the Representatives officers, directors, employees and authorized agents, auditors, attorneys and representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets Acquired Companies as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that (A) such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and providedAcquired Companies, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, (B) the Buyer shall enter into a customary joint defense agreement not, prior to the Closing Date, have any contact whatsoever with respect to the Acquired Companies or with respect to the transactions contemplated by this Agreement with any partner, lender, ground lessor, vendor or supplier of the Acquired Companies, except in consultation with the Sellers and such of their Affiliates as they request then only with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, express prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent approval of the Sellers, which approval shall not be unreasonably withheld or delayed, and (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts C) all requests by the Buyer in for access or information pursuant to this Section 4.3(a) shall be submitted or directed exclusively to an individual or individuals to be designated by the ordinary course Sellers. The Buyer shall not be permitted to conduct any invasive tests on any Property without the Sellers' and the applicable Acquired Company's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer agrees to indemnify the Sellers from and against any and all Losses (as hereinafter defined) suffered by the Sellers as a result of business consistent with past practices; provided that if a Seller does provide any actions taken by the Buyer such prior consent, with respect to the Buyer investigations and inspections contemplated hereby (excluding any Losses associated with any pre-existing Environmental Conditions discovered or identified as a result of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any exercise of its Representatives that they may no longer contact such employee, supplier or customerBuyer's rights under Section 4.12 below).

Access to Information. (a) From Prior to the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford the Representatives of the Buyer give Purchaser and its Representatives, upon reasonable access, advance notice and during normal regular business hours, reasonable access to the officesbooks, propertiesrecords, books personnel, officers and records facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and (ii) furnish without executing a customary access and indemnity agreement in respect thereto); provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the date hereof, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the Buyer extent that any such additional financial and operating data and other information regarding Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to (b) any information if making such information available would (i) reasonably be likely to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent result in a waiver of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling attorney-client or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers tolegal privilege, or customers of (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives Affiliates is a party) (it being understood that they may no longer contact Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such employeeLaw, supplier duty or customeragreement).

Access to Information. (a) From the date of this Agreement until the Closing Date (and, with respect to the Acquired Stores to be transferred at each Subsequent Closing, each Subsequent Closing Date and the Distribution Center to be transferred at the Distribution Center Closing Date, the Distribution Center Closing), upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their its Affiliates and Representatives to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and Acquired Stores; (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets Acquired Stores as the Buyer may from time to time reasonably request request; and (iii) make available to the Representatives of Buyer and its Affiliates those employees of Seller and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Buyer, its Affiliates or its or their respective Representatives in connection with its inquiries, including the presence of such persons as witnesses in hearings or trials for the purpose of preparing to operate the Business following the Closing; such purposes provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers Seller or any of their its Affiliates; and provided, further, that the auditors and accountants of the Sellers Seller or any of their its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ unless and accountants’ normal disclosure procedures and then only after until 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. If so requested by the SellersSeller, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request Seller with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From The Company and the date of this Agreement until the Closing DateShareholders shall afford to Acquiror and to Acquiror's accountants, upon reasonable prior notice, counsel and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, other representatives access during normal business hourshours during the period prior to the Effective Time of the Merger, subject to reasonable notice, to the offices, all its properties, books books, contracts, commitments, records, reports and records other information, including the work papers of the Business and (ii) furnish to the Representatives of the Buyer Company's accountants, any reviews, examinations, or reports by such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request accountants, for the purpose of preparing conducting an investigation of the Company related to operate the Business following Merger on an ongoing basis until the ClosingEffective Time of the Merger; provided, however, that such investigation shall be conducted in a manner that does not unreasonably interfere with any the normal operations and employee relations of the businesses or operations Company. Acquiror and Acqcorp on the one hand, and Company and the Shareholders on the other, will hold nonpublic information received from the other ("Confidential Information") in confidence until such time as such information otherwise becomes publicly available. In the event of termination of this Agreement for any reason each shall promptly return all documents containing Confidential Information obtained from the Sellers or other and any copies made of their Affiliates; and such documents. This covenant of confidentiality shall survive any termination of this Agreement, any other provision notwithstanding provided, furtherhowever, that the auditors and accountants of the Sellers or any of their Affiliates obligation to keep such Confidential Information confidential shall not be obliged apply to make (i) any work papers available information which (A) a party can establish by convincing evidence was already in its possession prior to any Person except the disclosure thereof by the other; (B) was then generally known to the public; (C) became known to the public other than as a result of actions by the other; or (D) was disclosed by a third party not bound by an obligation of confidentiality; or (ii) disclosures 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 the federal securities laws or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent an order of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation a court of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customercompetent jurisdiction.

Access to Information. (a) From In addition to the date provisions of this Agreement until Section 5.02, from and after the Closing Date, in connection with any reasonable business purpose, including the preparation of Tax Returns, claims relating to Excluded Liabilities, financial statements, or the determination of any matter relating to the rights or obligations of Seller or any of its Affiliates under any of the Transaction Agreements, upon reasonable prior notice, and except as determined in good faith to be appropriate necessary to (i) ensure compliance with any applicable Laws and subject to Law, (ii) preserve any applicable privileges privilege (including the attorney-client privilege), or (iii) and comply with any contractual confidentiality obligations, the Sellers shall usePurchaser shall, and shall cause their its Affiliates to use, reasonable best efforts to cause each of their respective and its Representatives to, (iA) afford the Representatives of the Buyer Seller and its Affiliates reasonable access, during normal business hours, to the offices, properties, books and records of Purchaser and its Affiliates in respect of the Business and the Purchased Assets (iiand related Liabilities), (B) furnish to the Representatives of the Buyer Seller and its Affiliates such additional financial and operating data and other information regarding the Business and the Purchased Assets (and related Liabilities) as Seller or the Transferred Assets as the Buyer its Representatives may from time to time reasonably request and (C) make available to the Representatives of Seller and its Affiliates those employees of Purchaser and its Affiliates whose assistance, expertise, testimony, notes and recollections or presence may be necessary to assist Seller, its Affiliates or its or their respective Representatives in connection with its inquiries for any of the purpose purposes referred to above, including the presence of preparing to operate the Business following the Closingsuch persons as witnesses in hearings or trials for such purposes; provided, however, that such investigation shall not unreasonably interfere with any of the businesses business or operations of the Sellers Purchaser or any of their its Affiliates; and provided, further, that the auditors and accountants of the Sellers Purchaser or any of their its Affiliates 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. If so requested by the SellersPurchaser, the Buyer Seller or one of its Affiliates shall enter into a customary joint defense agreement with the Sellers Purchaser and such of their its Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Seller pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer5.01.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations), the Sellers shall useshall, and shall cause their respective Affiliates and Representatives to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer and its Affiliates reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by affiliated with any Seller in the operation of the BusinessSeller, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesproperty associated or affiliated in any way with the Transferred Assets or the Business. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior written consent of the Sellers, which shall not may be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)any reason, neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller GE Entity or its their Affiliates; provided, except for contacts however that Buyer may contact employees of the Business with the written consent of GE (which consent may be provided by the Buyer email) and in the ordinary course of business consistent consultation with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerGE.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives the Company to, : (ia) afford Buyer and its Representatives reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, contracts, agreements and other documents and data and, with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed) officers, directors, employees, customers and other business relations, related to the Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller and the Company to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingCompany; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to Seller, under the supervision of Seller’s personnel and in such a manner as not unreasonably to materially interfere with any of the businesses or normal operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 Company. All requests by Buyer for access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)5.02 shall be submitted or directed exclusively to such individuals as Seller may designate in writing from time to time. Without limiting Notwithstanding anything to the foregoingcontrary in this Agreement, prior neither Seller nor the Company shall be required to disclose any information to Buyer if such disclosure would: (x) cause material competitive harm to Seller, the Company, and their respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other legal privilege; or (z) contravene any applicable Law. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersSeller, any environmental investigation at any property owned not to be unreasonably withheld, conditioned or leased by any Seller in the operation of the Businessdelayed, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentof, the Company. Prior to Closing, Buyer and any shall have no right to perform invasive or subsurface investigations of its Representatives may continue to contact such employee, supplier or customer (x) unless such the Real Property without the prior written consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSeller.

Access to Information. (a) From and after the date hereof until the earlier of the Closing Date or the termination of this Agreement until the Closing Datein accordance with its terms, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including restrictions contained in the attorney-client privilege) confidentiality agreements to which the Group Companies are subject, Seller shall provide to Buyer and contractual confidentiality obligations, its authorized representatives and the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable accessFinancing Sources, during normal business hours, hours reasonable access to the offices, properties, books and records of the Business and Group Companies (in a manner so as to not interfere with the normal business operations of any Group Company); provided that Seller may withhold any document (or portions thereof) or information (i) that is subject to the terms of a non-disclosure agreement with a third party, provided that Seller shall use its reasonable best efforts to obtain the consent of such third party to permit such disclosure, (ii) furnish that may constitute privileged attorney-client communications or attorney work product and the transfer of which, or the provision of access to which, as reasonably determined by outside counsel, constitutes a waiver of any such privilege or (iii) if the Representatives provision of access to such document (or portion thereof) or information, as reasonably determined by outside counsel, would reasonably be expected to conflict with applicable Laws. In addition, from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Seller shall promptly provide Buyer such additional and its authorized representatives and the Financing Sources via email or shared data site with true and complete copies of all financial and operating data statements, documents and other information regarding reasonably requested by Buyer and available to Seller to the extent relating to the Group Companies. All of such information shall be treated as confidential information pursuant to the terms of the applicable Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. To the extent Seller has not made available to Buyer complete and correct copies of any written Contracts (including any Leases) (as identified in the Schedules as of the date hereof), Seller shall provide to Buyer complete and correct copies of such written Contracts (including any Leases) within twenty (20) calendar days of the date hereof. Nothing herein shall be construed to require Seller to provide access to any underlying data communicated to Buyer’s consultant, Xxxx & Company, Inc., pursuant to the Clean Team Confidentiality Agreement, or any commercially sensitive information exchanged by the parties’ respective legal counsel pursuant to that certain Joint Defense Agreement, dated July 19, 2017, or any personnel information made available to Buyer’s legal counsel pursuant to that certain HR Clean Team Confidentiality Agreement, which limitation of access obligations shall survive termination of this Agreement. Seller shall deliver or cause to be delivered to Buyer as promptly as practical following the date hereof (and in any event not more than three (3) Business Days following the date hereof) five copies of one or more CDs, DVDs or USB flash drives containing copies of all documents (in a readable format) that were uploaded to the Transferred Assets Xxxxxxx data site in connection with the purchase and sale of the Shares as of 5:00 p.m. Eastern Time on the date immediately preceding the date hereof. Seller shall deliver or cause to be delivered to Buyer may from time to time reasonably request for as promptly as practical following the purpose of preparing to operate the Closing (and in any event not more than three (3) Business Day following the Closing; provided) five copies of one or more CDs, howeverDVDs or USB flash drives containing copies of all documents (in a readable format) that were uploaded for review by Xxxx & Company, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or Inc. in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to purchase and sale of the Shares as of the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From the date of this Agreement until the Closing DateAfter Closing, upon reasonable prior noticeBuyer will, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall will cause their Affiliates to use, reasonable best efforts to cause each of their respective its Representatives to, (i) at no cost to Buyer or its Representatives, afford to Seller, including its Representatives, on reasonable notice and at reasonable times, reasonable access to all books, records, files and documents related to the Representatives of the Buyer reasonable access, during normal business hoursBusiness in order to permit Seller to prepare and file its Tax Returns and to prepare for and participate in any investigation with respect thereto, to prepare for and participate in any other investigation and defend any Proceedings relating to or involving Seller, the offices, properties, books and records of Subsidiary or the Business for which Seller may be responsible, to discharge its obligations under this Agreement and the other Related Documents to which it is a party and for other reasonable purposes and will afford Seller reasonable assistance in connection therewith. Buyer will cause such records to be maintained for not less than seven (ii7) furnish years from the Closing Date and will not dispose of such records without first offering in writing to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time deliver them to time reasonably request for the purpose of preparing to operate the Business following the ClosingSeller; provided, however, that in the event that Buyer transfers all or a portion of the Business to any third party during such investigation period, Buyer may transfer to such third party all or a portion of the books, records, files and documents related thereof, provided such third party transferee expressly assumes in writing the obligations of Buyer under this Section 6.2(a). In addition, on and after the Closing Date, at Seller’s request, Buyer shall make available to Seller and its Affiliates and Representatives, on reasonable notice and at reasonable times, those employees of Buyer reasonably requested by Seller in connection with any Proceeding, including to provide testimony, to be deposed, to act as witnesses and to assist counsel; provided, however, that (i) such access to such employees shall not unreasonably interfere with any the normal conduct of the businesses or operations of Buyer and (ii) Seller shall reimburse Buyer for the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers out-of-pocket costs reasonably incurred by Buyer in making such employees 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)Seller. Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent application of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customersSection 6.1(d), neither the all documents or information furnished by Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any obtained by Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue hereunder shall be subject to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSection 6.1(d).

Access to Information. From the date hereof until the earlier of the valid termination of this Agreement or the Effective Time and subject to Applicable Law (including COVID-19 Measures) and the Confidentiality Agreement, the Company shall during normal business hours and upon reasonable prior written notice, and solely for purposes of furthering the Merger or integration planning relating thereto, (a) From the date of this Agreement until the Closing Dategive to Parent, upon its counsel, financial advisors, auditors and other authorized Representatives reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hourshours to its officers, to the key employees, offices, properties, Contracts and books and records of the Business and (iib) furnish to the Representatives of the Buyer such additional instruct its employees, counsel, financial and operating data advisors, auditors and other information regarding the Business or the Transferred Assets as the Buyer may from time authorized Representatives to time reasonably request for the purpose of preparing to operate the Business following the Closingcooperate with Parent in such access; provided, however, that (i) the foregoing shall not require the Company or any of its Subsidiaries to permit access to (A) any information that would give rise to the waiver of any attorney-client privilege or other privilege or trade secret protection or the work product doctrine (provided that the Company shall use commercially reasonable efforts to make any such information available in such a way that would not reasonably be expected to jeopardize the attorney-client privilege or other privilege or trade secret protection or the work product doctrine), (B) any information that in the good faith reasonable opinion of the Company would violate any Applicable Law, (C) such documents or information that are reasonably pertinent to any pending litigation, suit, action or proceeding between the Company and its Affiliates, on the one hand, and Parent and its Affiliates, on the other hand, (D) subject to, and without limiting, the requirements of Section 6.03 and Section 8.01(a), any information related to the negotiation and execution of this Agreement or to transactions potentially competing with or alternative to the transactions contemplated by this Agreement or proposals from other third parties relating to any competing or alternative transactions (including Acquisition Proposals) and the actions of the Company’s Board of Directors (or any committee thereof) with respect to any of the foregoing, whether prior to or after execution of this Agreement, or (E) subject to, and without limiting, the requirements of Section 6.03, any information related to an Adverse Recommendation Change or the actions of the Company’s Board of Directors (or any committee thereof) with respect thereto, (ii) any such investigation shall be conducted under reasonable supervision of appropriate personnel of the Company and in such a manner as not to unreasonably interfere with the normal business or operations of the Company or its Subsidiaries or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of the Company or its Subsidiaries of their normal duties and Parent shall use its commercially reasonable efforts to minimize to the extent reasonably practicable any disruption to the businesses of the Company that may result from any such requests for access and (iii) any access to the properties of the Company and its Subsidiaries will be subject to the Company’s reasonable security measures, policies and insurance requirements and will not include the right to sample soil, sediment, groundwater, surface water, air or building materials or conduct any other environmental sampling or analysis. For the avoidance of doubt, nothing in this Section 6.04 will be construed to require the Company, any of its Subsidiaries or any of their respective Representatives to prepare any reports, analyses, appraisals, opinions or other information that create an unreasonable burden on the employees of the Company or its Subsidiaries. In addition, the Company, its Subsidiaries and Parent shall cooperate in good faith to arrange for, as reasonably agreed by Parent and the Company, communication strategies for, and joint meetings of the Company and Parent with, the Company’s customers, suppliers, and employees; provided, that (y) such meetings do not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; Company and provided, further, that the auditors its Subsidiaries and accountants (z) a Representative of the Sellers Company must be present at all times during such meetings. The Company may, as it deems advisable and necessary, reasonably designate commercially sensitive material provided to the other as “Outside Counsel Only Material” or any with similar restrictions, and such materials and the information contained therein shall be given only to the outside counsel of their Affiliates shall not the recipient, or otherwise as the restriction indicates, and be obliged to make any work papers available subject 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 additional confidentiality or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with between the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesparties. Notwithstanding anything to the contrary contained herein, prior to with the Closing, without the prior consent of the Sellers, Parent (which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customerswithheld), neither the Buyer nor any Company may satisfy its obligations set forth above by electronic means if physical access is not reasonably feasible or would not be permitted under Applicable Law (including as a result of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerCOVID-19 Measures).

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, Seller shall: (i) afford the Representatives of the use its Commercially Reasonable Efforts to give Buyer reasonable accessand its Representatives, during normal ordinary business hourshours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties included in the offices, properties, books and records of the Business and Purchased Assets; (ii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding in the Business or possession of Seller with respect to the Transferred Purchased Assets as the Buyer may from time to time reasonably request for request; and (iii) furnish Buyer with all such other information in the purpose possession of preparing Seller as shall be reasonably necessary to operate enable Buyer to verify the Business following accuracy of the Closingrepresentations and warranties of Seller contained in this Agreement; provided, however, that (A) any such investigation inspections and investigations shall be conducted in such manner as not to interfere unreasonably interfere with any the operation of the businesses or operations of the Sellers or any of their Affiliates; and providedPurchased Assets, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Seller shall not be obliged required to make take any work papers available action which would constitute a waiver of the attorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply and (D) Seller shall not be required to supply Buyer with 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request information with respect to any information the Jointly Owned Stations to be provided which Seller is not entitled pursuant to the Buyer or its Representatives pursuant terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to this Section 5.02(a). Without limiting the foregoingcontrary, prior to the ClosingClosing Date, the Buyer shall not have the right to perform or conduct, without the prior written consent of the Sellersor cause to be performed or conducted, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of airtesting at, surface waterin, groundwater, soil on or anything else at or in connection with underneath any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerJointly Owned Station.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, Seller shall: (i) afford the Representatives of the give Buyer reasonable accessand its Representatives, during normal business hourshours and upon reasonable notice, reasonable access to all books, records, plans, offices and other facilities and properties in the offices, properties, books and records possession of Seller included in the Business and Purchased Assets (it being understood that Seller shall have the right to have a Representative present at all times during any such access); (ii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding in the Business or possession of Seller with respect to the Transferred Purchased Assets as the Buyer may from time to time reasonably request for request; and (iii) furnish Buyer with all such other information in the purpose possession of preparing Seller as shall be reasonably necessary to operate enable Buyer, at its request, to verify the Business following accuracy of the Closingrepresentations and warranties of Seller contained in this Agreement; provided, however, that (A) any such investigation 30 ______________________________________________________________________________ access or requests shall be conducted in such manner as not to interfere unreasonably interfere with any the operation of the businesses or operations of the Sellers or any of their Affiliates; and providedPurchased Assets, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Seller shall not be obliged required to make take any work papers available action which would constitute a waiver of the attorney-client or other privilege, (C) Seller need not supply Buyer with any information which Seller is under a legal or contractual obligation not to supply, and (D) Seller shall not be required to supply Buyer with 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request information with respect to any information the Jointly Owned Stations to be provided which Seller is not entitled pursuant to the Buyer or its Representatives pursuant terms of the Jointly Owned Stations Operating Agreements. Notwithstanding anything herein to this Section 5.02(a). Without limiting the foregoingcontrary, prior to the ClosingClosing Date, the Buyer shall not have the right to perform or conduct, without the prior written consent of the Sellersor cause to be performed or conducted, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of airtesting at, surface waterin, groundwater, soil on or anything else at or in connection with any such properties. Notwithstanding anything to underneath the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerJointly Owned Stations.

Access to Information. (a) From Between the date of this Agreement until and the Closing DateEffective Time, Seller will, during ordinary business hours and upon reasonable prior notice: (i) give Buyer and the Buyer Representatives reasonable access to all Contracts and other documents, books, records, plants, offices and except other facilities and properties constituting part of the Acquired Assets or Assumed Obligations, including for purposes of conducting “all appropriate inquiries” (as determined defined in good faith §101(b) of CERCLA) with respect to be appropriate any Site, including but not limited to ensure compliance with any Phase I environmental site assessments, but only to the extent to which Buyer is not denied access by applicable Laws or by the actions of third party Persons not under Seller’s control; (ii) permit Buyer, at Buyer’s sole risk and expense, to make such reasonable inspections thereof as Buyer may reasonably request, including taking samples of materials, soil or groundwater at Buyer’s option (through appropriately qualified and insured contractors and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsBuyer’s obligation to provide all appropriate notifications, the Sellers shall useobtain all necessary Governmental Entities’ consents, and shall cause their Affiliates restore any sampled location to use, reasonable best efforts substantially the condition existing prior to cause each of their respective Representatives to, sampling; (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (iiiii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding related to the Transferred Business or the Transferred Acquired Assets in Seller’s possession or reasonably within its control as the Buyer may from time to time reasonably request for to enable Buyer to verify the purpose accuracy of preparing to operate the Business following the Closing; representations and warranties of Seller contained in this Agreement, provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and providedSeller, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing2008 Statement, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall will not be unreasonably withheld (and which must be in writing only for contacts with suppliers required to create special reports or customers), neither the Buyer nor perform any of its Representatives shall contact any employees of, suppliers to, studies not created or customers of any Seller or its Affiliates, except for contacts by the Buyer performed in the ordinary course of business consistent business; and (iv) furnish Buyer a copy of each material report, schedule or other document filed or received by it to the extent related to the Acquired Assets with past practices; provided or from the FERC or the Virginia Commission, provided, however, that (A) any such investigation will be conducted in such manner so as not to unreasonably interfere with the operation of the Transferred Business, (B) Seller will not be required to take any action that would jeopardize the attorney-client privilege and (C) Seller need not supply Buyer with any information that Seller is under a legal or contractual obligation not to supply. Notwithstanding anything in this Section 7.2 to the contrary, Seller will only furnish or provide such access to Transferring Employee Records and personnel and medical records as is allowed by applicable Laws, legal process or subpoena. Buyer may request permission to discuss specific identified matters with the Employees and Seller will allow such discussions if a Seller does provide doing so will not unnecessarily interfere with Seller’s operations and, if such discussions pertain to the Buyer such prior consentterms and conditions of an Employee’s current employment terms and conditions with Seller, the Buyer and any of its Representatives may continue union that represents the Employees also consents to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerdiscussions.

Access to Information. From the date hereof for thirty (30) days, the City shall (a) From afford Buyer and its Representatives reasonable access to and the date right to inspect all of this Agreement until the Closing DatePurchase Assets and other documents and data related to the Telecom System; (b) furnish Buyer and its Representatives with such financial, upon reasonable prior notice, operating and except other data and information related to the Telecom System as determined in good faith to be appropriate to ensure compliance with Buyer or any applicable Laws of its Representatives may reasonably request; and subject to any applicable privileges (including the attorney-client privilegec) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford instruct the Representatives of the City to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingTelecom System; provided, however, that any such investigation shall be conducted during normal Telecom System hours upon reasonable advance notice to the City, under the supervision of City personnel and in such a manner as not unreasonably to interfere with any the conduct of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)Telecom System. Without limiting the foregoing, the City shall permit Buyer and its Representatives to conduct environmental due diligence of the Real Property Interests. All requests by Buyer for access pursuant to this Section 7.02 shall be submitted or directed exclusively to Xxxxxxx Xxxxxxxxxxx or such other individuals as the City may designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, the City shall not be required to disclose any information to Buyer if such disclosure would, in the City’s sole discretion: (x) cause significant competitive harm to the City and the Telecom System, if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersCity, which may be withheld for any reason, Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or of, the Telecom System. Buyer shall, and shall cause its AffiliatesRepresentatives to, except for contacts abide by the Buyer in terms of the ordinary course of business consistent Confidentiality Agreement with past practices; respect to any access or information provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the this Section 7.02. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect any of its Representatives that they may no longer contact such employeerepresentation, supplier warranty or customeragreement given or made by the City or Blue Water in this Agreement.

Access to Information. (a) From After the date Closing, Purchaser shall provide to the officers, employees, agents and representatives of this Agreement until the Closing Date, upon any Seller Indemnitees reasonable prior notice, and except as determined in good faith access to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, Books and Records with respect to the officesHotel, properties, books and records of the Business and (ii) furnish the Property, and (iii) the employees at the Hotel, for any purpose deemed reasonably necessary or advisable by Seller, including, without limitation, to the Representatives of the Buyer such additional financial prepare any documents required to be filed by any Starwood Entity under Applicable Law or to investigate, evaluate and operating data and defend any claim, charge, audit, litigation or other information regarding the Business proceeding made by any Person or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closinginsurance company involving any Starwood Entity; provided, however, that (A) such investigation Seller Indemnitees shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliatesprovide reasonable prior notice to Purchaser; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Purchaser shall not be obliged required to make any work papers available provide such access during non business hours; (C) Purchaser shall have the right to any Person except accompany the officer, employees, agents or representatives of such Seller Indemnitees in providing access to the Books and Records, the Property or the employees of Purchaser (or Purchaser’s manager) as provided in this Section 8.8; and (D) Seller shall defend, indemnify and hold harmless the Purchaser Indemnitees in accordance with such auditors’ ARTICLE XV from 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 against any Indemnification Loss incurred by any Purchaser Indemnitees arising from any examinations, tests, investigations or accountants. If so requested studies of the Property conducted by the SellersSeller Indemnitees, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer its employees, agents or its Representatives representatives pursuant to this Section 5.02(a)8.8. Without limiting the foregoingPurchaser, prior at its cost and expense, shall retain all Books and Records with respect to the Closing, the Buyer shall not conduct, without the prior written consent Hotel for a period of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to five (5) years after the Closing, without . This Section 8.8 shall survive the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerClosing.

Access to Information. (a) From the date hereof until the earlier of (x) the Closing and (y) any termination of this Agreement until the Closing Datepursuant to Section 7.1, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toits officers, directors, employees, auditors and agents to (i) afford the Representatives officers, employees and representatives of the Buyer Purchaser reasonable access, during normal business hours, to the offices, plants, warehouses, properties, Contracts, Tax Returns, books and records and employees of the Business Seller, and (ii) furnish to the Representatives officers, employees and representatives of the Buyer Purchaser such additional financial and operating data and other information regarding the Business or the Transferred Assets operations of Seller as the Buyer are then in existence and as Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation investigations shall not (i) unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers Seller or any of their Affiliates shall not be obliged or (ii) include any rights to make perform or conduct 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 Phase II environmental or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer other physically destructive testing or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, investigations without the prior written consent of Seller (which consent Seller shall have the Sellersright to withhold or condition in its sole and absolute discretion). All information provided pursuant to this Section 4.3 shall be governed by the terms of the confidentiality agreement in place between Seller and Purchaser and all discussions by Purchaser or its representatives with any employees of Seller shall be coordinated only through Seller’s senior management and such senior management having the right but not the obligation to participate in or monitor such discussions; provided, however, Purchaser and its representatives shall have the right to meet privately with any environmental investigation at any property owned employees and other independent contractors of Seller without Seller’s senior management or leased by any Seller other representatives participating in such meetings to the extent the substance of such meetings do not involve and will be limited to discussions of and negotiations about such individual’s future employment, professional goals, role in the operation future of the Business and future developments of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior notice, the Seller shall cause is officers, employees, agents, representatives, accountants and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall usecounsel, and to the extent a Subsidiary is engaged in the operation of the Business, shall cause their Affiliates to usesuch Subsidiary’s officers, reasonable best efforts to cause each of their respective Representatives directors, employees, agents, representatives, accountants and counsel to, : (i) afford the Representatives officers, employees, agents, accountants, counsel, financing sources and representatives of the Buyer Purchaser reasonable access, during normal business hours, under reasonable circumstances and at mutually agreed locations, to the offices, properties, plants, other facilities, books and records of the Business and the Purchased Assets and to those officers, employees, agents, accountants and counsel of the Seller or its Subsidiaries who have knowledge relating to the Business and the Purchased Assets (ii) furnish to the Representatives officers, employees, agents, accountants, counsel, financing sources and representatives of the Buyer Purchaser such additional financial and operating data and other information (to the extent in the possession of the Seller or any Subsidiary) regarding the Business and the Purchased Assets (or the Transferred Assets legible copies thereof) as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrequest. Notwithstanding anything to the contrary in this Agreement, the Seller shall not be required to provide any such access or disclose any such information to the Purchaser or any such other person if such disclosure would, in the Seller’s discretion (after consultation with outside counsel), (i) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable Laws. Nothing contained hereinin this Agreement shall be construed to give to the Purchaser, directly or indirectly, any rights to control or direct the operations of the Seller or Subsidiary in respect of the Business prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerClosing Date.

Access to Information. (a) From the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to useits officers, reasonable best efforts to cause each of their respective Representatives directors, employees, agents, representatives, accountants and counsel to, (i) afford the Representatives of Purchaser and its contemplated Financing Sources and its and their officers, employees, and authorized agents and representatives reasonable access to, and the Buyer reasonable accessright to inspect, during normal business hourswhere applicable, to the officesemployees, propertiespremises, books and records records, Material Contracts, and other data of the Business and the Xxxxxx Group; and (ii) furnish to the Representatives of the Buyer Purchaser and its contemplated Financing Sources and its and their officers, employees, and authorized agents and representatives such additional financial and operating data and other information regarding the Business and the Xxxxxx Group (or the Transferred Assets copies thereof) as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that any such investigation access or furnishing of information shall be conducted at the Purchaser’s expense, during normal business hours, under the supervision of Dow’s personnel and in such a manner as not unreasonably to interfere with any of the businesses or normal operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained hereinin this Agreement, prior to the Closing, without the prior consent of the Sellers, which Seller shall not be unreasonably withheld (and which must be in writing only for contacts required to disclose any information to the Purchaser if, after consultation with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentcounsel, the Buyer and any of its Representatives may continue to contact Seller determines in good faith that such employeedisclosure would, supplier or customer (x) unless such consent explicitly states otherwise jeopardize any attorney-client or other legal privilege; or (y) until contravene any applicable Laws, fiduciary duty or agreement entered into prior to the date of this Agreement. When accessing any of Dow’s properties, the Purchaser and its officers, employees, authorized agents and representatives shall and the Purchaser shall cause its Financing Sources and their officers, employees, and their authorized agents and representatives to comply with all of Dow’s safety and security requirements for the applicable property. The Purchaser agrees to coordinate any requests for access and information from Dow and its personnel employed by Dow in a manner related to the Business and to consolidate any such Seller informs requests so as to minimize any disruption to the Buyer business operations of Dow to the extent reasonably practicable. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be allowed to sample and analyze any soil or groundwater or other environmental media, or any building material, without the express written consent of its Representatives that they the Seller, which may no longer contact be withheld in the sole and absolute discretion of Seller. No investigation by the Purchaser or information made available to, or received by, the Purchaser (whether before or after the date hereof) shall operate as a waiver, update, modification or otherwise affect any of the Purchaser’s rights under this Agreement, including pursuant to Articles VIII, IX and X hereof, or any representation, warranty or agreement of the Seller in this Agreement, nor shall any such employeeinvestigation or information be deemed to amend, supplier update, modify or customersupplement the Seller Disclosure Schedule.

Access to Information. (a) From the date Closing Date until six (6) months after the termination of this Agreement until in accordance with Section 6.1, each of the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsIssuer, the Sellers shall useTransferor and the Servicer, as applicable, will, at any time and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request during regular business hours, on at least five (5) Business Days (or if an Early Redemption Event has occurred, one Business Day) notice to the Issuer, the Transferor or the Servicer, as the case may be, permit the Agent on behalf of the Investors, or their agents or representatives (i) to examine all books, records and documents (including computer tapes and disks) in the possession or under the control of the Issuer, the Transferor or the Servicer, as the case may be, relating to the Receivables (other than names of account holders and Proprietary Information, including strategic plans for the Servicer’s credit card business), including the forms of Credit Card Agreements under which such Receivables arise, (ii) to engage a third-party to perform a loan to file review of the Receivables and (iii) to visit the offices and properties of the Issuer, the Transferor or the Servicer, as applicable, for the purpose of preparing examining such materials described in clause (i) above and observing and discussing collection practices and business and financial prospects generally. Unless an Early Redemption Event has occurred, the Agent and the Investors shall be limited to operate one visit per year, which visit shall be at the Business following Issuer’s, the ClosingTransferor’s or the Servicer’s, as applicable, reasonable cost and expense (and otherwise at the expense of the Investors), in no event to exceed Twenty-Five Thousand and No/100 Dollar ($25,000.00) per annum in the aggregate when combined with any reimbursement amounts due and payable by the Transferor pursuant to Section 2.3(c), unless a first examination indicates material deficiencies and an additional visit is required, in the sole discretion of the Agent; provided, however, that such investigation any visits following the termination of this Agreement shall not unreasonably interfere with any be at the expense of the businesses or operations Agent. In addition, each of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the SellersIssuer, the Buyer shall enter into a customary joint defense agreement Transferor and the Servicer, as applicable, will, instruct its independent accountants and financial advisors to cooperate with the Sellers Agent and such of its agents and representatives in their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives investigation pursuant to this Section 5.02(a4.2(d). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts Any information obtained by the Buyer Agent and the Investors pursuant to this Section 4.2(d) shall be held in confidence by the ordinary course Agent and the Investors in accordance with the provisions of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSection 6.9 hereof.

Access to Information. (a) From the date of this Agreement until the Closing DatePending Closing, WCG shall at all reasonable times and upon reasonable prior notice, and except as determined in good faith to be notice during regular business hours make appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each members of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, its management team available for questions related to the officesproperties, propertiesassets, books and records of the Business and (ii) furnish pertaining to the Representatives of Acquired Entities, the Buyer such additional financial and operating data and other information regarding Acquired Interests, the Business or the Transferred Assets as the Buyer may from time to time Projects which shall be reasonably request available for the purpose of preparing to operate the Business following the Closingexamination and review by Purchaser and its Representatives; provided, however, that such investigation Purchaser’s inspections and examinations shall not unreasonably interfere with any of disrupt the businesses or normal operations of WCG, the Sellers Seller Parties, the Acquired Entities or any of their Affiliatesthe Projects, shall be subject to WCG’s and the Acquired Entities’ safety and security procedures and shall be at Purchaser’s sole cost and expense; and provided, further, that the auditors and accountants of the Sellers or neither Purchaser, nor any of their its Affiliates or Representatives, shall not be obliged to make access the Project sites or conduct 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 intrusive environmental site assessment or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request activities with respect to any information to be provided to the Buyer Acquired Entities or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, properties without the prior written consent of WCG (such consent not to be unreasonably withheld, delayed or denied). For the Sellersperiod ninety (90) days subsequent Purchase and Sale Agreement – WCG to Closing, any environmental investigation WCG shall make available during regular business hours, those employees responsible for providing accounting services to the Acquired Entities, and, at any property owned or leased by any Seller Purchaser’s request, facilitate discussions with the Acquired Entities’ independent auditors, in each case for the operation purpose of answering questions related to the properties, assets, Taxes, and books and records of the BusinessAcquired Entities. WCG shall not, and in no event may however, be required to incur any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or costs in connection with any the provision of such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts services by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerAcquired Entities’ independent auditors.

Access to Information. (a) From Prior to the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford the Representatives of the Buyer give Purchaser and its Representatives, upon reasonable access, advance notice and during normal regular business hours, reasonable access to the officesbooks, propertiesrecords, books personnel, officers and records facilities of the Business (except that Purchaser shall not conduct any environmental sampling or analysis (including the sort customarily referred to as a Phase II Environmental Assessment) without the advance written consent of Seller, and (ii) furnish without executing a customary access and indemnity agreement in respect thereto); provided, however, that any such access shall be conducted in a manner that complies with Section 6.03 and at Purchaser’s expense, at a reasonable time, under the reasonable supervision of Seller’s personnel and in such a manner as to maintain confidentiality and not to interfere with the normal operations of the businesses of Seller and its Subsidiaries. Notwithstanding anything contained in this or any other agreement between Purchaser and Seller executed on or prior to the Representatives date of the Buyer Original Agreement, neither Seller nor any of its Subsidiaries shall have any obligation to make available to Purchaser or its Representatives, or provide Purchaser or its Representatives with, (a) any consolidated, combined or unitary Tax Return filed by Seller or any of its Affiliates or predecessors, or any related material, except to the extent that any such additional financial and operating data and other information regarding Tax Return or related material relates solely to the Transferred Entities, the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to (b) any information if making such information available would (i) reasonably be likely to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent result in a waiver of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling attorney-client or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers tolegal privilege, or customers of (ii) contravene any applicable Law, fiduciary duty or binding agreement (including any confidentiality agreement to which Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives Affiliates is a party) (it being understood that they may no longer contact Seller shall cooperate in any reasonable efforts and requests for waivers that would enable otherwise required disclosure to Purchaser to occur without so jeopardizing privilege or contravening such employeeLaw, supplier duty or customeragreement).

Access to Information. (a) From the date of this Agreement until and after the Closing Date, upon reasonable prior noticeSt. Xxxx shall afford to the Company and its Post-closing Subsidiaries and their respective authorized accountants, counsel and other designated representatives (collectively, "REPRESENTATIVES") reasonable, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges reasonably prompt, access (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, using commercially reasonable best efforts to cause each of their respective Representatives to, (igive access to Persons possessing information) afford the Representatives of the Buyer reasonable access, during normal business hourshours to all data and information that is specifically described in writing (collectively, "INFORMATION") within the possession of St. Xxxx or any Post-closing Subsidiary of St. Xxxx relating to the offices, properties, books and records Company or any Post-closing Subsidiary of the Business Company, insofar as such Information is reasonably required by the Company or such Post-closing Subsidiary including in connection with its preparation of regulatory reports and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; providedfilings, howeverPROVIDED, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates St. Xxxx shall not be obliged to make any work papers available to any Person except in accordance provide information concerning contracts 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such an inception date of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the ClosingJanuary 1, the Buyer shall not conduct, without the prior written consent 2002 other than: (i) copies of the Sellers, any environmental investigation at any property owned or leased underwriting files for contracts that were underwritten by any Seller St. Xxxx Re in the operation of 1997, 1998, 1999, 2000 and 2001 underwriting years and that are within the Business, and Transferred Lines or the Excluded Classes as set forth in no event may any Schedule 11.01; (ii) aggregate loss data for contracts that are within the Transferred Lines or the Excluded Classes upon the Company's representation that such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or information is required in connection with any such properties. Notwithstanding anything its business; and (iii) St. Xxxx will also provide access to the contrary contained herein, underwriting files (but shall not provide copies thereof) for contracts written by St. Xxxx Re within the Transferred Lines or the Excluded Classes in underwriting years prior to 1997 upon the ClosingCompany's representation that it requires access to such information in connection with its business. For greater certainty, without the prior consent of the Sellers, which St. Xxxx shall not be unreasonably withheld required to share any claims information relating to any individual contract having an inception date that is prior to January 1, 2002. Similarly, from and after the Closing Date, the Company shall afford to St. Xxxx, any Post-closing Subsidiary of St. Xxxx and their respective -39- Representatives reasonable access (and which must be including using commercially reasonable efforts to give access to Persons possessing information) during normal business hours to Information within the Company's or any Post-closing Subsidiary of the Company's possession that is specifically described in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue relating to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer St. Xxxx or any Post-closing Subsidiary of its Representatives that they St. Xxxx, insofar as such Information is reasonably required by St. Xxxx or a Post-closing Subsidiary of St. Xxxx. Information may no longer contact such employeebe requested under this Article XI for, supplier without limitation, audit, accounting, claims, litigation (other than any claims or customerlitigation between the parties hereto or their Subsidiaries) and tax purposes, as well as for purposes of fulfilling disclosure and reporting obligations and for performing this Agreement and the transactions contemplated hereby.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, each Seller and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable accessCompany will, during normal business hours, (i) give the Purchaser and its authorized representatives reasonable access to the officesfacilities and Properties and all books, propertiesrecords, books offices and records other facilities and properties of the Business and such Company, (ii) furnish permit Purchaser to make such inspections thereof as Purchaser may reasonably request, including the Representatives performance of sampling and testing of facilities, soils and other substances, (iii) give the Purchaser the opportunity to discuss the business of the Buyer Companies with such additional officers, directors, accountants, consultants and counsel of the Companies as the Purchaser deems reasonably necessary or appropriate for the purpose of familiarizing itself with the Companies and Properties and (iv) cause its employees to furnish Purchaser with such financial and operating data and other information regarding with respect to the Business or the Transferred Assets business and properties of such Company as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Businessbusiness of such Company. Except for the representations and warranties contained in this Agreement, each Seller and in each Company makes no event may warranty or representation of any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything kind as to the contrary books and records or any information contained hereintherein or the completeness thereof. Purchaser agrees that any conclusions drawn from the books and records shall be the result of its own independent review and judgment. From the Closing Date for a period of three (3) years thereafter, Purchaser will provide Sellers with reasonable access during regular business hours to inspect and/or copy all books, records, operating data and other information generated or obtained by the Companies prior to the Closing, without Closing Date and pertaining to the prior consent operation of the SellersCompanies, which shall not as may be unreasonably withheld (and which must be in writing only reasonably necessary for contacts with suppliers the Sellers to conduct or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of tend to their business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customeraffairs.

Access to Information. (a) From After the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useBuyer shall, and shall cause their its Affiliates to use, reasonable best efforts to cause each of their respective Representatives (including the Acquired Companies) to, preserve, in accordance with and until such date as may be required by, Buyer’s, or its applicable Affiliates’ standard document retention policies (ibut for not less than six (6) afford years from the Representatives of the Buyer reasonable accessClosing Date or such later date as may be required by applicable Law), during normal business hours, to the offices, properties, all pre-Closing Date books and records of the Business Acquired Companies other than, with respect to HLI, books (or portions thereof), records (or portions thereof), personnel, officers and (ii) furnish other facilities and properties to the Representatives of the Buyer such additional financial extent relating to Unrelated HLI Assets or Unrelated HLI Liabilities and operating data and other information regarding the Business possessed or the Transferred Assets as the controlled by such Person. During such period, upon any reasonable request from Seller or its Representatives, Buyer may from time or any of its Affiliates holding such books and records shall (a) provide to time reasonably request for the purpose of preparing Seller or its authorized Representatives reasonable access to operate the Business following the Closingsuch books and records during normal business hours; provided, however, that such investigation access shall not unreasonably interfere with any the conduct of the businesses business of Buyer or operations of the Sellers or any of their Affiliates; its Affiliates holding such books and provided, further, that the auditors records and accountants of the Sellers or any of their Affiliates shall not be obliged (b) permit Seller to make any work papers available copies of such books and records, in each case, at no cost 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 Seller or its Representatives (other than for reasonable out-of-pocket expenses). Nothing herein shall require Buyer or its Affiliates to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to disclose any information to be Seller if such disclosure would jeopardize any attorney-client privilege, the work product immunity or any other legal privilege or similar doctrine or contravene any applicable Law, Governmental Order or any fiduciary duty (it being understood that Buyer and its Affiliates shall (i) cooperate with any requests for, and use their reasonable best efforts to obtain, any waivers, and (ii) use their reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case, that would enable otherwise required disclosure to Seller or its Representatives to occur without so jeopardizing privilege or contravening such applicable Law, Governmental Order or fiduciary duty or agreement) or (except as provided to the in Section 10.04) require Buyer or its Representatives pursuant Affiliates to disclose its Tax records (except for Tax records of, or with respect to, the Acquired Companies) or any personnel or related records. Such books and records may be requested under this Section 5.02(a)8.01 for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Seller or its Affiliates or other similar purpose. Without limiting Notwithstanding the foregoing, prior upon the expiration of such retention period, any and all such books and records may be destroyed by Buyer if Buyer sends to Seller written notice of its intent to destroy such books and records, specifying in reasonable detail the Closingcontents of the books and records to be destroyed; such books and records may then be destroyed after the sixtieth (60th) day following such notice unless Seller notifies Buyer that Seller desires to obtain possession of such books and records, the in which event Buyer shall not conduct, without transfer the prior written consent books and records to Seller and Seller shall pay all reasonable out-of-pocket expenses of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or Buyer in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customertherewith.

Access to Information. (a) From Until the date of Closing or until this Agreement until is earlier terminated, Seller shall afford to the Closing Dateofficers, upon reasonable prior noticeemployees, agents and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges authorized representatives of Buyer (including the attorney-client privilegeindependent public accountants, financial advisors and attorneys) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hours, upon reasonable advance written notice, to the offices, propertiesproperties and business, books tax and accounting records (including computer files, retrieval programs and similar documentation) of the Business and other records and documents relating to the Purchased Assets and Assumed Liabilities to the extent Buyer shall reasonably deem necessary in connection with the Transaction (iiincluding with respect to any assessment of the Estimated Closing Statement and the Estimated Closing Working Capital delivered by Seller pursuant to Section 1.5(a)) and shall furnish to the Representatives of the Buyer or its authorized representatives such additional financial information relating to the Purchased Assets and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time shall be reasonably request for the purpose of preparing to operate the Business following the Closingrequested; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates Seller shall not be obliged required to make violate any work papers available obligation of confidentiality 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer which Seller or its Representatives Affiliates are subject or applicable Law in discharging its obligations pursuant to this Section 5.02(a)5.3 and provided, further that Buyer and its authorized representatives shall not conduct environmental sampling or testing of any kind without the written permission of Seller. Without limiting Buyer agrees that such investigation shall be conducted in such a manner as not to unreasonably interfere with the foregoingoperations of Seller and its Affiliates, prior and Buyer and its representatives shall not speak to any of the employees, customers, distributors, or suppliers of Seller and its Affiliates on matters related to the Closing, acquisition of the Buyer shall not conduct, Business without the prior written consent of the SellersGeneral Counsel or Vice President-Business Development of Seller, and any environmental investigation at any property owned or leased by any Seller such permitted communications shall be made in the operation presence of the Business, and in no event may any such environmental a designated representative of Seller. No review or investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the by Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except representatives pursuant to this Section 5.3 shall affect the representations and warranties made by Seller pursuant to this Agreement or the remedies of Buyer for contacts by the Buyer in the ordinary course breaches of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer those representations and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerwarranties.

Access to Information. (a) From Subject to Section 5.6 and applicable Law, prior to the earlier of the Closing Date and the date of on which this Agreement until the Closing Dateis terminated pursuant to ARTICLE VII, upon reasonable prior noticewritten notice by Buyer and solely for purposes of the consummation of the transactions contemplated by this Agreement, Seller shall afford Buyer and Buyer’s Representatives reasonable access during normal business hours to the officers, directors, employees, agents, properties, offices and other facilities (including the Rolling Mill Real Property) and the books and records of the Company (including, for the avoidance of doubt, by maintaining Buyer’s and its Representatives’ access to the Project Knight online data room), Seller and the Rolling Mill Affiliates (solely with respect to the Rolling Mill Business), and except shall furnish Buyer, at Buyer’s expense, with such existing financial, operating and other data and information with respect to the Rolling Mill Business, as determined Buyer may reasonably request in good faith writing. In exercising its rights hereunder, Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the Rolling Mill Business prior to Closing. Buyer acknowledges and agrees that any contact by Buyer and its agents and Representatives with officers, employees or agents of the Company hereunder shall be appropriate to ensure compliance arranged and supervised by Seller, unless Seller otherwise expressly consents in writing with any applicable Laws and subject respect to any applicable privileges specific contact. Notwithstanding anything to the contrary set forth in this Agreement, neither Seller nor any of its Affiliates (including the Company) shall be required to disclose to Buyer or any agent or Representative thereof any (i) information if doing so could reasonably be expected to (A) violate any Contract or Law to which Seller or any of its Affiliates (including the Company) is a party or is subject, (B) result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives towork product privileges), (iC) afford upon a written opinion of counsel, result in the Representatives disclosure of the Buyer reasonable access, during normal business hours, any competitively sensitive information of Seller or of any of its Affiliates unrelated to the offices, properties, books and records of the Rolling Mill Business or that would violate any Law or (D) breach a confidentiality or other obligation to a Third Party and (ii) furnish consolidated, combined, affiliated or unitary Tax Return which includes Seller or any of its Affiliates or any Tax-related work papers, except, in each case, for materials that relate solely to the Representatives of Company, the Buyer such additional financial and operating data and other information regarding the Rolling Mill Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 accountantsRolling Mill Assets. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting Notwithstanding the foregoing, prior to the Closing, the Buyer shall not conduct, have no right to perform or conduct any environmental sampling or other invasive environmental investigation on or about any portion of the Rolling Mill Real Property (or any other real property) without the prior written consent of the SellersSeller (which consent shall not be unreasonably withheld, any environmental investigation at any property owned conditioned or leased by any Seller in the operation of the Businessdelayed). It is further agreed that, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything subject to the contrary contained hereinSection 5.16(b), prior to the Closing, Buyer shall not (and shall cause its Representatives not to) contact any of the employees, customers, distributors, vendors or suppliers of Seller or its Affiliates (including the Company) in connection with the transactions contemplated by this Agreement, whether in person or by telephone, mail or other means of communication, without the specific prior written consent of the Sellers, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed). Prior to the Closing, Buyer shall not (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of shall cause its Representatives not to) use any information obtained pursuant to this Section 5.7 for any purpose unrelated to the transactions contemplated by this Agreement. Promptly following the Closing, Seller shall contact any employees ofdeliver to Buyer a CD, suppliers to, USB flash drive or customers similar electronic media containing the contents of any Seller or its Affiliates, except for contacts by the Buyer in online data room as of the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer date hereof and any of its Representatives may continue additional content uploaded prior to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerClosing.

Access to Information. (a) From the date of this Agreement Execution Date until the Closing Date, and otherwise subject to the limitations, restrictions and exceptions provided in Sections 2.08(c) hereof, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers Seller shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the make available to Buyer reasonable access, during normal business hours, access to the offices, properties, books and records of Seller related to the Business Acquired Assets and Assumed Liabilities; (ii) furnish make available to the Representatives of the Buyer such additional financial and operating data and other information regarding relating to the Business or the Transferred Assets as the Buyer may from time to time reasonably request and Seller may have, (iii) to the extent not otherwise available under this Section 6.02, allow Buyer reasonable access to Seller’s senior executive officers for Buyer’s reasonable investigation of the purpose of preparing to operate Business, and (iv) abide by the Business following the Closingterms set forth in Section 2.08 hereof; provided, however, that any such investigation access or furnishing of information shall be conducted during normal business hours upon reasonable notice to Seller, under the supervision of Seller’s personnel or designees in such a manner as to not unreasonably interfere with any the conduct of the businesses Business or the normal operations of the Sellers Seller or any of their Affiliates; its Affiliates and providedat Buyer’s sole cost and expense, further, except that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conductcompensate Seller for any payment made by Seller for the time or reasonable travel, without the prior written consent lodging or meal expenses of the SellersSeller’s executives, any environmental investigation at any property owned employees, agents or leased by any Seller representatives in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrelation thereof. Notwithstanding anything to the contrary contained hereinin this Agreement, prior to the Closing, without the prior consent of the Sellers, which Seller shall not be unreasonably withheld required at any time to disclose any information to Buyer (and which must be 1) that is, in writing only for contacts Seller’s sole discretion, confidential, including, without limitation, any information regarding other bids, bidders or analysis or advice with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers torespect thereto, or customers of (2) if such disclosure would (A) in Seller’s sole discretion jeopardize any Seller applicable privilege, including attorney-client privilege or its Affiliateswork-product privilege, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (yB) until such Seller informs the Buyer or contravene any of its Representatives that they may no longer contact such employee, supplier or customerduty imposed by applicable laws.

Access to Information. (a) From To the extent permitted by Law, between the date of this Agreement until and the Closing Date, Seller will, during ordinary business hours and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford give Buyer and Buyer’s Representatives reasonable access to the Representatives Purchased Assets and those of its properties, contracts and records used principally in the Buyer reasonable access, during normal business hoursBusiness or principally related to the Purchased Assets, to which Seller has the officesright to grant access without the consent of any other Person (and in the case where consent of another Person is required, properties, books only on such terms and records of the Business and conditions as may be imposed by such other Person); (ii) permit Buyer to make such reasonable inspections thereof (including but not limited to surveys thereof) as Buyer may reasonably request; (iii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding with respect to the Business or the Transferred Assets as the Buyer may from time to time reasonably request; (iv) grant Buyer access to such officers and employees of Seller as Buyer may reasonably request for the purpose of preparing to operate in connection with obtaining information regarding the Business following or the ClosingPurchased Assets, including with respect to any environmental matters, regulatory matters and financial information; (v) furnish Buyer with copies of surveys, legal descriptions of real property and easements, contracts, leases and other documents with respect to the Purchased Assets in Seller’s possession and reasonable control; (vi) furnish Buyer with a copy of each material report, schedule, or other document principally relating to the Business filed by Seller with, or received by Seller from, any Governmental Entity; and (vii) furnish Buyer all information concerning the Business Employees or Covered Individuals as reasonably requested; provided, however, that (A) any such investigation shall not unreasonably interfere with will be conducted, and any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 officers and employees of Seller will be exercised, in form and substance reasonably acceptable such a manner as not to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement interfere unreasonably with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the BusinessBusiness or any other Person, (B) Buyer will indemnify and in no event may hold harmless Seller from and against any such environmental investigation include Losses caused to Seller by any sampling action of Buyer or Buyer’s Representatives while present on any of the Purchased Assets or other intrusive investigation premises to which Buyer is granted access hereunder (including restoring any of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything the Real Property to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.condition substantially equivalent

Access to Information. (a) From the date of this Agreement until the Closing DateSeller shall afford to Purchaser reasonable access, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, notice during normal business hours, consistent with applicable Law and in accordance with the reasonable procedures established by Seller, during the period prior to the officesClosing, to the properties, books books, Contracts, records and records personnel of the Business Seller and (ii) furnish its Subsidiaries to the Representatives of extent related to the Buyer such additional financial Business, the Purchased Assets and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingTarget Entities; provided, however, that (i) neither Seller nor any of its Affiliates shall be required to violate any obligation of confidentiality to which it or any of its Affiliates may be subject in discharging their obligations pursuant to this Section 5.4(a) (provided that, if and to the extent practicable, Seller shall use reasonable best efforts to otherwise make appropriate alternative disclosure arrangements in a manner that would not reasonably be expected to violate such investigation obligation of confidentiality); (ii) Seller shall make available, or cause its Subsidiaries to make available, Business Service Provider personnel files only after the Closing Date and, with respect to any Business Service Providers, if and when Purchaser provides Seller with notice that the applicable Business Service Providers have provided Purchaser with a release permitting transfer of those files (provided that Seller shall not unreasonably interfere with make, or cause to be made, available medical records, workers compensation records or the results of any drug testing; and that Purchaser shall indemnify and hold Seller and its Affiliates (including the other Seller Entities) and their respective Affiliates harmless from any Liabilities arising out of or relating to the businesses transfer of such personnel files); and (iii) prior to the Closing Date, Purchaser shall not conduct any Phase II Environmental Site Assessment or operations conduct any invasive testing or any sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the Sellers Owned Real Property or the Transferred Leased Property, or any other property of Seller, the other Seller Entities, the Target Entities or any of their respective Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From In addition to the date of this Agreement until rights granted by Sections 6.1(b), (c) and (d), between the Effective Date and the Closing Date, Seller will, and will use Commercially Reasonable Efforts to cause NMC to, during ordinary business hours, upon reasonable prior notice, notice and except as determined in good faith subject to be appropriate to ensure compliance with any all applicable NRC rules and regulations and other applicable Laws and subject to any applicable privileges (including approval in advance by the attorney-client privilegeSeller's Agent(s) and contractual confidentiality obligations, the Sellers which approval shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, not be unreasonably withheld or delayed (i) afford give Buyer and Buyer's Representatives reasonable access to all management personnel engaged in the Representatives operation of the Buyer reasonable accessIncluded Assets and all books, during normal business hoursdocuments, to records, plants, offices and other facilities and properties constituting the offices, properties, books and records of the Business and Included Assets; (ii) permit Buyer to make such reasonable inspections thereof as Buyer may reasonably request; (iii) furnish to the Representatives of the Buyer with such additional financial and operating data and other information regarding with respect to the Business or Included Assets and the Transferred Assets Palisades Employees and the Big Rock ISFSI Employees as the Buyer may from time to time reasonably request for request; (iv) furnish Buyer a copy of each report, schedule or other document filed or received by it since the purpose of preparing date hereof with respect to operate the Business following Included Assets with the ClosingNRC, FERC or any other Governmental Authority having jurisdiction over the Included Assets; provided, however, that (A) any such investigation shall be conducted in such a manner as not to interfere unreasonably interfere with any the operation of the businesses or operations of the Sellers or any of their Affiliates; and providedIncluded Assets, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Seller shall not be obliged required to make take any work papers available action which would constitute a waiver of the attorney-client privilege, and (C) Seller need not supply Buyer with any information that Seller is legally prohibited from supplying. Seller will use its Commercially Reasonable Efforts to any Person except cause NMC to provide Buyer or Buyer's Representatives with access to the Transferred Employee Records that it has, but Seller shall not be required to provide or cause to be provided access to other employee records or medical information unless required by Law or specifically authorized by the affected employee. Notwithstanding anything in accordance with such auditors’ and accountants’ normal disclosure procedures and then this Section 6.2 to the contrary, Seller shall only after such Person has signed a customary agreement relating provide or cause to be provided such access to work papers in form Transferred Employee Records and substance reasonably acceptable personnel and medical records as is permitted by Law or required by legal process or subpoena. In addition, Seller will use Commercially Reasonable Efforts to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect cause NMC to any information to be provided to the provide Buyer or its Buyer's Representatives pursuant with access to this Section 5.02(a)NMC personnel engaged in the supervision, operation, maintenance or otherwise supporting the Included Assets. To the extent not prohibited by applicable Law, Seller shall cause NMC to deliver in a timely manner to Buyer all documents, electronic files and records in a format sufficient (as reasonably determined by Buyer) to facilitate the anticipated Closing. Without limiting the generality of the foregoing, four (4) weeks prior to the Closinganticipated Closing Date, the (A) Seller shall provide, or cause NMC to provide, to Buyer shall not conduct, without the prior written consent a list of the SellersPalisades Employees and Big Rock ISFSI Employees anticipated to become Transferred Employees, any environmental investigation at any property owned or leased by any and (B) Seller in shall cooperate, and shall cause NMC to cooperate, with Buyer to enable Buyer to document the operation transfer of the Business, Transferred Employees according to Buyer's or Buyer's Affiliate's standard practices and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customeremployment prerequisites.

Access to Information. (a) From After Closing, Purchaser shall provide to the date officers, employees, agents and representatives of this Agreement until the Closing Date, upon Seller Indemnitees reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives access to, : (i) afford the Representatives of the Buyer reasonable access, during normal business hours, Books and Records with respect to the offices, properties, books and records of the Business and Property; (ii) furnish the Property; and (iii) the employees at the Property, for any purpose that is commercially necessary, including, without limitation, to the Representatives prepare any documents required to be filed by Seller, Operating Tenant or any of the Buyer such additional financial their Affiliates under Applicable Law or to investigate, evaluate and operating data and defend any claim, charge, audit, litigation or other information regarding the Business proceeding made by any Person or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose insurance company involving Seller, Operating Tenant or any of preparing to operate the Business following the Closingtheir Affiliates; provided, however, that such investigation (A) Seller Indemnitees shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and providedprovide reasonable prior written notice to Purchaser, further, that the auditors and accountants of the Sellers or any of their Affiliates (B) Purchaser shall not be obliged required to make any work papers available provide such access during non-business hours, (C) Purchaser shall have the right to any Person except accompany the officer, employees, agents or representatives of Seller Indemnitees in providing access to the Books and Records, Property or employees of Purchaser (or Purchaser’s manager) as provided in this Section 8.9, and (D) Seller shall defend, indemnify and hold harmless Purchaser Indemnitees in accordance with such auditors’ ARTICLE XV from 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 against any Indemnification Loss incurred by Purchaser Indemnitees arising from any examinations, tests, investigations or accountants. If so requested studies of the Property conducted by the SellersSeller Indemnitees or Seller’s employees, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer agents or its Representatives representatives pursuant to this Section 5.02(a)8.9. Without limiting Purchaser, at its cost and expense, shall retain all Books and Records with respect to each Property purchased by Purchaser pursuant to this Master Purchase and Sale Agreement for a period of seven (7) years after the foregoingClosing Date. This Section 8.9 shall survive the initial Closing and all subsequent Closings hereunder, prior to as well as the Closing, the Buyer shall not conduct, without the prior written consent termination of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, this Master Purchase and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSale Agreement.

Access to Information. (a) From Between the date Execution Date and the Closing or the earlier termination of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsAgreement, the Sellers shall useshall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives the Company and its Subsidiaries to, (i) afford the Representatives of to the Buyer and its representatives reasonable access, during normal business hours, access to the offices, all of its properties, books books, Contracts and records of the Business and records, (ii) furnish to the Representatives Buyer all information concerning the properties, books, Contracts, records and personnel of the Company and its Subsidiaries as Buyer such additional financial may reasonably request (including the work papers of the Company’s independent accountants upon receipt of any required consent from the Company’s independent accountants), and operating data and other information regarding (iii) instruct the Business or the Transferred Assets as Company’s representatives to cooperate with the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingand its representatives in Buyer’s reasonable investigation; provided, however, that such investigation shall not unreasonably interfere with the Company and/or the relevant Subsidiary may restrict the foregoing access to the extent that, in the Company’s sole discretion, (A) any of Law requires the businesses Company and/or the relevant Subsidiary to restrict or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers available prohibit access to any Person except in accordance with such auditors’ and accountants’ normal properties or information, (B) the disclosure procedures and then only after of 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives representatives would violate confidentiality obligations owed to a third party and such confidentiality obligations were in effect prior to the execution and delivery of this Agreement and/or such confidentiality obligations arose prior to Closing, (C) it would cause significant competitive harm to Sellers, the Company, any of its Subsidiaries and their respective businesses if the Contemplated Transactions are not consummated, or (iv) it would jeopardize any attorney-client or other privilege. Any investigation pursuant to this Section 5.02(a)6.02(a) shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of the Company and/or the relevant Subsidiary. Without limiting the foregoing, prior Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersCompany, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentof, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Company or any of its Representatives that they may Subsidiaries, and Buyer shall have no longer contact such employee, supplier right to perform invasive or customersubsurface investigations of the Leased Real Property. The rights to access information as provided in this Section 6.02 shall apply mutatis mutandis to the Company (as the entitled party) in respect of the Buyer.

Access to Information. (a) From Subject to applicable Law, during the period commencing on the date hereof and ending at the earlier of the Effective Time and the termination of this Agreement until in accordance with Section 7.1, the Closing DateCompany will, and will cause each of its Subsidiaries to, upon reasonable prior noticewritten notice of the Parent, permit the Parent and its Representatives and Financing Sources to have (at the Parent’s expense) reasonable access at all reasonable times, and except in a manner so as determined in good faith not to be appropriate to ensure compliance interfere with any applicable Laws the normal business operations of the Company and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hoursits Subsidiaries, to the officesofficers and senior management, propertiesthe premises, books agents, customers, suppliers, books, records, and records Contracts of the Business and (ii) furnish or pertaining to the Representatives Company and any of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets its Subsidiaries as the Buyer Parent may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingin writing; provided, however, that such investigation shall the Parent will not unreasonably interfere with any have access to (i) individual performance or evaluation records or medical histories, (ii) information that is subject to attorney-client privilege or other privilege, or (iii) information that in the opinion of the businesses or operations Company would result in a breach of a Contract to which the Sellers Company or any of their Affiliatesits Subsidiaries are bound, or (vi) information related to the Company’s sale process; provided, further, that such access will comply with all applicable Laws and all applicable real property leases regarding the premises and shall not include any intrusive testing or environmental sampling of any kind; provided, further, however, that no such access shall affect the representations, warranties, covenants or agreements of the parties (or the remedies with respect thereto) or the conditions to the obligations of the parties under this Agreement; provided, further, that the auditors Parent shall not discuss any proposed employment arrangements or equity investments in the Parent with the officers and accountants senior management of the Sellers or any Company until after the 15th day from the date hereof; provided, further, that if (i) the Board of their Affiliates Directors receives a bona fide written Alternative Proposal within 15 days of the date of this Agreement and (ii) the Person making such Alternative Proposal agrees to be bound by the same obligations by which the Parent is bound under this proviso and the immediately preceding proviso, then the Parent shall not be obliged to make discuss any work papers available to any Person except proposed employment arrangements or equity investments 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement Parent with the Sellers officers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent senior management of the Sellers, any environmental investigation at any property owned or leased by any Seller in Company until the operation earlier of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless the termination or withdrawal of such consent explicitly states otherwise Alternative Proposal or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer31st day from the date hereof.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useshall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives the Acquired Companies to, during ordinary business hours and upon reasonable advance written notice (i) afford the give Purchaser and its Representatives of the Buyer reasonable access, during normal business hours, access to the officespersonnel, propertiesassets, facilities and books and records of each of the Business Acquired Companies and (ii) furnish permit Purchaser and its Representatives to the Representatives of the Buyer make such additional financial and operating data and other information regarding the Business or the Transferred Assets reasonable inspections thereof as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that (A) any such investigation inspection shall be conducted in such a manner as not unreasonably to materially interfere with any of the businesses or operations of the Sellers Sellers, the applicable Acquired Company or any other member of their Affiliatesthe Seller Group, and (B) neither Sellers nor an Acquired Company shall be required to take any action which would constitute or result in a waiver of its attorney-client privilege or violate any Contract or applicable Law; and provided, further, that if any event set forth in clauses (A) and (B) in the auditors and accountants of foregoing proviso would be reasonably likely to occur, the Sellers or shall collaborate with Purchaser in good faith to make alternative arrangements to allow for such inspection in a manner that does not result in such event. Purchaser shall indemnify and hold harmless Sellers from and against any of Losses incurred by Sellers, their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of its or their Affiliates as they request with respect to any information to be provided Representatives to the Buyer extent resulting from any action of Purchaser or its Representatives pursuant while present on any premises to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertieswhich Purchaser is granted access hereunder. Notwithstanding anything in this Section 4.2(a) to the contrary contained hereincontrary, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless Purchaser shall not have access to personnel records if such consent explicitly states otherwise or access could, in the applicable Seller’s good-faith judgment, violate applicable Law, including the Health Insurance Portability and Accountability Act of 1996, and (y) until such Seller informs any inspection relating to environmental matters by or on behalf of Purchaser shall be strictly limited to visual inspections and site visits commonly included in the Buyer scope of “Phase 1” level environmental inspections, and Purchaser shall not have the right to collect any air, soil, surface water or ground water samples or perform any invasive or destructive air sampling on, under, at or from any of its Representatives that they may no longer contact such employee, supplier or customerthe Real Property.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateFirst Closing, upon reasonable prior noticein the case of Smooth Bourbon, and except as determined the Second Closing, in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationscase of Nugget Sparks, the Sellers shall useSeller shall, and shall cause their Affiliates to useeach Company, reasonable best efforts to cause each of their respective Representatives as applicable, to, (ia) afford Buyer and its Representatives, upon reasonable advance notice, reasonable access to and the right to inspect all of the Real Property, properties, assets, premises, books and records, Contracts and other documents and data related to such Company; (b) furnish Buyer and its Representatives with such financial, operating and other data and information related to such Company as Buyer and its Representatives may reasonably request; and (c) instruct the Representatives of the Seller and each such Company to reasonably cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingCompany Entities; provided, however, that such investigation nothing in this Agreement shall not unreasonably interfere require Seller or any Company Entity to, and neither Seller nor any Company Entity shall have any obligation to (until the Second Closing), provide Buyer with any information (A) in the Players Club database of the businesses either Company Entity, other than mutually agreed upon aggregated and de-identified information, or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 (B) guest party information relating to such access to work papers in form and substance reasonably acceptable to such auditors group room reservations or accountantssimilar booking arrangements or commitments. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Any investigation pursuant to this Section 5.02(a). Without limiting 5.02 shall be conducted in such manner as not to interfere unreasonably with the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent conduct of the Sellers, any environmental investigation at any property owned business of Seller or leased by any Seller in the operation of the Businesseither Company, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (all requests by Buyer and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any for information and access hereunder will be coordinated through Seller or its Affiliates, except for contacts Seller’s designee. All information acquired by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employeeunder this Agreement will be subject to the terms and conditions of the Confidentiality Agreement. Buyer agrees to be bound by the Confidentiality Agreement in the same manner as Guarantor with respect to all matters relating to this Agreement, supplier including the disclosure by Seller of any information to Buyer or customerits Representatives of any information regarding Seller, the Company Entities or their respective businesses or assets. From the date hereof until the First Closing, Seller shall cooperate with Buyer at Buyer’s expense to obtain an update to any of the Surveys.

Access to Information. (a) From the date hereof until the Effective Time (or termination of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsAgreement), the Sellers Company shall usegive Parent, its counsel, financial advisors, auditors and shall cause their Affiliates to use, other authorized Representatives full access at reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, times to the offices, properties, permits, files, books and records of the Business Company and (ii) its Subsidiaries, will furnish to the Parent, its counsel, financial advisors, auditors and other authorized Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer such Persons may from time to time reasonably request and will instruct the Company's employees, counsel and financial advisors to cooperate with Parent in its investigation of the operations, business and/or properties of the Company and its Subsidiaries, including in connection with any environmental assessment or assessments (which may include visual and physical inspections and testing); provided that no investigation pursuant to this Section shall affect any representation or warranty given by the Company to Parent hereunder and nothing herein shall require the Company or any of its Subsidiaries to disclose any information that would cause a violation of law or any confidentiality agreement in effect as of the date of this Agreement. All nonpublic information provided to, or obtained by, Parent in connection with the transactions contemplated hereby shall be "Evaluation Material" for purposes of the purpose Confidentiality Agreement previously executed by or on behalf of preparing to operate Parent and the Business following Company (the Closing"Confidentiality Agreement"); provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding notwithstanding anything to the contrary contained hereinin the Confidentiality Agreement or this Agreement, nothing shall prohibit Parent or Merger Subsidiary from including, after prior to consultation with the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller Company or its AffiliatesRepresentatives, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentSchedule TO, the Buyer Offer to Purchase, the other Tender Offer Documents or the Proxy Statement, any information that is required by law to be disclosed therein in connection with the purchase of Shares or the solicitation of proxies in connection with the Offer and any of its Representatives may continue to contact such employeethe Merger, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerrespectively.

Access to Information. (a) From Between the date of this Agreement until and the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including Sellers will cause the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable accessCompanies, during normal business hours, to (i) give Purchaser and its authorized representatives reasonable access to the officesfacilities and Properties and all books, propertiesrecords, books offices and records other facilities and properties of the Business and Companies, (ii) furnish permit Purchaser to make such inspections thereof as Purchaser may reasonably request, including the Representatives performance of sampling and testing of facilities, soils and other substances, (iii) give Purchaser the opportunity to discuss the business of the Buyer Companies with such additional officers, directors, accountants, consultants and counsel of the Companies as Purchaser deems reasonably necessary or appropriate for the purpose of familiarizing itself with the Companies and Properties and (iv) cause its employees to furnish Purchaser with such financial and operating data and other information regarding with respect to the Business or business and properties of the Transferred Assets Companies as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that any such investigation shall be conducted in such a manner as not to interfere unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Businessbusiness of the Companies. Except for the representations and warranties contained in this Agreement, and in each Seller makes no event may warranty or representation of any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything kind as to the contrary books and records or any information contained hereintherein or the completeness thereof. Purchaser agrees that any conclusions drawn from the books and records shall be the result of its own independent review and judgment. From the Closing Date for a period of three (3) years thereafter, Purchaser will provide Sellers with reasonable access during regular business hours to inspect and/or copy all books, records, operating data and other information generated or obtained by the Companies prior to the Closing, without Closing Date and pertaining to the prior consent operation of the SellersCompanies, which shall not as may be unreasonably withheld (and which must be in writing only reasonably necessary for contacts with suppliers the Sellers to conduct or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of tend to their business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customeraffairs.

Access to Information. (a) From Each Seller shall, during the date of this Agreement until period commencing on the Signing Date and ending on the Closing Date, furnish or cause to be furnished to Buyers and their Representatives, at reasonable times and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable such access, during normal business hours, to the officesAssets, propertiesincluding the Real Property, books as Buyers from time to time reasonably request, all in accordance with Section 5.7, and records with due regard to minimizing disruption of the conduct of the Business, (ii) such access to the books, accounts, records, Assumed Contracts and other information and data (including data in the possession of such Seller’s respective independent public accountants) of the Business as Buyers from time to time reasonably request and (iiiii) furnish provided that there is no undue interference with their job duties, such access to the Sellers’ officers, managers, directors, employees, store managers, territory managers, agents and Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may Buyers from time to time reasonably request for such purposes as Buyers deem reasonably necessary in connection with the purpose consummation of preparing the transactions contemplated by this Agreement, which purposes may include interviewing employees prior to operate the Business following the Closingmaking offers of employment to any such employees, consistent with Section 6.4; provided, however, that such investigation any environmental investigation, testing, sampling or analysis shall be conducted in accordance with the terms of, and subject to the limitations set forth in, Section 5.5. Notwithstanding the foregoing or anything contained herein to the contrary, Buyers and their authorized Representatives shall not unreasonably interfere with be permitted or entitled to examine any materials without Sellers’ prior written consent, if either (A) such materials are protected by the attorney-client privilege, work product doctrine or other similar privilege or doctrine and such examination could, in Sellers’ opinion based on advice of counsel, cause the businesses loss of such privilege or operations protection or (B) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to the Signing Date, except that Sellers shall use commercially reasonable efforts to provide such materials in a manner that does not cause the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement; provided that, for the avoidance of doubt, the final determination whether, after the use of commercially reasonable effort, disclosure could result in a the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement shall be determined by Sellers in their reasonable discretion. All investigations and due diligence conducted by Buyers or any of their Affiliates; Representatives shall be coordinated with Sellers, and provided, further, that Sellers shall authorize and direct the auditors and accountants appropriate representatives of Sellers to cooperate with Buyers in their investigation of the Sellers or any of their Affiliates 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. If so requested by the SellersBusiness and, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided subject to the Buyer or its restrictions herein contained, to discuss matters involving Business of Sellers as the case may be, with Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerBuyers.

Access to Information. (a) From After the date of this Agreement until the Closing Datehereof, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any existing confidentiality restrictions and to applicable privileges (including law, Seller shall afford to the attorney-client privilege) officers, employees and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each authorized representatives of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hours, upon reasonable advance notice, to the offices, properties, books properties and business and financial records of the Business Companies to the extent Buyer shall reasonably deem necessary or desirable and (ii) shall furnish to the Representatives of the Buyer or its authorized represen tatives such additional financial and operating data and other information regarding concerning the Business or the Transferred Assets Companies as the shall be reasonably requested. Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, agrees that such investigation shall be conducted in a manner that shall not interfere unreasonably interfere with any of the businesses or personnel and operations of the Sellers Companies or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates Seller. All Buyer requests for such access 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 made to such representatives of Seller as Seller shall designate, who shall be solely responsible for coordinating all such requests and all such access to work papers in form hereunder. It is further understood and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellersagreed that neither Buyer nor its representatives shall contact any employees, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoingcustomers, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling suppliers or other intrusive investigation associates or Affiliates of air, surface water, groundwater, soil Seller or anything else at or the Companies in connection with the transactions contemplated hereby, in any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closingmanner whatsoever, without the prior consent authorization of the Sellers, such representatives of Seller as Seller may designate (which authorization shall not be unreasonably withheld (or delayed). If, as of the date hereof or at anytime hereafter up to and which must be in writing only for contacts with suppliers including the Closing Date, Buyer or customers)its officers, neither the Buyer nor employees or authorized representatives discover any of its Representatives shall contact any employees of, suppliers to, or customers breach of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer warranty or any inaccuracy of its Representatives any representation contained in this Agreement, Buyer covenants that they may no longer contact such employee, supplier or customerit will promptly so inform Seller in writing.

Access to Information. (a) From Subject to Section 5.4, until the date earlier of the Closing and the termination of this Agreement until in accordance with the Closing Dateterms of ARTICLE VII, upon reasonable prior notice, each of Seller Parent and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and each Seller shall cause their Affiliates its Representatives to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hours, to the officesextent permitted by applicable Law and in accordance with the reasonable procedures established by Seller Parent or such Seller, in furtherance of the consummation of the Sale and the other transactions contemplated by this Agreement, to the officers, directors, employees, MSOs, properties, books offices and records other facilities of the Business and the Acquired Assets (iiincluding all Business Real Property) furnish and the books and records relating thereto (in each case solely to the extent relating to the Business, the Acquired Assets, Assumed Liabilities or Acquired Entities or in connection with the Separation Activities); provided that such access shall only be upon the reasonable advance request of Buyer and shall not unreasonably disrupt personnel, operations and properties of the Business; provided, further, that Seller Parent and each Seller shall make available, or cause its Subsidiaries to make available, to the extent required or requested by Buyer, Business Employee or Former Business Employee personnel files or other information relating to the Business Employees and Former Business Employees that is relevant to any Acquired Entity Plan (provided that, unless required by Buyer to satisfy its obligations under Section 5.2, no Seller shall make, or cause to be made, available medical records, workers’ compensation records or the results of any drug testing; and that Buyer shall indemnify, defend and hold each Seller and its Affiliates (including the other Subsidiaries of such Seller (other than Acquired Entities)) harmless from any Liabilities arising out of or relating to Buyer’s and its Affiliates’ use of such personnel files). In exercising its rights under this Section 5.3(a), Buyer shall conduct itself so as not to unreasonably interfere in the conduct of the Business prior to the Closing. Buyer acknowledges and agrees that any contact or communication by Buyer and its Representatives with officers, employees or agents of the Business hereunder shall be arranged, and, if so determined in Seller Parent’s reasonable judgement, supervised (provided that Buyer shall have the right to reasonably request that such contact or communication be unsupervised and, upon such request, Seller Parent or such applicable Seller shall not unreasonably withhold, condition or delay its consent), by Representatives of the applicable Seller or Seller Parent, unless such Seller or Seller Parent otherwise expressly consents in writing with respect to any specific contact. Notwithstanding anything to the contrary set forth in this Agreement but subject to Sellers’ obligations pursuant to Section 5.22, no Seller nor any Affiliates of any Seller (including the Acquired Entities) shall be required to disclose to Buyer or any of its Representatives any: (i) information to the extent: (A) relating to any acquisition, sale or divestiture process conducted by such additional financial and operating data and other information regarding Seller or its Affiliates for the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose such Seller’s or its Affiliates’ (or their Representatives’) evaluation of preparing to operate the Business following in connection therewith, or any information concerning the ClosingSale Process, in each case, including projections, financial or other information relating thereto; (B) doing so could reasonably be expected to violate any Contract (provided that each Seller shall use reasonable efforts to obtain consents or waivers from third parties under any such Contract in order to disclose such information to Buyer (it being understood that in no event shall any Seller or its Affiliates be obligated to pay any consent fee or other consideration in connection with their efforts to obtain such consents or waivers)) or Law to which any Seller or any of its Affiliates (including the Acquired Entities) is a party or is subject or which it believes in good faith would reasonably be expected to result in a loss of the ability to successfully assert a claim of attorney-client privilege; or (C) if any Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto; provided, however, that in the event the restrictions of this clause (i) apply, such investigation Seller shall provide Buyer with a reasonable description of the information not provided, to the extent permitted by applicable Law, and such Seller shall cooperate in good faith to design and implement alternative disclosure arrangements to enable Buyer to evaluate any such information without resulting in any such violation; or (ii) Tax Return or any other information relating to Taxes or Tax Returns (other than information relating solely to the Business and the Acquired Entities). Notwithstanding anything herein to the contrary, Buyer shall not unreasonably interfere with any of have the businesses right to perform or operations of the Sellers conduct, or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information cause to be provided to the Buyer performed or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoingconducted, any environmental sampling or testing at, in, on or underneath any Business Real Property prior to the Closing, the Buyer shall not conduct, Closing without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which consent shall not be unreasonably withheld (and which must be withheld, delayed or conditioned, if such sampling or testing is reasonably requested by an insurance underwriter in writing only for contacts connection with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerEnvironmental Insurance Policy.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to usethe Target Companies to, cause its officers, directors, and employees, and shall use its commercially reasonable best efforts to cause each of their respective Representatives its agents, representatives, accountants and counsel to, : (ia) afford the Representatives officers, employees, agents, accountants, counsel and representatives of the Buyer who are subject to an appropriate confidentiality agreement reasonable access, during normal business hours, to the offices, properties, plants, other facilities, books and records Records of the Business Target Companies and (iib) furnish to the Representatives officers, employees, agents, accountants, counsel and representatives of the Buyer who are subject to an appropriate confidentiality agreement such additional financial and operating data and other information regarding the Business assets, properties, Liabilities and goodwill of the Target Companies (or the Transferred Assets legible copies thereof) as the Buyer may from time to time reasonably request request, or as may be reasonably necessary, to facilitate the transactions contemplated by this Agreement, or for the purpose of preparing to operate for the Business operation of the business of the Target Companies following the Closing, or otherwise for the purpose of preparing for Buyer’s post-Closing relationship with Seller and the Target Companies pursuant to this Agreement and the Ancillary Agreements; provided, however, that (i) such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliatesonly be upon reasonable notice and shall be at Buyer’s sole cost and expense; and provided, further, that the auditors (ii) Buyer and accountants of the Sellers or any of their Affiliates its representatives shall not be obliged permitted to make perform any work papers available to environmental sampling at any Person except in accordance with such auditors’ Owned Real Property or Leased Real Property, including sampling of soil, groundwater, surface water, building materials, or air or wastewater emissions. All information obtained by Buyer 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. If so requested by the Sellers, the Buyer its representatives shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided subject to the Buyer or its Representatives Confidentiality Agreement. All requests for access pursuant to this Section 5.02(a). Without limiting the foregoing, prior 6.03(a) shall be made to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSeller.

Access to Information. (a) From the date of this Agreement until the earlier of the Closing Dateor the termination of this Agreement in accordance with its terms, upon reasonable prior notice, and except as determined in good faith subject to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsConfidentiality Agreement, the Sellers Company shall use, (and shall cause their the SiC Entities or other Affiliates of the Company solely with respect to usethe SiC Business to) afford to the Investor and its Representatives, to the extent reasonably requested by Investor, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hourshours to (a) the properties, to the officesContracts, propertiescommitments, books and records of the SiC Business and (iib) furnish officers and senior management employees of the SiC Business, in each case, solely to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time extent reasonably request required for the purpose of preparing to operate facilitating the Business following consummation of the ClosingIssuance and the other Transactions; provided, however, that such investigation shall not the Company may restrict the foregoing access to the extent it would (i) unreasonably interfere with any of disrupt the businesses or operations of it, its Affiliates or the Sellers SiC Entities or otherwise result in any unreasonable burden with respect to the prompt and timely discharge by employees of it, its Affiliates or the SiC Entities of their normal duties, (ii) jeopardize any attorney-client privilege, work product privilege or other legal privilege or trade secret protection or (iii) contravene any applicable Law or binding Contract (including any confidentiality agreement to which the Company or any of their Affiliatesits Affiliates is a party) or result in the disclosure of commercially sensitive information; and provided, furtherhowever, that the auditors and accountants of the Sellers or any of their Affiliates Company shall not be obliged use commercially reasonable efforts 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 provide such access to work papers or disclose such information in form and substance reasonably acceptable to such auditors or accountantsa manner that would not violate the foregoing. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such In furtherance of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior the Company may designate commercially sensitive material provided to Investor as “Outside Counsel Only.” Such materials and the information contained therein shall be given to the Closingoutside counsel of Investor and will not be disclosed by such outside counsel to employees, the Buyer shall not conduct, without the prior written consent officers or directors of the Sellers, recipient unless express permission is obtained in advance from the Company or its legal counsel and shall be subject to any environmental investigation at any property owned or leased by any Seller in restrictions applicable to such information pursuant to the operation of Confidentiality Agreement (including the Business, clean team agreement and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesexport addendum). Notwithstanding anything to the contrary contained herein, prior the Company may satisfy its obligations set forth above to the Closingprovide access to properties, without the prior consent of the SellersContracts, which shall commitments, books and records and any other documents and information by electronic means if physical access is not reasonably feasible or would not be unreasonably withheld permitted under the applicable Law (and which must be in writing only for contacts with suppliers including any COVID-19 Measures). Any access to any properties or customers), neither the Buyer nor any facilities of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentCoherent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Company or any of its Representatives that they may no longer contact such employeetheir Subsidiaries shall be subject to their reasonable security measures and shall not include the right to perform any “invasive” testing or soil, supplier air or customergroundwater sampling, including any Phase II environmental assessments.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, Republic and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, BB&T will each use reasonable best efforts to cause each keep the other advised of their respective Representatives toall material developments relevant to its business and the businesses of its Subsidiaries, (i) afford the Representatives and to consummation of the Buyer Merger, and each shall provide to the other, upon request, reasonable details of any such development. Upon reasonable notice, Republic shall afford to representatives of BB&T reasonable access, during normal business hourshours during the period prior to the Effective Time, to all of the offices, properties, books books, contracts, commitments and records of Republic and the Business and (ii) furnish Republic Subsidiaries and, during such period, shall make available all information concerning their businesses as may be reasonably requested. No investigation pursuant to this Section 5.7 shall affect or be deemed to modify any representation or warranty made by, or the conditions to the Representatives obligations hereunder of, either party hereto. Each party hereto shall, and shall cause each of its directors, officers, attorneys and advisors to, maintain the confidentiality of all information obtained hereunder which is not otherwise publicly disclosed by the other party, said undertakings with respect to confidentiality to survive any termination of this Agreement pursuant to Section 7.1. Notwithstanding anything herein to the contrary, and except as reasonably necessary to comply with applicable securities laws, any party to this Agreement (and any employee, representative or other agent of any party to this Agreement) may disclose to any and all persons, without limitation of any kind, the U.S. federal income tax treatment and tax structure of the Buyer such additional financial transactions contemplated by this Agreement and operating data all materials of any kind (including opinions and other information regarding the Business tax analyses) that are or the Transferred Assets as the Buyer may from time have been provided to time reasonably request for the purpose of preparing it relating to operate the Business following the Closing; such tax treatment or tax structure, provided, however, that such investigation this sentence shall not unreasonably interfere with permit any disclosure that otherwise is prohibited by this Agreement until the earlier of (a) the date of public announcement of discussions relating to the Merger, (b) the date of public announcement of the businesses or operations Merger and (c) the date of execution of this Agreement. In the event of the Sellers or any termination of their Affiliates; and providedthis Agreement, further, that the auditors and accountants of the Sellers or any of their Affiliates each party 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided return to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or party upon request all confidential information previously furnished in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts transactions contemplated by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Agreement.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon Upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including at the attorney-client privilege) and contractual confidentiality obligationsreasonable request of Parent, the Sellers Company shall use, (and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives its Subsidiaries to, (i) afford to the Representatives of the Buyer Parent, reasonable access, during normal business hourshours during the period prior to the Effective Time, to the officesall its properties (other than for purposes of invasive testing), propertiesbooks, books contracts, records and records Representatives (other than any of the Business and (ii) furnish foregoing to the Representatives extent specifically related to the negotiation and execution of this Agreement or, except as expressly provided in Section 5.4, to any Acquisition Proposal) in anticipation or furtherance of the Buyer consummation of the transactions contemplated hereby (including for integration planning); provided, that neither the Company nor any of its Subsidiaries shall be required to provide access to or to disclose such additional financial and operating data and information where such access or disclosure would (a) violate or materially prejudice the rights of its tenants, operators or customers, jeopardize the attorney-client privilege of the institution in possession or control of such information, result in the disclosure of any valuations of the Company in connection with the transactions contemplated by this Agreement or any other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request strategic alternatives, (b) be for the purpose of preparing disclosure of such information in any litigation or other legal proceeding between the Parties or (c) contravene any Law or binding agreement entered into prior to operate the Business following the Closingdate of this Agreement; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors Company shall, and accountants shall cause its Subsidiaries to, use commercially reasonable efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions in clauses (a) or (c) apply (including (x) using commercially reasonable efforts to obtain any required consent from any Third Party and (y) redacting such information (A) to remove references concerning valuation, (B) as necessary to comply with any Contract or Law and (C) as necessary to address reasonable concerns regarding attorney-client or confidentiality or the rights of such tenants, operators or customers) and to provide such information as to the applicable matter as can be conveyed. No such investigation by Parent shall affect the representations and warranties of the Sellers Company. The terms of the Confidentiality Agreement shall apply to any information and access provided pursuant to this Section 5.2. Notwithstanding anything in this Section 5.2 to the contrary, (i) any physical access to the properties, offices, personnel or other information of the Company and its Subsidiaries may be limited to the extent the Company in good faith determines, in light of COVID-19 or any COVID-19 Measures, that such access would reasonably be expected to jeopardize the health and safety of any employee of the Company or its Subsidiaries (provided, that the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without jeopardizing the health and safety of such employees or violating such COVID-19 Measures) and (ii) nothing in this Section 5.2 shall be construed to require the Company, any of its Subsidiaries or any of their Affiliates shall Representatives to prepare any financial statements, projections, reports, analyses, appraisals or opinions that are 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerreadily available.

Access to Information. Upon reasonable advance notice and subject to applicable Laws relating to the exchange of information, each party shall, and shall cause each of its Subsidiaries to, afford to the other party and its Representatives, reasonable access during normal business hours to (aand, with respect to books and records, the right to copy) From all of its and such Subsidiaries’ properties, commitments, books, Contracts, records and correspondence (in each case, whether in physical or electronic form), officers, employees, accountants, counsel, financial advisors and other Representatives, in each case for the purpose of completing diligence related to the transactions contemplated by this Agreement; provided, that such access shall be provided on a basis that minimizes the disruption to the operations of the requested party and its Representatives. Subject to applicable Laws, from the date of this Agreement until the Closing DateEffective Time, upon reasonable prior notice, Parent and except as determined in good faith the Partnership shall furnish promptly to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, one another (i) afford a copy of each report, schedule, registration statement and other document filed, published, announced or received by it in connection with the Representatives transactions contemplated by this Agreement during such period pursuant to the requirements of federal, state or foreign Laws (including pursuant to the Securities Act, the Exchange Act and the rules of any Governmental Authority thereunder), as applicable (other than documents that such party is not permitted to disclose under applicable Laws) (which such furnishing will be deemed to have occurred in the case of any document filed with or furnished to the SEC without further action on the part of the Buyer reasonable accessfiling or furnishing party, during normal business hoursas applicable), to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other all information regarding the Business concerning Parent’s or the Transferred Assets Partnership’s business, properties and personnel as the Buyer other party may from time reasonably request, including all information relating to time reasonably request environmental matters, for the purpose of preparing completing the other party’s due diligence. Notwithstanding the foregoing, no party shall have an obligation to operate provide access to any information (a) the Business following disclosure of which the Closing; providedother party has concluded, howeverin its reasonable judgment, that may jeopardize any privilege available to such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers party or any of their Affiliates; and provided, further, that the auditors and accountants its Affiliates relating to such information or would be in violation of the Sellers a confidentiality obligation to a third party binding on such party or any of their Affiliates 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 its Affiliates, or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, (b) prior to the Closing, regarding the Buyer shall not conduct, without the prior written consent deliberations of the SellersGP Board or the Conflicts Committee, or the Parent Board, as applicable, with respect to the transactions contemplated hereby or any environmental investigation at similar transaction or transactions with any property owned other Person, the entry into this Agreement, or leased any materials provided to such Persons in connection therewith, including materials prepared by any Seller financial or legal advisors, except as required by applicable Laws, including the Securities Act and the Exchange Act in the operation respect of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentRegistration Statement, the Buyer Consent Solicitation Statement/Prospectus and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerSchedule 13E-3.

Access to Information. (a) From the date of this Agreement until the applicable Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the applicable Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the applicable Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the applicable Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer. Notwithstanding anything to the contrary in this Section 5.02(a), from and after the Initial Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted in the Initial Closing Territory or the Initial Closing Transferred Assets, and from and after each Interim Closing, the Sellers will have no further rights or obligations under this Section 5.02(a) with respect to the portion of the Business conducted in the applicable Interim Closing Territory or the applicable Interim Closing Transferred Assets.

Access to Information. (a) From The Seller shall permit, and shall cause the Selling Subsidiaries and the Acquired Companies to permit, the Buyer and its representatives, after the date of this Agreement until the Closing DateClosing, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer have reasonable access, during normal regular business hourshours and upon reasonable advance notice, to (i) the officesLeased Real Property and the Kitchener Facility (in each case, properties, books subject to the Seller’s right to have its representatives accompany the Buyer’s representatives and records subject to other reasonable rules and regulations of the Business and (ii) furnish Seller), including the right to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingperform reasonable “Phase I” environmental site assessments; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates Buyer shall not be obliged permitted to make perform any work papers available to any Person except “Phase II” environmental site assessments or other testing, sampling or investigations without the Seller’s prior written consent, which consent shall be granted in accordance with such auditors’ the Seller’s sole discretion, (ii) the offices, facilities, properties and accountants’ normal disclosure procedures the financial, accounting and then only after such Person has signed a customary agreement other books and records of the Seller and the Selling Subsidiaries (in each case, relating to such access the Business) and the Acquired Companies and (iii) the appropriate management personnel of the Seller, the Selling Subsidiaries and the Acquired Companies and the accountants, auditors and agents thereof. The Seller shall provide a copy to work papers the Buyer of all financial, accounting and other books and records of the Seller, the Selling Subsidiaries (in form each case related to the Business) and substance of the Acquired Companies reasonably acceptable to such auditors or accountants. If so requested by the SellersBuyer. It is expressly understood by the Parties that, notwithstanding the provisions of this Section 7.2(a), the Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties, environmental reviews, the written work plan for which had not been previously approved by the Seller in its sole discretion, or possible waivers of any applicable attorney-client privileges or (ii) in the event the Buyer is in material breach of this Agreement. It is further understood that the Seller shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect be under no obligation to any information to be provided to grant the Buyer or its Representatives pursuant representatives any access if such access would, under the circumstances, materially interfere with the Seller’s or its Affiliates’ operations, activities or employees, or if such access would, in the reasonable judgment of the Seller, violate applicable antitrust or similar Laws. With respect to this Section 5.02(a). Without limiting any parties with which the foregoingSeller or any Acquired Company has a direct or indirect contractual relationship, prior to and any Governmental Authorities with jurisdiction over or that regulates the ClosingSeller, any Acquired Company, the Business, the Leased Real Property or the Kitchener Facility, the Buyer shall not conduct, without make any independent inquiry with respect to the prior written consent of the SellersSeller, any environmental investigation at any property owned or leased by any Seller in the operation of Acquired Company, the Business, and in no event may any such environmental investigation include any sampling the Leased Real Property or other intrusive investigation of airthe Kitchener Facility without the Seller’s prior consent and, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained hereinextent the Seller consents thereto, prior to the Closing, without the prior consent of the Sellers, which all such inquiries shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts conducted jointly by the Buyer in Seller and the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerBuyer.

Access to Information. Affinity shall (a) From the date of this Agreement until the Closing Datefurnish Buyer and its Representatives with such financial, upon reasonable prior notice, operating and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating other data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives may reasonably request related to (i) the Business, or (ii) the Purchased Assets; (b) use commercially reasonable efforts to provide Buyer (i) sufficiently in advance of the Closing, copies of such information as is reasonably requested by Buyer and its Representatives in order for Buyer to assume operations on the Closing Date for the transition of the Enrollees, as applicable, and continuity of care, and (ii) copies of such other information as is necessary for the operation, ownership and management of the Business or which is otherwise reasonably requested by Buyer, and which Affinity is permitted by applicable Law to provide or which is required in writing to be provided to Buyer by DOH (and Affinity shall provide such written consents and authorizations as may be reasonably necessary for Buyer to have access to materials on file with any Governmental Authority), including any information as may be required to permit Buyer to satisfy its obligations to any Governmental Authority following the Closing, including any third party accreditation or review organization (such as the National Committee for Quality Assurance); and (c) make available to the officers, employees, accountants, counsel and other Representatives of Buyer upon the reasonable request of Buyer and during normal working hours, officers, accountants, counsel, consultants, investment banker and other Representatives or agents of Affinity for discussion of the Business as Buyer may reasonably request; provided, that they may Affinity must be given no longer less than 5 Business Days prior written notice of, and a representative of Affinity must be given a reasonable opportunity to attend, any meeting, or participate in any telephone discussion, involving all or substantially all of Affinity’s employees, on the one hand, and any such Person, on the other hand. Any inquiries pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business or any other businesses of Affinity. Nothing in this Agreement or any of the other Transaction Documents to the contrary shall in any manner restrict the ability of Buyer, from and after the date of this Agreement, to discuss the business and affairs of Affinity with any Governmental Authority having jurisdiction over Affinity or the fiscal intermediaries administering Affinity’s payor programs. From the date hereof until the earlier of (i) the Closing Date or (ii) the date this Agreement is terminated pursuant to ARTICLE IX, Affinity and Buyer shall cooperate to contact such employeethird parties, supplier including customers, prospective customers, specifying agencies, vendors or customersuppliers of Affinity, as Buyer deems reasonably necessary. Prior to the Closing Date and after any termination of this Agreement, each Party shall hold and shall cause its Representatives to hold, in confidence, all confidential documents and information concerning the other Party’s or any of its Subsidiaries furnished to a Party or its Representatives in connection with the transactions contemplated by this Agreement in the manner and for the time period specified in the Confidentiality Agreement, dated September 25, 2019.

Access to Information. (a) From and after the date of this Agreement until the Closing DateAgreement, upon reasonable prior noticeSeller shall give to Buyer and its representatives, auditors and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws counsel full and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, continuous access during normal business hourshours to all of the properties, operations, books, records, tax returns, contracts, licenses, franchises and all oft he documents of Seller related to the offices, properties, books Assets and records of the Business and (ii) shall furnish to Buyer all information with respect to the Representatives Assets, affairs and properties of the Seller as Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may xxx from time to time reasonably request for and Seller will instruct all of its personnel to give full and complete access to and cooperation to Buyer and its representatives. Promptly upon execution of this Agreement, Seller shall use its best efforts to obtain all consents (including, without limiting the purpose generality of preparing the foregoing, consents of any government or governmental agency) necessary to operate the Business following assignment and transfer to Buyer to effect the sale, delivery, transfer and conveyance contemplated herein. From time to time after the Closing; provided, howeverat Buyer's request and without further consideration, Seller agrees to execute and deliver at Buyer's expenses such other instruments of conveyance and transfer and take such other actions as Buyer may reasonably require to more effectively convey, transfer to, vest in buyer, and to put Buyer in possession of any property to be sold, conveyed, transferred and delivered hereunder, and in the case of contracts and rights, if any, that have not at the Closing been transferred effectively due to the lack of consent of third parties, endeavor to obtain such investigation consent promptly, and if any such consents be unobtainable, to use commercially reasonable efforts to provide Buyer with the benefits thereof in some other manner. Whether or not he Closing shall occur, each of the parties hereto shall treat in confidence and shall not unreasonably interfere with use to the detriment of the other party, all documents, materials and other information which it shall have obtained regarding such other party, whether during the course of the negotiations leading to the execution of this Agreement or thereafter, in the investigation of the other, and in the preparation of agreements and other documents relating to the consummation of such transactions, excepts such documents, materials or information which are otherwise available to the industry in general or the general public or which any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged parties is 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 regulatory or judicial authority. In the event the transactions contemplated hereby are ont consummated, each of the parties hereto shall use its commercially reasonable efforts to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided return to the Buyer or its Representatives pursuant to other all originals and copies of non-public documents and materials of the type provided for in this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or which have been furnished in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customertherewith.

Access to Information. (a) From the date of this Agreement until the Closing DateInitial Closing, subject to the requirements and limitations of applicable Law (including Antitrust Laws) and Orders, the Seller will allow the Purchaser and its Representatives, and, subject to Section 5.8, its Financing Sources, at the Purchaser’s sole expense and in accordance with the procedures to be agreed upon by the parties, access through and under the supervision of an Authorized Seller Representative and upon reasonable prior notice, notice and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, working hours to (a) such materials and information about the offices, properties, books Business as the Purchaser may reasonably request and records (b) specified members of management of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer parties may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 accountantsagree. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting Notwithstanding the foregoing, prior the Purchaser acknowledges and agrees that it will not, and will cause its Affiliates to not, contact or otherwise communicate with, either orally or in writing, any employee, officer, director, distributor, partner, customer or supplier of the Business (including, for such purpose, any employee of the Acquired Companies or the Seller Group who provides any service to the Closing, the Buyer shall not conduct, Business) without the prior written consent of the SellersSeller, any environmental investigation at any property owned which consent (x) shall not be unreasonably withheld, conditioned or leased delayed, (y) may be provided by electronic mail confirmation by an Authorized Seller Representative and (z) shall not be required with respect to communications with any Seller Knowledge Party; provided, the Purchaser shall provide prior notice to the Seller. To the extent discussions with respect to the Contemplated Transactions with distributors, partners, customers or suppliers of the Business take place prior to the Initial Closing Date, the Seller shall be entitled to have a representative present in all such discussions. The Purchaser agrees that any investigation undertaken pursuant to the access granted under this Section 5.2 shall be conducted in such a manner as not to unreasonably interfere with the operation of the Business, Business or the other businesses of the Seller and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesits Affiliates. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)this Agreement, neither the Buyer Seller nor any of its Representatives Affiliates shall contact be required to provide access to or disclose information where such access or disclosure would jeopardize attorney-client privilege or contravene any employees ofapplicable Laws or Orders, suppliers provided, however, that the Seller shall, and shall cause each of the Acquired Companies to, use Reasonable Efforts to negotiate in good faith agreements or customers arrangements that permit the provision of any Seller or its Affiliates, except for contacts by such information to the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer Purchaser and any of its Representatives may continue to contact without having any such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customereffects.

Access to Information. (a) From During the date of this Agreement until the Pre-Closing DatePeriod, Target shall afford Acquiror and its personnel, accountants, counsel and other representatives reasonable access, upon request and reasonable prior notice, and except as determined in good faith notice to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives all of the Buyer reasonable accessTarget’s properties, during normal business hoursassets (including, without limitation, patents, patent applications, other intellectual property, manufacturing know how, trade secrets, preclinical and clinical data and results and other confidential information), books, records (including, without limitation, regulatory filings and correspondence, patent prosecution files and correspondence, other intellectual property files and correspondence and manufacturing records), contracts, and documents of Target or pertaining to the officesCompound, properties, books all clinical and records of the Business and (ii) furnish pre-clinical trials or studies relating to the Representatives of Compound, the Buyer such additional financial and operating data and other information regarding the Current Target Business or the Transferred Assets development and commercialization of Products, and a reasonable opportunity to make such investigations, and will furnish or cause to be furnished to Acquiror and its authorized representatives all such information with respect to Target’s affairs, the Compound, all clinical and pre-clinical trials of studies relating to the Compound, the development and commercialization of Products and the Current Target Business as the Buyer may from time to time Acquiror reasonably request for the purpose of preparing to operate the Business following the Closingrequests; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and providedin exercising access rights under this Section 5.3, further, that the auditors and accountants of the Sellers or any of their Affiliates Acquiror shall not be obliged permitted to make interfere unreasonably with the conduct of the business of Target. Notwithstanding the foregoing, any work papers available such access shall be conducted at Acquiror’s expense, at a reasonable time, under the supervision of appropriate personnel of Target and in such a manner as to any Person except maintain the confidentiality of this Agreement and the transactions contemplated hereby in accordance with such auditors’ the terms hereof and accountants’ not to interfere with the normal disclosure procedures operation of the business of Target and then only after such Person has signed a customary agreement relating its Subsidiaries. The Parties shall use reasonable best efforts to such take any steps necessary prior to disclosing or providing access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing5.3, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, preserve attorney-client privilege under any environmental investigation at any property owned circumstances in which such privilege may be jeopardized by such disclosure or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customeraccess.

Access to Information. (a) From During the period from and after the date of this Agreement until hereof through the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers Seller shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford to the Representatives Purchaser and its attorneys, accountants and other advisors and representatives, upon reasonable prior notice (in accordance with Section 5.02(c)) and during normal business hours at such times as may be reasonably convenient to the Seller, reasonable access to the books and records of the Buyer Seller arising out of or relating to the Transferred Business and the personnel, assets and properties of and relating to the Transferred Business, including access to the Assets and the Terminal (it being agreed that the Purchaser shall not be entitled to conduct Phase II or any other invasive environmental assessments thereof), and (ii) shall make reasonably available the officers and employees of the Transferred Business, upon reasonable access, prior notice and during normal business hours, to discuss the offices, properties, books and records ongoing operation of the Business and (ii) furnish to the Representatives Transferred Business, implementation of the Buyer such additional financial and operating data transactions contemplated by this Agreement and other information regarding the Business matters relating to this Agreement or the Transferred Assets as the Buyer may from time transactions contemplated hereby. The Seller shall be entitled, if it so elects, to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that participate in any such investigation shall not unreasonably interfere discussions with any officer or employee of the businesses Seller. All confidential or operations of the Sellers proprietary information received by, or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates shall not be obliged to make any work papers made 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. If so requested by the Sellersto, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Purchaser pursuant to this Section 5.02(a)) will be held in confidence by it in accordance with the provisions of the Confidentiality Agreement. Without limiting Notwithstanding the foregoing, prior (A) nothing herein shall require the Seller to disclose any information if such disclosure would jeopardize any attorney-client or other legal privilege available to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives Affiliates or contravene any applicable Law and (B) to the extent that they may no longer contact any information is withheld pursuant to subclause (A) above because disclosure thereof would jeopardize any attorney-client privilege or other legal privilege, the Seller shall use commercially reasonable efforts to make alternative arrangements to provide such employee, supplier or customerinformation in a manner that would not jeopardize any such privilege.

Access to Information. (a) From the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (ia) afford Buyers and their Representatives reasonable access through the Representatives shared data site that has been established for due diligence in connection with the transactions contemplated by this Agreement and the other Transaction Documents, or otherwise as mutually agreed by the Parties, to inspect all of the Buyer reasonable accessproperties, during normal business hoursassets, Contracts and other documents and data related to the officesBusiness (provided that, propertiesany customer data shall be provided only on a de-identified (redacted) basis prior to the Closing); (b) furnish Buyers and their Representatives with such financial, books operating and records of other data and information related to the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets in Sellers’ possession as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers Buyers or any of their AffiliatesRepresentatives may reasonably request; and provided, further, that (c) instruct the auditors and accountants Representatives of Sellers to cooperate reasonably with Buyers in their due diligence review of the Sellers or any of their Affiliates 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 accountantsBusiness. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Any investigation pursuant to this Section 5.02(a)6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business or any other businesses of Sellers. No investigation by Buyers or other information received by Buyers shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Sellers in this Agreement. Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless Sellers shall provide Buyers (through Sellers’ employees who hold passwords) reasonable access to (i) TCQ/capacity reports for all utility customers, (ii) all utility scheduling and electronic bulletin boards for such consent explicitly states otherwise or customers, and (iii) all pipeline scheduling and electronic bulletin boards, including in each case, any necessary user IDs and passwords, and (y) until such Seller informs promptly following the Buyer or any execution of its Representatives that they may no longer contact such employeethis Agreement, supplier or customerSellers will deliver to Buyers a key which decodes the encoded customer names set forth in the Disclosure Schedule.

Access to Information. (a) From the date of this Agreement until Prior to the Closing Date, Seller shall, during ordinary business hours and upon the reasonable prior noticerequest from Purchaser, afford Purchaser, and except as determined in good faith its Representatives, reasonable access (at the Purchaser’s sole expense) to be appropriate Seller’s Business, books, records and employees to ensure compliance with any applicable Laws the extent relating to the Business and subject to any applicable privileges the Purchased Assets (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useAcquired Subsidiaries), and shall cause their Affiliates provide to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books Purchaser and records of the Business and (ii) furnish to the Representatives of the Buyer its representatives such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may Purchaser shall from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesrequest. Notwithstanding anything to the contrary contained hereinin this Agreement, prior to Seller may restrict the Closing, without the prior consent of the Sellers, which foregoing access and shall not be unreasonably withheld required to (I) provide any information or access that Seller reasonably believes would violate applicable Law, including antitrust Laws and which must data protection Laws or the terms of any applicable Contract (including confidentiality obligations) or cause forfeiture of any attorney-client privilege or an expectation of client confidence or any other rights to any evidentiary privilege; provided, further, that Purchaser and Seller shall reasonably cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not (in the good faith belief of Seller) reasonably be likely to cause such violation to occur or such privilege to be undermined with respect to such information, (II) provide any information relating to the sale process, bids received from other Persons in writing only for contacts connection with suppliers the Transactions and information and analysis (including financial analysis) relating to such bids, except as required under the Bid Procedures Order or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to(III) conduct, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer permit Purchaser or any of its Representatives that they may no longer contact to conduct, any Phase I or Phase II environmental site assessment or investigation, or other environmental sampling relating to any Leased Real Property. Purchaser acknowledges and agrees that, notwithstanding anything to the contrary in this Agreement, all documents, materials, communications, analyses and other information relating to the sale process, bids received from Purchaser and other Persons in connection with the Transactions are in the possession of Seller as of the date of this Agreement and through the Closing will be transferred to Seller prior to, or as of, the Closing and Seller shall not be required to grant access to such employeedocuments, supplier materials and other information to Purchaser or customerany of its Affiliates at any time.

Access to Information. If requested by Seller’s Representative, Buyer shall provide to the Sellers’ Representative on a semi-annual basis a written report concerning the status of the Development Product, including any unachieved Milestones. Buyer shall promptly (abut no later than five (5) From Business Days following the date achievement of this Agreement until a Milestone) notify the Closing DateSellers’ Representative of the achievement of any Milestone. At the request of the Sellers’ Representative, upon reasonable prior noticenotice and at a reasonable time and location, the Sellers’ Representative shall be entitled to ask, and except as determined have answered, reasonable questions about the status of the Development Product. The Sellers’ Representative covenants and agrees to keep secret and retain in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall usestrictest confidence, and shall cause their Affiliates not furnish, make available or disclose to useany third party (other than the Sellers) or use for the Sellers’ Representative’s own benefit or the benefit of any third party, reasonable best efforts to cause each of their respective Representatives toany Confidential Information, unless such information (i) afford was or becomes available to the Representatives public from a source other than the Sellers’ Representative or any Affiliate of the Buyer reasonable accessSellers’ Representative, during normal business hours(ii) is requested to be disclosed by a Governmental Authority or required by Applicable Law or legal process (in which case the Sellers’ Representative shall, to the officesextent reasonably practicable and legally permissible, propertiesprovide Buyer with advance notice of such required or requested disclosure, books shall use commercially reasonable efforts (at Buyer’s sole cost and records expense) to resist such disclosure, and, at the request of the Business Buyer, shall cooperate with Buyer, at Buyer’s sole cost and expense, to limit or prevent such disclosure), or (iiiii) furnish becomes available to the Representatives of Sellers’ Representative after the Buyer such additional financial and operating data and date hereof on a non-confidential basis from a source other information regarding than the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; Group Companies, provided, however, that that such investigation shall other source is not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested known by the Sellers, the Buyer shall enter into ’ Representative to be bound by a customary joint defense confidentiality agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation obligation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything confidentiality to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives Affiliates with respect to such information. Buyer shall not provide Sellers’ Representative with any material non-public information without first obtaining Sellers’ Representative’s prior written consent that they may no longer contact it wishes to receive such employeematerial non-public information. Notwithstanding anything herein to the contrary, supplier Sellers’ Representative shall not be permitted to furnish, make available or customerdisclose confidential information received pursuant to this Section 2.8(f) to any Person (other than to the Sellers (but excluding any assignee or transferee of any Seller)) reasonably determined by Buyer to be a competitor of Buyer with respect to the Development Product.

Access to Information. (a) From During the date of this Agreement until Pre-Closing Period, the Closing DateCompany shall afford, upon reasonable prior noticesubject, with respect to any classified materials, to Purchaser’s and except as determined in good faith to be appropriate to ensure its Representatives’ compliance with any applicable Laws security clearance requirements and subject procedures (to any the extent reasonably determined necessary by the Company in order to comply with applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toLegal Requirements), (i) afford the Purchaser and its Representatives of the Buyer reasonable access, access during normal business hours, hours to the officesfacilities, propertiesofficers, employees, accountants, agents, properties and assets, contracts, books and records of the Business Company and the Company Subsidiaries and Exeter (to the extent such Exeter materials are in the Company’s possession or control) in order for Purchaser to have the opportunity to make such investigation as shall be reasonably necessary or advisable in connection with its acquisition of the Company pursuant to this Agreement, (ii) furnish Purchaser and its Representatives with all such information and data concerning the Company, the Company Subsidiaries, Exeter or their respective businesses as Purchaser or any of its Representatives shall reasonably request, (iii) instruct the employees, counsel and financial advisors of the Company and the Company Subsidiaries to cooperate with reasonable requests of the Representatives of the Buyer Purchaser in such additional financial investigation, and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business (iv) promptly following the Closingrequest by Purchaser therefor, seek to arrange such meetings and telephone conferences with the material customers and suppliers of the Current Company Business (which, in the case of existing customer and suppliers as of the date hereof, shall include the customers and suppliers set forth on Schedule 6.1) as may be necessary and appropriate for Purchaser to conduct a review of the relations of Company and the Company Subsidiaries with such customers and suppliers (it being agreed that the terms of such access shall be based on reasonable access procedures specified by the Company (after taking into account any proposals made by Purchaser in such regard)); provided, however, that such investigation in exercising access rights under this Section 6.1, Purchaser shall not be permitted to interfere unreasonably interfere with the conduct of the business of Company and the Company Subsidiaries (to the extent possible under the circumstances) and shall provide Company with reasonable advance notice prior to accessing any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From the date of this Agreement until the Closing DateSeller shall, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toat Buyer’s expense, (i) afford the Representatives officers, directors, employees, auditors and other agents of the Buyer reasonable access, during normal business hourshours and upon reasonable advance notice, to (x) the Specified Employees and, with the prior written consent of one of the Specified Employees (not to be unreasonably withheld, delayed or conditioned), the other employees of Seller engaged in the Forming Business, (y) the Facility, and (z) to the extent not prohibited by Law, all books and records, and all financial, operating and other data, information and Contracts with respect to the Forming Business that are in the possession of Seller, and the assets and properties of Seller that relate to and are used in the Forming Business, including real property, as Buyer, through its officers, employees or agents, may reasonably request, (ii) cooperate and assist, to the officesextent reasonably requested by Buyer, properties, books and records with Buyer’s investigation of the business, condition (financial or otherwise), assets, results of operations, or prospects of the Forming Business, and (iii) participate in discussions with the customers and suppliers of the Forming Business and (ii) furnish Buyer shall coordinate with Seller and the Company to the Representatives arrange for such discussions, at which one of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingSpecified Employees shall be present; provided, however, that such investigation Seller shall not unreasonably interfere be required to (A) provide any such access to the extent that it would require Seller to disclose information subject to attorney-client privilege or conflict with any confidentiality obligations to which Seller or the Company is bound or (B) incur any expenses or pay any amounts in connection with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 accountantsforegoing. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything Anything herein to the contrary contained hereinnotwithstanding, prior to the Closing, without the express prior written consent of Seller, which may be withheld for any reason, Buyer shall not contact any customers to, or suppliers of, Seller or the SellersCompany. In exercising its rights hereunder, Buyer shall conduct itself so as not to interfere in the conduct of the business of Seller or the Company prior to the Closing. Anything herein to the contrary notwithstanding, prior to the Closing, without the express prior written consent of Seller, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers withheld, Buyer shall not have any right to perform sampling or customers), neither any invasive or subsurface investigations of the Buyer nor any properties or facilities of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentSeller, the Buyer and any of its Representatives may continue to contact such employee, supplier Forming Business or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerCompany.

Access to Information. From the date hereof until the earlier of the termination of this Agreement or the Effective Time, the Company will, and will cause the Subsidiaries, and each of its and their respective officers, directors, employees, counsel, advisors financing sources and other representatives (collectively, the "Company Representatives") to (a) From the date of this Agreement until the Closing Dateprovide Parent and Acquisition Company and their respective officers, upon reasonable prior noticeemployees, counsel, advisors, financing sources and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges representatives (including the attorney-client privilege) and contractual confidentiality obligationscollectively, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i"Parent Representatives") afford the Representatives of the Buyer reasonable access, during normal business hourshours and upon reasonable notice, to the officesoffices and other facilities and to the books, propertiesrecords, books financial statements and records other documents and materials relating to the financial condition, assets and liabilities of the Business Company and its Subsidiaries, and will permit Parent and Acquisition Company to make inspections of such as either of them may reasonably require; (iib) furnish Parent, Acquisition Company and the Parent Representatives, to the Representatives extent available, with such other information with respect to the business of the Buyer such additional financial Company and operating data the Subsidiaries as Parent and other information regarding the Business or the Transferred Assets as the Buyer Acquisition Company may from time to time reasonably request for request; and (c) confer and consult with the purpose Parent Representatives, as Parent may reasonably request, to report on operational matters, financial matters and the general status of preparing to operate ongoing business operations of the Business following the ClosingCompany; provided, however, that all requests for such investigation shall not unreasonably interfere with any of the businesses access, inspection, information or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives consultations pursuant to this Section 5.02(a). Without limiting the foregoing6.2 shall be made through Xxxxx Xxxxx, prior to the Closing, the Buyer shall not conduct, without the prior written consent Chairman of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation Executive Committee of the BusinessBoard of Directors, or such other person as he shall designate in writing to Parent. Unless otherwise required by Law and except as is necessary to disseminate the Offer Documents, Parent and Acquisition Company will, and in no event may will cause the Parent Representatives to hold any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or information in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) confidence until such Seller informs time as such information otherwise becomes publicly available through no wrongful act of Parent, Acquisition Company or the Buyer or any Parent Representatives, in accordance with the Confidentiality Agreement, dated as of its Representatives that they may no longer contact such employeeSeptember 29, supplier or customer1999, between Parent and the Company (the "Confidentiality Agreement").

Access to Information. From the date hereof until the Closing, Seller shall cause the Company to (a) From the date of this Agreement until the Closing Dateprovide Purchaser and its Representatives with reasonable access and right to inspect during normal business hours, upon reasonable prior notice, to all personnel, officers, employees, assets, premises, Contracts, documents and except as determined in good faith properties of the Company and the Books and Records and other information and data relating to be appropriate the Company; (b) provide to ensure compliance with any applicable Laws Purchaser and subject to any applicable privileges its Representatives within twenty (including 20) Business Days after the attorneyend of each calendar month updated reinsurance balances receivable and back-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each up calculations of their respective component parts beginning with the June 30, 2018 balances receivable; (c) furnish Purchaser and its Representatives towith such financial, operating and other data and information related to the Company as Purchaser or any of its Representatives may reasonably request; (id) afford instruct the Representatives of the Buyer reasonable accessCompany to cooperate with Purchaser in its investigation thereof; and (e) furnish Purchaser and its Representatives with all such information and data (including copies of Contracts, during normal business hoursCompany IP Agreements, to Plans and other Books and Records) concerning the offices, properties, books Company and records operations of the Business and (ii) furnish to the Company as Purchaser or any of such Representatives of the Buyer reasonably may request in connection with such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; investigation, provided, however, that in each case such access and investigation shall be conducted in a manner as to not unreasonably interfere with any the conduct of the businesses or operations business of the Sellers or any of their AffiliatesCompany; and provided, further, that (i) the auditors and outside accountants of the Sellers or any of their Affiliates Company 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 unless Purchaser has signed a customary agreement relating to such access to such work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers as applicable and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any (ii) Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers)obligated to make any information available that would, neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course reasonable judgment of business consistent Seller, with past practices; provided that if a Seller does provide the Buyer such prior consentadvice from legal counsel, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise violate or jeopardize any applicable attorney-client or other similar legal privilege or (y) until violate any applicable Law (including confidentiality provisions contained in Contracts). No investigation by Purchaser or other information received by Purchaser shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller in this Agreement. All such Seller informs information shall be kept confidential in accordance with the Buyer or any terms of its Representatives that they may no longer contact such employee, supplier or customerthe Confidentiality Agreement.

Access to Information. (a) From Each Seller shall, during the date of this Agreement until period commencing on the Effective Date and ending on the Closing Date, furnish or cause to be furnished to Buyers and their Representatives, at reasonable times and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable such access, during normal business hours, to the officesAssets, propertiesincluding the Real Property, books as Buyers from time to time reasonably request, all in accordance with Section 5.9, and records with due regard to minimizing disruption of the conduct of the Business, (ii) such access to the books, accounts, records, Contracts and other information and data (including data in the possession of such Seller’s respective independent public accountants) of the Business as Buyers from time to time reasonably request and (iiiii) furnish provided that there is no undue interference with their job duties, such access to the Sellers’ officers, managers, directors, employees, store managers, territory managers, agents and Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may Buyers from time to time reasonably request for such purposes as Buyers deem reasonably necessary in connection with the purpose consummation of preparing the transactions contemplated by this Agreement, which purposes may include (A) interviewing Employees to operate evaluate whether to make offers of employment to any such Employees in accordance with Section 6.4, (B) discussing with one or more store managers or other personnel of the Business following the Closingpossibility of becoming a commissioned marketer or other operator of the Business, (C) discussing with one or more commissioned marketers or other third parties the possibility of becoming commissioned marketers or other operators of Station Properties, and (D) obtaining assistance from Sellers’ personnel in connection with Buyers’ converting certain of the Station Properties into non-company operated sites in accordance with Section 6.11; provided, however, that such investigation any environmental investigation, testing, sampling or analysis shall be conducted in accordance with the terms of, and subject to the limitations set forth in, Section 5.6. Notwithstanding the foregoing or anything contained herein to the contrary, Buyers and their authorized Representatives shall not unreasonably interfere with be permitted or entitled to examine any materials without Sellers’ prior written consent, if either (A) such materials are protected by the attorney-client privilege, work product doctrine or other similar privilege or doctrine and such examination could, in Sellers’ opinion based on reasonable advice of counsel, cause the businesses loss of such privilege or operations protection or (B) such examination could contravene any Law, fiduciary duty or binding agreement entered into prior to the Effective Date, except that Sellers shall use commercially reasonable efforts to provide such materials in a manner that does not cause the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement; provided that, for the avoidance of doubt, the final determination whether, after the use of commercially reasonable effort, disclosure could result in a the loss of attorney-client privilege, work product doctrine or other similar privilege or doctrine or the contravention of any Law, fiduciary duty or binding agreement shall be determined by Sellers in their reasonable discretion. All investigations and due diligence conducted by Buyers or any of their Affiliates; Representatives shall be coordinated with Sellers, except as otherwise provided herein, and provided, further, that Sellers shall authorize and direct the auditors and accountants appropriate representatives of Sellers to cooperate with Buyers in their investigation of the Business and, subject to the restrictions herein contained, to discuss matters involving Business of Sellers as the case may be, with Representatives of Buyers. Until the Closing occurs or any of their Affiliates shall not be obliged to make any work papers available to any Person except this Agreement is terminated in accordance with such auditors’ its terms, Sellers shall prepare and accountants’ normal disclosure procedures deliver to Buyers true and then only after such Person has signed a customary agreement relating to such access to work papers in form complete copies of monthly detailed profit and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request loss reports with respect to any the Business on or prior to the fifteenth (15th) Business Day after each month end. Each of such profit and loss reports shall be (x) in the same form and include the same level of detail as the unaudited profit and loss report of the Business for the latest twelve months ended February 29, 2016 that Sellers have made available to Buyers, (y) correct and complete in all material respects and (z) prepared in accordance with the books and records of Sellers pertaining to the Business. No information to be provided to the or obtained by any Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting 5.1(a) or otherwise shall limit or otherwise affect the foregoingremedies available hereunder to any Buyer (including any Buyer’s right to seek indemnification pursuant to ARTICLE VIII, prior or the representations or warranties of, or the conditions to the Closingobligations of, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerParties.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall useInstrumentarium shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their the Asset Sellers and the Business Subsidiaries to and each such Persons’ respective Representatives to, to (i) afford the Representatives of the Buyer Acquiror reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer Acquiror such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer Acquiror may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingrequest; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of Instrumentarium, the Sellers Asset Sellers, the Business Subsidiaries or any of their Affiliates; and provided, further, that the auditors and accountants of Instrumentarium, the Sellers Asset Sellers, the Business Subsidiaries or any of their Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ unless and accountants’ normal disclosure procedures and then only after until 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. If so requested by the SellersInstrumentarium, the Buyer Acquiror shall enter into a customary joint defense agreement with Instrumentarium, the Asset Sellers and such of their Affiliates as they request the Business Subsidiaries with respect to any information to be provided to the Buyer or its Representatives Acquiror pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at undertaken by the Acquiror shall not include invasive sampling of soil or groundwater on any property owned or leased by any Seller in affiliated with the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, Business without Instrumentarium’s prior to the Closing, without the prior consent of the Sellerswritten consent, which shall consent will not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerwithheld.

Access to Information. (a) From and after the date hereof until the earlier of the Closing Date and the termination of this Agreement until the Closing Datein accordance with its terms, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to restrictions contained in any applicable privileges (including the attorney-client privilege) confidentiality agreement to which any Group Company is subject, each Group Company shall provide to Buyer and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, its authorized representatives during normal business hours, hours reasonable access to the offices, properties, all books and records of the Business and Group Companies (ii) furnish in a manner so as to not interfere with the Representatives normal business operations of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closingany Group Company); provided, howeverthat the Group Companies and their respective representatives shall have no obligation to provide Buyer and its representatives access to any books or records to the extent such books and records pertain solely to the Seller and/or its equityholders and, that to such investigation extent, any Group Company and its representatives are entitled to withhold access to or redact any portion of such books and records. All of such information shall not unreasonably interfere with any be treated as confidential information pursuant to the terms of the businesses or operations Confidentiality Agreement, the provisions of the Sellers or any of their Affiliates; which are by this reference hereby incorporated herein and provided, further, Xxxxx agrees that the auditors and accountants of the Sellers or any of their Affiliates it 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. If so requested bound by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided Confidentiality Agreement to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. same extent as Fresenius Medical Care AG & Co. KGaA. Notwithstanding anything to the contrary contained hereinset forth in this Agreement, prior to during the period from the date hereof until the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer Seller nor any of its Representatives Affiliates (including the Group Companies) shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue be required to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the disclose to Buyer or any of its Representatives representatives any (a) information (i) to the extent related to the sale or divestiture process conducted by Seller or its Affiliates for the Group Companies vis-à-vis any Person other than Buyer and its Affiliates, or Seller’s or its Affiliates’ (or their representatives’) evaluation of the business of the Group Companies in connection therewith, including projections, financial and other information relating thereto, (ii) if doing so would violate any contract or law to which Seller or any of its Affiliates (including the Group Companies) is a party or is subject or which it reasonably determined upon the advice of counsel could result in the loss of the ability to successfully assert attorney-client and work product privileges, (iii) if Seller or any of its Affiliates, on the one hand, and Buyer or any of its Affiliates, on the other hand, are adverse parties in a litigation and such information is reasonably pertinent thereto, or (iv) if Seller reasonably determines upon the advice of counsel that they may no longer contact such employeeinformation should not be so disclosed due to its competitively sensitive nature, supplier or customer(b) any information relating to Taxes or Tax Returns other than information relating to the Group Companies.

Access to Information. (a) From During the date period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement until in accordance with its terms or the Closing Date, and upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsadvance notice from Purchaser, the Sellers shall use, (and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective and Representatives to) allow Purchaser and its Representatives, (i) afford during the Representatives applicable Seller’s normal business hours and without unreasonable interference with the operation of the Buyer reasonable accessEverest Plus Business (a) full access to, during normal business hoursand the right to inspect, to the officesall premises, properties, books assets, Books and records Records (including Tax records), Contracts, and such materials and information about the Everest Plus Business, the Purchased Assets, and the Assumed Liabilities as Purchaser may reasonably request, and (as applicable) to allow Purchaser and its Representatives to make copies thereof, all of which shall be provided in an organized fashion and so as to facilitate an orderly review, and (b) reasonable access to specified members of management of the Everest Plus Business and as the parties may reasonably agree and, with the approval of the Sellers (ii) furnish not to be unreasonably withheld, conditioned or delayed), such other persons as may be reasonably necessary to the Representatives consummation of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingTransactions; provided, however, that such investigation the foregoing shall not unreasonably interfere (i) preclude any discussions prior to Closing between Purchaser and its Representatives, on the one hand, and any Business Employees, on the other, regarding terms of their potential employment with Purchaser after Closing; (ii) require the Sellers to provide any such access or disclose any information to the extent the provision of the businesses such access or operations such disclosure would contravene Applicable Law or Educational Law, result in a breach of attorney-client or similar privilege, or violate any confidentiality or nondisclosure agreement or similar agreement or arrangement to which the Sellers or any of their Affiliatesrespective Subsidiaries are a party; and provided, further, that (iii) unreasonably disrupt the auditors and accountants normal operations of the Everest Plus Business or the Sellers or any of their Affiliates respective Subsidiaries. Purchaser acknowledges and agrees that any contact by Purchaser and its Representatives with any employees or members of management of the Everest Plus Business shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ arranged 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. If so requested supervised by designated Representatives of the Sellers, the Buyer shall enter into a customary joint defense agreement with unless the Sellers and such of their Affiliates as they request otherwise expressly consents with respect to any specific contact. No investigation by Purchaser or receipt of information to be provided to the Buyer or its Representatives by Purchaser pursuant to this Section 5.02(a). Without limiting 4.4 or any other provision of this Article IV shall operate as a waiver or otherwise affect any representation, warranty or agreement given or made by the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller Sellers in the operation of the Business, this Agreement and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers deemed to amend or customers), neither supplement the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerDisclosure Schedule.

Access to Information. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, Sellers shall (and shall cause the Acquired Companies to) (a) From provide to the date of this Agreement until the Closing DatePurchaser, upon its legal counsel and other Representatives reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, access to the offices, propertiesproperties and Books and Records, books and records of the Business and (iib) furnish to the Purchaser, its legal counsel and other Representatives such information relating to the Business as such Persons may reasonably request and (c) cause the employees, legal counsel, accountants and Representatives of the Buyer such additional financial and operating data and other information regarding Acquired Companies to reasonably cooperate with the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such Purchaser in its investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their AffiliatesBusiness; and provided, further, provided that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives no investigation pursuant to this Section 5.02(a)(or any investigation prior to the date hereof) shall affect any representation or warranty given by Sellers regarding any Acquired Company or any Purchaser Indemnified Party’s right to indemnification under this Agreement for breach thereof and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business. Without limiting the foregoing, prior Prior to the Closing, the Buyer Purchaser and its Representatives shall not conductcontact or communicate with the employees, without contractors, customers, suppliers, regulators and other business relations of any of the Acquired Companies in connection with the transactions contemplated hereby except (i) in connection with obtaining any Consent required in connection with this Agreement or the transactions contemplated hereby, or (ii) with the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, Acquired Company (which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers withheld, conditioned or customersdelayed), neither provided that the Buyer nor Acquired Companies shall each have the right to have a Representative present during any of its Representatives shall such contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided event that if a Seller does provide the Buyer it consents to such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customercontact.

Access to Information. From the date hereof until (but excluding) the Closing or the earlier termination of this Agreement, upon reasonable notice, the Company will: (a) From give Buyer, its counsel, financial advisors, auditors and other authorized Representatives reasonable access to the date offices, properties (including the Real Property), books and records of the Acquired Companies (including permitting Buyer’s environmental consultant to conduct site visits or telephone interviews with the Company’s environmental staff at up to 10 of the Company’s facilities (but with respect to the environmental consultant’s access and review, subject to the terms and conditions of this Agreement until Section 5.02, including, without limitation, the Closing Daterestriction on sampling, upon reasonable prior noticeinvasive, or subsurface investigations in clause (b) of the fourth sentence of this Section 5.02, and except further subject to such access and review being not more extensive than would be required for Buyer to obtain commercially reasonable environmental insurance coverage)); and (b) furnish to Buyer, and its counsel, consultants, financial advisors, auditors and other authorized Representatives, such financial, Tax and operating data and other information relating to the Acquired Companies as determined such Persons may reasonably request; provided, however, that any such access or furnishing of information will be conducted at Buyer’s expense, during normal business hours, under the supervision of the Company’s personnel and in such a manner as not unreasonably to interfere with the normal operations of the Acquired Companies. Neither Buyer nor its counsel, financial advisors, auditors or any other authorized Representatives will have access to personnel records of the Company and any of its Subsidiaries relating to individual performance or evaluation records, individual medical histories or other information which in the Company’s good faith opinion is sensitive or the disclosure of which could subject the Company or any of its Subsidiaries to risk of liability. Prior to the Closing, the Company will not be appropriate required to ensure compliance with disclose to Buyer or its counsel, financial advisors, auditors and other authorized Representatives any applicable Laws and information if doing so: (a) would reasonably be expected to violate any contract or Applicable Law to which the Company or any of its Subsidiaries is a party or is subject (provided that the Company shall use reasonable best efforts to obtain the consent to such disclosure of any applicable privileges other party to such contract); or (b) would reasonably be expected to, in its good faith belief, result in a loss of the ability to successfully assert a claim of privilege (including the attorney-client privilegeand work product privileges) and contractual confidentiality obligations, (provided that the Sellers Company shall use, and shall cause their Affiliates to use, use commercially reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hoursprovide such Persons, to the officesextent possible, properties, books and records with access to such information in a manner that would not reasonably be expected to result in any waiver of such privilege). Without the prior written consent of the Business and Company (iiwhich consent, in the case of clause (c) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; providedbelow, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 unreasonably withheld, delayed or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(aconditioned). Without limiting the foregoing, prior to the Closing, the neither Buyer shall not conductnor MergerSub, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall their Representatives, will: (a) contact any employees of, suppliers customers to, or customers vendors or suppliers of, any Acquired Company for any reason related to this Agreement, the Contemplated Transactions or any Acquired Company or the Business; (b) have any right to perform sampling or any invasive or subsurface investigations of any Seller properties (including the Real Property) or its Affiliates, except for contacts by facilities of the Buyer in Acquired Companies; or (c) contact any employee of the ordinary course of business consistent with past practices; provided that if a Seller does provide Acquired Companies. Until the Buyer such prior consentEffective Time, the information provided will be subject to the terms of the Confidentiality Agreement, and, without limiting the generality of the foregoing, Buyer will not, and Buyer will cause its Affiliates and Representatives not to, use such information for any purpose unrelated to the evaluation, negotiation, execution and consummation of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerContemplated Transactions.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith and after consultation with counsel to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the Laws, preserve attorney-client privilege) and privilege or comply with any contractual confidentiality obligations, the Sellers shall useSeller shall, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives the Business Subsidiaries to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, upon reasonable notice, to the offices, properties, books and records of the Business and (ii) furnish or cause to be furnished to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose purposes of preparing to operate the Business following the Closing; provided, however, that such investigation (x) shall not unreasonably interfere with any of the businesses businesses, personnel or operations of Seller, the Sellers Business Subsidiaries or any of their AffiliatesAffiliates and (y) shall not involve any sampling or intrusive environmental investigation at any Real Property without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed); and provided, further, that the auditors and accountants of Seller, the Sellers Business Subsidiaries or any of their Affiliates 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. If so reasonably requested by the SellersSeller, the Buyer shall enter into a customary joint defense agreement with Seller and the Sellers and such of their Affiliates as they request Business Subsidiaries with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. From the date hereof until the Closing, Seller shall (a) From afford Buyer and its Representatives reasonable access to and the date right to inspect all of this Agreement until the Closing DateLeased Real Property, upon reasonable prior noticeproperties, assets, premises, books and except as determined in good faith records, Material Contracts and other documents and data related to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toCompany, (ib) afford furnish Buyer and its Representatives with such financial, operating and other data and information related to the Company's rehabilitation business as Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of the Company to cooperate with Buyer reasonable access, during normal business hours, to the offices, properties, books and records in its investigation of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingCompany; provided, however, that any such investigation shall be conducted during normal business hours upon reasonable advance notice to the Company, under the supervision of the Company's personnel and in such a manner as not unreasonably to interfere with any the conduct of the Company's rehabilitation business or any other businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 Company. All requests by Buyer for access to work papers in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)5.02 shall be submitted or directed exclusively to Xxxx Xxxxx at xxxxxx@xxxxxx.xxx and Xxxxxxxx Xxxxx at xxxxxx@xxxxxx.xxx or such other individuals as Seller may designate in writing from time to time. Without limiting Notwithstanding anything to the foregoingcontrary in this Agreement, Seller shall not be required to disclose any information to Buyer if such disclosure would, in Seller's sole discretion: (w) cause significant competitive harm to the Company and its businesses, including the Company's rehabilitation business, if the transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or other privilege; or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement; or (z) reveal bids received from third parties in connection with transactions similar to those contemplated by this Agreement and any information and analysis (including financial analysis) relating to such bids. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the SellersSeller, which may be withheld for any reason, Buyer shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of, the Company's rehabilitation business without first obtaining Seller's written permission in each case, and Buyer shall have no right to perform invasive, destructive or subsurface investigations of the Leased Real Property or any Seller or its Affiliatesother environmental sampling (such as indoor air sampling). Buyer and Parent shall, except for contacts and shall cause their Representatives to, abide by the Buyer terms of the Confidentiality Agreement (as defined in the ordinary course of business consistent Section 5.04) with past practices; respect to any access or information provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Section 5.02.

Access to Information. (a) From During the date Pre-Closing Period, Seller shall, and shall cause each of this Agreement until the Closing Dateother Divesting Entities to, afford to Purchaser and its Representatives reasonable access, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, notice during normal business hours, to each of the officesPrinceton Facility, properties, the Transferred Assets and the books and records of the Business and (ii) furnish Divesting Entities to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or extent relating to the Transferred Assets as and the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingAssumed Liabilities; provided, however, that, except with respect to access to the Princeton Facility, such access may be provided through an electronic data room; provided, further, however, that any such investigation access shall be afforded subject to Section 6.03 and at such times and in a manner that does not (x) unreasonably interfere with or disrupt the normal operation of the Princeton Facility or any other operations of the Divesting Entities or (y) in light of the COVID-19 pandemic, materially jeopardize the health and safety of any Person at the Princeton Facility and is compliant with the terms and conditions of the Princeton Lease. During the Pre-Closing Period, when accessing the Princeton Facility pursuant to and in accordance with this Section 6.02(a), Purchaser shall, and shall cause its Affiliates and Representatives to, comply with all safety and security requirements for the Princeton Facility communicated to them. All inspections and testing shall be non-invasive to the Princeton Facility. Such rights of access explicitly exclude any environmental investigations or testing or any other intrusive or invasive sampling, including subsurface testing of soil, surface water or groundwater at the Princeton Facility. All requests for information made pursuant to this Section 6.02(a) shall be directed to such Person or Persons as may be designated by Seller, and Purchaser shall not directly or indirectly contact any officer, director, employee, agent or other Representative of any of the businesses or operations of the Sellers Divesting Entities or any of their Affiliatesrespective Affiliates without the prior approval of such designated Person(s); and provided, furtherhowever, that, in accordance with the terms and conditions of Article VII, Purchaser and its Representatives may contact Employees for the purpose of making offers of employment to Employees and communicating, negotiating and discussing the terms and conditions of such employment and other matters relating to such employment with such Employees. During the Pre-Closing Period, Purchaser agrees that the auditors neither it nor any of its Affiliates or Representatives is authorized to contact, and accountants Purchaser shall not, and shall cause its Affiliates and Representatives not to, contact, any licensor, competitor, supplier, distributor or customer of any of the Sellers Divesting Entities or any of their respective Affiliates with respect to the Transferred Assets, the Assumed Liabilities, this Agreement, the Ancillary Agreements or the Acquisition or the other transactions contemplated by this Agreement or the Ancillary Agreements, without the prior written consent of Seller, which consent shall not be obliged unreasonably withheld, conditioned or delayed. Neither the auditors and independent accountants of any of the Divesting Entities or any of their respective Affiliates, on the one hand, nor the auditors and independent accountants of Purchaser and its respective Affiliates, on the other hand, shall be obligated to make any work papers available to any Person except in accordance with such auditors’ under this Agreement, unless and accountants’ normal disclosure procedures and then only after until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants. If so requested by the SellersSeller, the Buyer Purchaser shall, and shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with the Sellers and such of their Seller or its Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives Purchaser pursuant to this Section 5.02(a6.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer.

Access to Information. (a) From and after the date of this Agreement until the Closing Date, upon reasonable prior noticethe Seller, Marconi IP and except as determined in good faith the Parent shall afford, and, to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsextent reasonably necessary, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives toits Affiliates to afford, (i) afford to the Representatives of the Buyer Purchaser and its Representatives, on a reasonably timely basis, reasonable access, upon reasonable notice during normal business hours, to all the officespersonnel (other than external professional advisors), work papers, information systems, properties, books books, contracts, commitments, Tax Returns and records of, or relating to (and then only to the extent relating to), the Access Business and during such period shall furnish to the Purchaser and its Representatives any information relating to (and then only to the extent relating to) the Access Business, the Assets and the Assumed Obligations, and to Retained Obligations that arise from, relate to or affect, the Access Business, as the Purchaser or its Representatives may reasonably request (including all information reasonably necessary for purposes of transition planning and preparation for post-Closing integration purposes); provided, that, nothing herein will obligate the Seller, Marconi IP or the Parent to (i) take any actions that would unreasonably interrupt the normal course of the Access Business and or (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business violate any Law or the Transferred Assets as terms of any Contract to which the Buyer may from time to time reasonably request for Seller, Marconi IP, or the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers Parent or any of their AffiliatesAffiliates is a party or to which any of their respective assets are subject; and provided, further, if any particular item of the Seller, Marconi IP or the Parent that the auditors and accountants Purchaser has the right of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting 6.1 contains both information related to the Access Business and other information, then the Seller, Marconi IP and the Parent (as applicable) can, at its option either (A) provide a copy of such information to the Purchaser subject to the Purchaser's obligations contained herein to keep such other information confidential or (B) create a new form of such 52 information and provide the Purchaser with access to such new form of information (which new form of information shall incorporate all information that the Purchaser has the right to access to pursuant to this Section 6.1) (it being understood that, notwithstanding the foregoing, prior the Seller shall make available to the ClosingPurchaser the original complete copy of any particular item of information if the Purchaser has a reasonable need to review such original copy, the Buyer shall subject to reasonable redaction that is not conduct, without the prior written consent inconsistent with such reasonable need of the SellersPurchaser). The Purchaser's right of access to Tax Returns pursuant to this Section 6.1 shall be limited to Tax Returns relating to real estate, any environmental investigation at any personal property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection ad valorem Taxes payable with any such properties. Notwithstanding anything respect to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerAssets.

Access to Information. From the date hereof until the Closing and subject to the confidentiality agreement by and between the Parties, dated as of [***] (the “Nondisclosure Agreement”), Seller shall, during its regular business hours and without any unreasonable interference with Seller’s operation of its business in the ordinary course and for the sole purpose of integration planning and the consummation of the transactions contemplated hereby: (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, afford Purchaser and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws its Affiliates and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, reasonable access to and the right to inspect the Somerset Facility and all of the assets and other documents and data related to the Purchased Assets; and (ib) afford instruct the Representatives of the Buyer reasonable access, during normal business hours, Seller to the offices, properties, books cooperate with Purchaser and records its Affiliates and their respective Representatives in their investigation and due diligence of the Business Somerset Facility and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the ClosingPurchased Assets; provided, however, that any such investigation shall not unreasonably interfere with any be conducted during normal business hours upon reasonable advance notice to Seller and under the supervision of Seller’s personnel. Notwithstanding anything to the businesses or operations of the Sellers or any of their Affiliates; and providedcontrary in this Agreement, further, that the auditors and accountants of the Sellers or any of their Affiliates Seller shall not be obliged required 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to disclose any information to be provided Purchaser if such disclosure would, in Seller’s sole discretion: (w) cause significant competitive harm to Seller, its Affiliates and their respective businesses, if the Buyer transactions contemplated by this Agreement are not consummated; (x) jeopardize any attorney-client or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoingother privilege; or (y) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the date of this Agreement. Prior to the Closing, the Buyer shall not conduct, without the prior written consent of the SellersSeller, which shall not be unreasonably withheld, conditioned, or delayed, Purchaser shall not contact any environmental investigation at any property owned or leased by any Seller in the operation of the Businesssuppliers to, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such propertiesSeller. Notwithstanding anything to the contrary contained herein, prior Prior to the Closing, without the prior written consent of the SellersSeller, which Purchaser shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers perform invasive, destructive or customers), neither subsurface investigations of the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Somerset Facility or any of its Representatives that they may no longer contact such employee, supplier or customerother environmental sampling.

Access to Information. (a) From the date of this Agreement hereof until the Closing DateClosing, upon reasonable prior noticeSeller shall, insofar as permitted by law and except as determined in good faith any applicable contractual limitations, cause to be appropriate afforded to ensure compliance with any applicable Laws Purchaser and subject its representatives reasonable access to any applicable privileges (including the attorney-client privilege) Company’s and contractual confidentiality obligationseach Subsidiary’s offices, the Sellers shall useproperties, books and shall cause their Affiliates to userecords, reasonable best efforts to cause in each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable accesscase, during normal business hours, in order that Purchaser may have full opportunity to make such investigations as it may reasonably require of the affairs of the Company, provided that any such investigation will only be upon reasonable notice, will not unreasonably disrupt personnel and operations and will be at Purchaser’s sole risk and expense. All requests for access to the offices, properties, books books, and records of the Business Company or any Subsidiary will be made to such representatives of Seller as Seller will designate, who will be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser nor its representatives will contact or in any way solicit (iifor any purpose whatsoever) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses employees, customers, suppliers or operations other associates or Affiliates of Seller, the Sellers Company, any Subsidiary or any Joint Venture in connection with the transactions contemplated hereby, whether in person or by telephone, mail, email or other means of their Affiliates; communication, without the specific prior written authorization of such representatives of Seller. All notices and providedapplications to, furtherfilings with, that and other contacts with any Government Authority relating to the auditors transactions contemplated hereby will be made by either party only after prior consultation with and accountants of approval by the Sellers or any of their Affiliates shall other party, which approval will not be obliged to make unreasonably withheld. The Company and Seller may, as each deems advisable and necessary, reasonably designate 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be competitively sensitive material provided to the Buyer other under this Section 5.2 as for “Outside Counsel Only.” Such materials and the information contained therein shall be given only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to employees, officers, or directors of the recipient unless express permission is obtained in advance from the source of the materials (the Company or Seller as the case may be) or its Representatives legal counsel. All information obtained by any of Purchaser and its employees, agents and representatives pursuant to this Section 5.02(a)5.2 shall be kept confidential in accordance with the Confidentiality Agreement. Without limiting Notwithstanding the foregoing, prior to the Closingnone of Seller, the Buyer shall not conduct, without the prior written consent of the SellersCompany, any environmental investigation at Subsidiary or any property owned Joint Venture shall be required to violate any obligation of confidentiality to which Seller, the Company, any Subsidiary or leased by any Seller in the operation of the Business, and in no event may Joint Venture is subject or to waive any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, privilege which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer them may possess in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue discharging their obligations pursuant to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerthis Section 5.2.

Access to Information. (a) From Subject to the date of Confidentiality Agreement and this Agreement until Section 6.2, the Closing Date, Company shall allow Acquiror and its authorized representatives reasonable access upon reasonable prior notice, advance notice and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, at Acquiror’s expense during normal business hours, hours to the offices, Company and its properties, books equipment, books, records, Licenses, Contracts, documents and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request key personnel for the purpose of preparing inspection, and the Company shall provide reasonable assistance to operate Acquiror in contacting its vendors, customers, Employees (subject to Section 6.5 hereof) or any other party reasonably requested by Acquiror, it being understood that the Business following rights of Acquiror hereunder shall not be exercised in such a manner as to unreasonably interfere with the Closingoperations of the Company’s Business; provided, however, that such investigation Acquiror shall not unreasonably interfere with contact any vendor, customer or Employee (subject to Section 6.5 hereof) without reasonable prior notice to the Company and the opportunity for the Company to participate in any related discussions or meetings. From and after the Closing, Acquiror, the Surviving Corporation and the Representative shall afford to each other, and their respective counsel, accountants and other authorized agents and representatives, including any Party’s appraiser of the businesses or operations assets of the Sellers or any of their Affiliates; Company, during normal business hours reasonable access to the employees, books, records and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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 other data relating to such access to work papers the Company and the Business in form and substance reasonably acceptable to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request its possession with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, periods prior to the Closing, and the Buyer shall not conductright to make copies and extracts therefrom, without to the prior written consent extent that such access may be reasonably required by the requesting party (a) to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made against any such Party or Person or its Affiliates, (b) for the preparation of Tax Returns and audits, (c) the determination of the SellersNet Working Capital, any environmental investigation at any property owned or leased by any Seller in and (d) such other matters as may be reasonably necessary for the operation of the BusinessBusiness following Closing. Except pursuant to a reasonable document retention policy, and in no event may neither Acquiror, the Surviving Corporation nor the Representative shall dispose of, alter or destroy any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything materials without giving forty-five (45) days’ prior written notice to the contrary contained hereinother Party so that such Party may, prior to the Closingat its expense, without the prior consent examine, make copies or take possession of such materials. The primary point of contact of the Sellers, which Representative for any post-Closing access by Acquiror or the Surviving Corporation shall not be unreasonably withheld (Xxxxxxx X. Xxxxxx and which must the primary point of contact of Acquiror or the Surviving Corporation for any post-Closing access by Representative shall be in writing only for contacts with suppliers or customers), neither the Buyer nor any Chief Legal Officer of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practicesAcquiror; provided that if a Seller does provide either Representative or Acquiror or the Buyer Surviving Corporation may change such prior consent, designation by written notice (which may come in the Buyer and any form of its Representatives may continue an email) to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any other Party’s primary point of its Representatives that they may no longer contact such employee, supplier or customercontact.

Access to Information. (a) From Subject to the date of this Agreement until the Closing DateConfidentiality Agreement, each Seller shall allow Buyer and its authorized representatives reasonable access upon reasonable advance notice and at Buyer’s expense during normal business hours to the Sellers and their respective properties, equipment, books, records, Governmental Permits, Assumed Contracts, documents and key personnel for the purpose of inspection, it being understood that the rights of Buyer hereunder shall not be exercised in such a manner as to unreasonably interfere with the operations of the Sellers’ business, nor shall Buyer contact or otherwise discuss the transactions described herein with any franchisor, vendor, customer, Seller Employee (subject to Section 5.6 hereof) or any other party, except upon the Sellers’ prior noticeapproval (not to be unreasonably withheld, conditioned or delayed). From and after the Closing, Buyer and Sellers shall afford to each other, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives tocounsel, (i) afford the Representatives accountants and other authorized agents and representatives, including any Party’s appraiser of the Buyer reasonable accessAssets, during normal business hours, hours reasonable access to the officesemployees, propertiesbooks, books records and records of the Business and (ii) furnish other data relating to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; providedCompany, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request the Systems in its possession with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, periods prior to the Closing, and the Buyer shall not conductright to make copies and extracts therefrom, without to the prior written consent extent that such access may be reasonably required by the requesting party (a) to facilitate the investigation, litigation and final disposition of any claims which may have been or may be made against any such party or Person or its Affiliates, (b) for the preparation of Tax Returns and audits, (c) the determination of the SellersNet Working Capital, any environmental investigation at any property owned or leased by any Seller in (d) such other matters as may be reasonably necessary for the operation of the BusinessSystems following Closing and (e) to comply with any post-Closing covenants in this Agreement, and in no event may including the allocation of the Purchase Price pursuant to Section 2.7. Neither Buyer nor Sellers shall dispose of, alter or destroy any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything materials without giving 45 days’ prior written notice to the contrary contained hereinother Party so that such Party may, prior to the Closingat its expense, without the prior consent examine, make copies or take possession of such materials. The primary point of contact of the Sellers, which Sellers for any post-Closing access by Buyer shall not be unreasonably withheld (Xxxxxx Xxxxxxx and which must the primary point of contact of Buyer for any post-Closing access by Sellers shall be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practicesXxxxx Xxxxxxx; provided that if a Seller does provide either Sellers or Buyer may change such designation by written notice (which may come in the Buyer such prior consent, form of an email) to the Buyer and any other party’s primary point of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customercontact.

Access to Information. (ai) From the date hereof until the earlier of the termination of this Agreement until and the Closing DateClosing, Intermediate LLC, the Company and the Subsidiaries shall afford to Buyer and its accountants, counsel and other representatives reasonable access, upon reasonable prior notice, notice and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, only during normal business hours, to properties (excluding the officesCompany Property, propertiesaccess to which is addressed in clause (b), books below), books, Contracts and records of Intermediate LLC, the Business Company and the Subsidiaries. The Acquired Companies shall afford to Buyer access to their customers for Customer Interviews, as and to the extent provided in the final sentence of this Section 6.2(a). From and after the Cut Bait Time, the Acquired Companies shall use commercially reasonable efforts to facilitate Buyer’s access to their customers and suppliers (it being understood that the Acquired Companies cannot compel such customers and suppliers to participate in any discussions with Buyer): (i) with respect to customers set forth on Schedule 6.2(a)(i) (“Specified Customers”), as requested by Buyer, provided that the Acquired Companies shall have the right to have a representative participate in any call between Buyer and such Specified Customers and Buyer shall not discuss any topics, other than those set forth on Schedule 6.2(a)(ii) (the “Specified Categories”) with such Specified Customers, without the Company’s consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information customers or suppliers other than the Specified Customers, only with the prior consent of the Company’s Chief Executive Officer (not to be provided unreasonably withheld, conditioned or delayed). Notwithstanding any of the foregoing, (A) from and after the Cut Bait Time, Buyer may communicate with any customers or suppliers who contact Buyer on their own initiative, so long as Buyer (1) uses reasonable efforts to allow a representative of the Company to participate in calls with such customers or suppliers, and (2) does not affirmatively raise topics not included in the Specified Categories during such communications; and (B) the restrictions on customer and supplier contact in this Section 6.2(a) do not apply to contact with customers, suppliers or other business relations of Buyer or any of its Affiliates relating solely to the Buyer or its Representatives conduct of Buyer’s business. In connection with any access provided pursuant to this Section 5.02(a6.2(a), Buyer and its accountants, counsel and other representatives shall use their commercially reasonable efforts to cooperate with the Company and its representatives to minimize undue disruption to the normal operations of Intermediate LLC, the Company and the Subsidiaries resulting from such access. Without limiting Furthermore, notwithstanding anything to the foregoingcontrary in this Section 6.2(a), prior to the Closing, the (x) Buyer shall not conducthave access to individual medical histories (including any protected health information) or other information the disclosure of which, in the Company’s reasonable opinion, would violate applicable Law or could reasonably be expected to subject Intermediate LLC, the Company or the Subsidiaries to risk of Liability, (y) Buyer shall not be entitled to conduct any invasive sampling or testing with respect to the properties of any Person without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), and (z) nothing herein shall require Seller, Intermediate LLC, the SellersCompany or any of its Subsidiaries to furnish to Buyer or provide Buyer with access to information that legal counsel for Seller, Intermediate LLC, the Company or any environmental investigation at any property owned of its Subsidiaries reasonably conclude may give rise to a violation of antitrust or leased by any Seller in competition Laws or that is subject to attorney-client privilege. Seller, Argotec Holdings and the operation Acquired Companies shall use their reasonable best efforts to provide Buyer with the opportunity to conduct interviews with five of the BusinessSpecified Customers and may only ask such customers the questions within the Specified Categories (each such interview, a “Customer Interview”) in each case at times reasonably convenient for Buyer and in no event may any such environmental investigation include any sampling or other intrusive investigation of airlater than 5:00 p.m. New York City Time on Monday, surface waterSeptember 21, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer2015.

Access to Information. From the date hereof until the Closing, Seller shall, upon reasonable advance written notice (a) From the date of this Agreement until the Closing Dateafford Buyer and its Representatives, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to useat Buyer’s expense, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hourshours to and the right to inspect all of the Real Property, Purchased Assets, Assigned Contracts and other documents and data related to the officesBusiness; (b) furnish Buyer and its Representatives, propertiesat Buyer’s expense, books with such financial, operating and records of other data and information related to the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives may reasonably request; and (c) instruct the Representatives of Seller to reasonably cooperate with Buyer during normal business hours in its investigation of the Business. Any investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the Business or any other businesses of Seller. Notwithstanding the foregoing provisions of this Section 6.02 or any other provision of this Agreement, Seller shall be required to provide to Buyer documents that they are subject to a confidentiality agreement that has not been duly waived and that relates to a party other than Seller, and provided that all documents or other information subject to attorney-client privilege and work-product doctrine shall be provided only under a joint defense privilege, to the extent applicable, and Buyer and Seller shall enter into such documentation as may no longer contact reasonably be required to evidence such employeejoint privilege. Buyer agrees that it will not, supplier and it will cause its Representatives to not, use any information obtained pursuant to this Section 6.02 for any purpose unrelated to the consummation of the transactions contemplated by this Agreement. That certain Mutual Non-Disclosure Agreement, dated February 21, 2018 by Buyer and Seller, shall apply with respect to information furnished by Seller and its Representatives thereunder or customerhereunder and any other activities contemplated thereby or hereby, until the Closing and thereafter to the extent provided therein.

Access to Information. (a) From During the period from and after the date of this Agreement until through the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any the extent not prohibited by applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsLaw, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford to the Representatives Parent and the Purchaser and their respective attorneys, accountants and other advisors and representatives, upon reasonable prior notice and during normal business hours, reasonable access to the books and records of the Buyer Sellers arising out of or relating to the Business, to other documents, materials or information reasonably requested by the Purchaser with respect to the Assets, the Assumed Liabilities or the operation of the Business and to the personnel and consultants and (subject to the provisions of Section 5.02(c)) the assets and properties and (subject to the right of the Sellers in the immediately following sentence of this Section 5.02(a)) the customers, lessors, insurers, distributors, brokers and suppliers of and relating to the Business, including access to the Facilities (it being agreed that the Parent and the Purchaser shall not be entitled to conduct Phase II or other similarly invasive environmental assessments thereof and (ii) shall make reasonably available the officers and employees of the Sellers who provide services in connection with the Business, upon reasonable access, prior notice and during normal business hours, to discuss the offices, properties, books and records ongoing operation of the Business and (ii) furnish to Business, the Representatives implementation of the Buyer such additional financial and operating data transactions contemplated by the Agreement and other information regarding the Business matters relating to this Agreement or the Transferred Assets as the Buyer may from time transactions contemplated hereby. The Sellers shall be entitled, if they so elect, to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that have a representative participate in any such investigation shall not unreasonably interfere discussions with any personnel, consultant, customer, lessor, insurer, distributor, broker or supplier of any Seller. All confidential or proprietary information received by, or made available to, the Parent or the Purchaser pursuant to this Section 5.02(a) will be held in confidence by it in accordance with the provisions of the businesses Confidentiality Agreement. Notwithstanding the foregoing, (A) nothing herein shall require the Sellers to disclose any information if such information is the subject of any attorney-client or operations of other legal privilege available to the Sellers or any of their Affiliates; its Affiliates and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives thereof pursuant to this Section 5.02(a). Without limiting the foregoing, prior Agreement would jeopardize such legal privilege or contravene any applicable Law and (B) to the Closingextent that any information is withheld pursuant to subclause (A) above because disclosure thereof would jeopardize any attorney-client privilege or other legal privilege, the Buyer Sellers shall use commercially reasonable efforts to make alternative arrangements to provide or make available such information to the Parent and the Purchaser (or their respective attorneys, accountants and other advisors and representatives) in a manner that would not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may jeopardize any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerprivilege.

Access to Information. From the date hereof until the Effective Time, as consistent with applicable Laws, the Company and the other Acquired Companies will (a) From the date of this Agreement until the Closing Dategive Sunrise and its counsel, upon reasonable prior noticefinancial advisors, auditors and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges other authorized representatives (including the attorney-client privilege) and contractual confidentiality obligationscollectively, the Sellers shall use, and shall cause their Affiliates to use, “Sunrise Representatives”) reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, access during normal business hours, hours to the offices, properties, books Books and records Records of the Business and Acquired Companies, (iib) furnish to Sunrise and the Sunrise Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer such Persons may from time to time reasonably request for and (c) instruct the purpose of preparing Trinity Employees and counsel and financial advisors to operate the Business following KRG Stockholders and the Closing; provided, however, that such Acquired Companies to reasonably cooperate with Sunrise in Sunrise’s investigation shall not unreasonably interfere with any of the businesses or operations business of the Sellers or any of their Affiliates; and providedAcquired Companies, furtherincluding, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to the Trinity Employees, making such employees available for meetings and on-site visits as Sunrise may reasonably request, so long as such meetings and visits do not interfere with the Trinity Employees’ services to the Acquired Companies; provided that any information to be provided to Sunrise or the Buyer or its Sunrise Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior 7.02 will be subject to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental Confidentiality Agreement; and provided further that no investigation at any property owned pursuant to this Section 7.02 or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or otherwise in connection with this Agreement will affect any such propertiesrepresentation or warranty given by the Principal Stockholders or the Company hereunder. Notwithstanding anything From the date hereof until the Effective Time, the Principal Stockholders and the Company will furnish and will cause each Acquired Company to furnish to Sunrise copies of any notices, documents, requests, court papers or other materials received from any Governmental Entity or third party with respect to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerContemplated Transactions.

Access to Information. (a) From and after the date of this Agreement until the earlier of the Closing Date, upon reasonable prior notice, Time and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws the termination of this Agreement and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsLaw, the Sellers shall useCompany agrees to send the following to the Purchaser and Seller during the Reporting Period (i) unless the following are filed with the SEC through XXXXX and are available to the public through the XXXXX system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Reports on Form 40-F, any Interim Reports on Form 6-K and any registration statements or amendments filed pursuant to the 1933 Act, (ii) unless the following are either filed with the SEC through XXXXX or are otherwise widely disseminated via a recognized news release service (such as PR Newswire), on the same day as the release thereof, facsimile copies of all press releases issued by the Company or any of its Subsidiaries and (iii) unless the following are filed with the SEC through XXXXX, copies of any notices and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available or giving thereof to the shareholders. In addition to the foregoing from and after the date of this Agreement until the earlier of the Closing Time and the termination of this Agreement and, the Company shall, subject to applicable Law, (i) permit, and shall cause their Affiliates each of its Subsidiaries to usepermit, reasonable best efforts the Purchaser and its employees, agents and designees to cause enter upon, inspect and audit each of their respective Representatives toproperties, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, propertiesassets, books and records from time to time and to the extent such inspection or audit is reasonably necessary in connection with the subject matter of this Agreement, at reasonable times during normal business hours and upon reasonable notice; provided that any such inspection shall be at the sole expense of the Business Purchaser, and (ii) furnish provide to the Representatives of the Buyer such additional financial Purchaser information concerning its business, properties and operating data and other information regarding the Business or the Transferred Assets personnel as the Buyer may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any the Transaction. The Company and Purchaser acknowledge and agree that all information to be provided by the Company to the Buyer or its Representatives Purchaser pursuant to this Section 5.02(a). Without limiting 4.9 shall be considered to be Confidential Information for purposes of the foregoingConfidentiality and Standstill Agreement dated December 16, prior 2021 between the Company and the Purchaser and shall be subject to such Confidentiality and Standstill Agreement and to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything Project Storm: Joint Protocol for Information Exchange agreed to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in Company and the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentPurchaser on March 18, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customer2022.

Access to Information. During the Pre-Closing Period, the Debtors agree to provide (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance Backstop Parties with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligations, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hourssuch other material information regarding, to the offices, properties, books and records extent not constituting material non-public information (within the meaning of the Business and (iiUnited States Federal, state or other applicable securities laws) furnish with respect to the Representatives Debtors and their affiliates or their securities, the operations, business affairs and financial condition of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets Debtors, in each case as the Buyer Backstop Parties may reasonably request from time to time and (b) upon request, provide the AHG Advisors who have signed customary confidentiality agreements information (to the extent practically available) reasonably request for requested regarding the purpose of preparing to operate Company or its Subsidiaries; provided that the Business following the Closing; provided, however, that such investigation foregoing obligation shall not unreasonably interfere with require the Company or any of the businesses or operations of the Sellers Debtor or any of their Affiliates; and employees, officers, advisors or other representatives to (1) take any action or share any information which is restricted or prohibited by obligations of confidentiality binding on the Company or any Debtor, applicable Law or the rules of any applicable securities exchange (provided, furtherthat such Company or Debtor, as applicable, must only withhold the portion of such information or materials that the auditors are actually subject to such confidentiality obligations, applicable Law or rules of any applicable securities exchange, and accountants unless otherwise restricted from doing so by any of the Sellers aforementioned, use commercially reasonable efforts to provide such withheld information or materials to the AHG Advisors pursuant to a Confidentiality Agreement); provided further that, except with respect to Delta (as defined in the Restructuring Support Agreement) (or any of their Affiliates its Related Purchasers or Ultimate Purchasers that are Affiliates) or the Debtors, the foregoing shall not be obliged in any event permit any other party to make any work papers available this Agreement (or such party’s representatives or Affiliates) to have access 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to contracts between any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, Debtors and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller Delta or its Affiliates, except for contacts by other than the Buyer in Transaction Agreements, nor (2) disclose any document or share any information over which the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer Company or any Debtor asserts any legal professional privilege nor waive or forego the benefit of its Representatives that they may no longer contact such employee, supplier or customerany applicable legal professional privilege.

Access to Information. (a) From the date of this Agreement until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate necessary to ensure compliance with any applicable Laws and subject to Law, preserve any applicable privileges privilege (including the attorney-client privilege) and or comply with any contractual confidentiality obligations, Seller shall, shall cause the Sellers shall useBusiness Subsidiaries to, and shall cause their Affiliates to use, use commercially reasonable best efforts to cause each of their respective its Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, upon reasonable notice, to the officesproperties, propertiesoperations, books and records of the Business Subsidiaries and of Seller and its Affiliates in respect of the Business Subsidiaries and the Business, (ii) furnish or cause to be furnished to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for request, (iii) use its commercially reasonable efforts (including executing a customary joint defense agreement with Buyer) to obtain the purpose assistance of preparing Seller’s auditors, accountants, counsel and other advisors in connection with Buyer’s investigation and (iv) make available to operate the Representatives of Buyer and its Affiliates those employees of Seller and the Business following Subsidiaries whose assistance, expertise, testimony, notes and recollections or presence are necessary to assist Buyer in connection with its inquiries for any of the Closingpurposes referred to above; provided, however, that such investigation (x) shall not unreasonably interfere with any of the businesses businesses, personnel or operations of Seller, the Sellers Selling Corporations, the Business Subsidiaries or any of their AffiliatesAffiliates and (y) shall not involve any sampling or intrusive environmental investigation at any Leased Real Property without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed); and provided, further, that the auditors and accountants of Seller, the Sellers Business Subsidiaries or any of their Affiliates 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. If so reasonably requested by the SellersSeller, the Buyer shall enter into a customary joint defense agreement with Seller, the Sellers Selling Corporations, and such of their Affiliates as they request the Business Subsidiaries with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a). Without limiting No information or knowledge obtained in any review pursuant to this Section 5.02(a) shall affect or be deemed to modify any representation or warranty contained herein or the foregoing, prior conditions to the Closing, the Buyer shall not conduct, without the prior written consent obligations of the Sellersparties to consummate the transactions contemplated by this Agreement in accordance with the terms and provisions hereof, nor shall it prejudice any environmental investigation at any property owned right or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers entitlement of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue Indemnified Parties to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerindemnification under this Agreement.

Access to Information. (a) From the date of this Agreement until the Closing DateAt Buyer's expense, upon reasonable prior noticeBuyer and its authorized agents, officers and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsrepresentatives, the Sellers shall use, and shall cause their Affiliates to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer reasonable access, during normal business hours, to the offices, properties, books and records of the Business and (ii) furnish to the Representatives of the Buyer such additional financial and operating data and other information regarding the Business or the Transferred Assets as the Buyer may from time to time reasonably request for the purpose of preparing confirming the representations and warranties contained in Article III, shall have reasonable access to operate the Business following properties, books, records, contracts, information and documents of the ClosingCompanies; provided, however, that such investigation examinations and investigations, (a) shall occur with a minimum of 24 hours advance written notice, (b) shall be conducted during normal business hours and (c) shall not unreasonably interfere with any the operations and activities of the businesses Companies. Sellers and the Companies shall cooperate in all reasonable respects with Buyer's examinations and investigations. Buyer shall maintain all information regarding the Companies in complete confidence and shall not disclose such information to any person except as required by law, provided, however, Buyer shall not be required to keep confidential information that (i) is or operations becomes generally available to the public other than as a result of the disclosure by Buyer, (ii) is or becomes available to Buyer on a nonconfidential basis from a source other than Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers Companies or (iii) Buyer or any of their Affiliates is required to disclose pursuant to applicable law, rule, regulation or subpoena. At Buyer's expense, Buyer shall not be obliged entitled to make any work papers available designate an agent of Buyer reasonably satisfactory to any Person except in accordance with Sellers to act as an observer of the operations of the Companies and such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such agent shall have access to work papers all properties, books, records, contracts, information, documents and personnel of the Companies subject to the limitations set forth in form clause (a), (b) and substance reasonably acceptable (c) above. Sellers acknowledge and agree that nothing in this Section 5.6 shall be deemed to such auditors or accountants. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the release Sellers and such from any of their Affiliates as they request with respect to any information to be provided to the Buyer liabilities or its Representatives pursuant to obligations under this Section 5.02(a). Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, any environmental investigation at any property owned or leased by any Seller in the operation of the Business, and in no event may any such environmental investigation include any sampling or other intrusive investigation of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything to the contrary contained herein, prior to the Closing, without the prior consent of the Sellers, which shall not be unreasonably withheld (and which must be in writing only for contacts with suppliers or customers), neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consent, the Buyer and any of its Representatives may continue to contact such employee, supplier or customer (x) unless such consent explicitly states otherwise or (y) until such Seller informs the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerAgreement.

Access to Information. (a) From Subject to applicable Law, from the date of this Agreement hereof until the Closing Date, upon reasonable prior notice, and except as determined in good faith to be appropriate to ensure compliance with any applicable Laws and subject to any applicable privileges (including the attorney-client privilege) and contractual confidentiality obligationsClosing, the Sellers shall useshall, and shall cause their Affiliates each Company and each Subsidiary, upon receiving reasonable notice from the Purchaser, permit the Purchaser and its authorized representatives, including its agents, employees, contractors, and consultants, to use, reasonable best efforts to cause each of their respective Representatives to, (i) afford the Representatives of the Buyer have reasonable access, at the sole risk of the Purchaser and during normal business hours, hours (and without undue interference to the offices, properties, books and records ordinary operations of the Business and (iiupon receipt by the Sellers of any indemnity or other agreement or commitment from the Purchaser as the Sellers may reasonably require in the circumstances) furnish to facilitate the Representatives transition of the Buyer such additional financial business following the Closing, and operating data to perform, at the Purchaser’s expense, inspections of and other information regarding concerning the Business or and the Transferred Purchased Assets as the Buyer Purchaser may from time to time reasonably request for the purpose of preparing to operate the Business following the Closing; provided, however, that such investigation shall not unreasonably interfere with any of the businesses or operations of the Sellers or any of their Affiliates; and provided, further, that the auditors and accountants of the Sellers or any of their Affiliates 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. If so requested by the Sellers, the Buyer shall enter into a customary joint defense agreement with the Sellers and such of their Affiliates as they request with respect to any information to be provided to the Buyer or its Representatives pursuant to this Section 5.02(a)deem appropriate. Without limiting the foregoing, prior to the Closing, the Buyer shall not conduct, without the prior written consent of the Sellers, the Purchaser may not communicate with any environmental investigation at any property owned employees, consultants, suppliers, financing sources or leased by any Seller in the operation customers of the BusinessSellers, the Companies or the Subsidiaries or Club Intrawest members, and in the Purchaser shall have no event may any such environmental investigation include any sampling or other intrusive investigation right of air, surface water, groundwater, soil or anything else at or in connection with any such properties. Notwithstanding anything access hereunder to the contrary contained herein, prior to the Closing, Excluded Assets without the prior written consent of the Sellers, which shall not be unreasonably withheld (withheld, conditioned or delayed. The Purchaser and which must any representatives may not conduct any invasive environmental testing or sampling. Notwithstanding anything to the contrary in this Agreement, the Sellers shall not be in writing only for contacts with suppliers or customers)required to disclose any information to the Purchaser if such disclosure would, neither the Buyer nor any of its Representatives shall contact any employees of, suppliers to, or customers of any Seller or its Affiliates, except for contacts by the Buyer in the ordinary course of business consistent with past practices; provided that if a Seller does provide the Buyer such prior consentSellers’ sole discretion, the Buyer and (i) jeopardize any of its Representatives may continue to contact such employee, supplier attorney-client or customer (x) unless such consent explicitly states otherwise other legal privilege or (yii) until such Seller informs contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the Buyer or any of its Representatives that they may no longer contact such employee, supplier or customerdate hereof.