Common use of Access and Cooperation Clause in Contracts

Access and Cooperation. Seller will and will cause each other Seller Entity (in each case, with respect to the Business) and each Acquired Company to (a) permit Buyer and its Debt Financing Sources and their representatives to have, upon reasonable advance notice, to Seller, reasonable access during normal business hours to all key personnel, books, properties, records, Contracts, documents and data of the Seller Entities (in each case to the extent relating to the Business) and the Acquired Companies and (b) furnish Buyer, its Debt Financing Sources, and their representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices with respect to the Financial Statements and Cree Financial Statements. No information provided to or obtained by Buyer shall affect any representation or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its and their respective representatives if such disclosure would, or would reasonably be expected to, in each case in Seller’s sole discretion: (x) cause significant competitive harm to Seller, its Affiliates or their respective businesses (including the Business) if the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; provided, however, in each case that Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that the Buyer and the Debt Financing Sources and its and their respective representatives may have access to such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 4.4 or otherwise.

Access and Cooperation. Seller will and will cause each other Seller Entity (in each case, with respect to the Business) and each Acquired Company to (a) During the period from the date of this Agreement until the Closing Date, the Sellers will permit the Buyer and its Debt Financing Sources and their representatives to have, upon reasonable advance notice, to Seller, reasonable access on reasonable notice during normal business hours to all key personnel, booksthe business and operations, properties, personal property, personnel, books and records, contracts and commitments of the Fastener Business, the Fastener Business Assets and the Assumed Fastener Business Liabilities (including the access to customers of the Fastener Business, provided that such access is strictly to facilitate the obtaining of any Government approvals), including the right to make copies of such Fastener Business Books and Records, Fastener Business Contracts, documents Fastener Business Leases and data Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Seller Entities (in each case Fastener Business to consult as reasonably requested by the extent relating to Buyer on a regular basis with such representatives of the Business) and the Acquired Companies and (b) furnish Buyer, its Debt Financing Sources, and their representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal to discuss the ongoing operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices Fastener Business including with respect to environmental matters. The Parent will promptly notify the Financial Statements Buyer of any significant change in the normal course of the Fastener Business and Cree Financial Statements. No information provided to of any complaints, investigations or obtained hearings (or communications indicating that the same may be contemplated) by Buyer shall affect or of any representation or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its and their respective representatives if such disclosure wouldGovernment entity, or would reasonably be expected tothe institution or threat of any significant litigation, in each case involving the Fastener Business, and will keep the Buyer fully informed of such events and permit the Buyer's representatives access to all material prepared in Seller’s sole discretion: (x) cause significant competitive harm connection therewith. In the event that any record or other information requested by the Buyer is subject to Sellera confidentiality agreement with a third party, its Affiliates or their respective businesses (including the Business) if the Transactions are not consummated; (y) jeopardize any attorney-client privilege, or other legal restriction or privilege; , the Sellers and the Buyer will endeavor to find means of disclosing as much information as practicable that is needed by the Buyer to prepare for the transfer of the Fastener Business, but the Sellers will not be obligated to breach such restriction or (z) contravene any applicable Law privilege. All information given or fiduciary duty; provided, however, in each case that Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that obtained by the Buyer and the Debt Financing Sources and its and their respective representatives may have access pursuant to such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior this Section 5.3 shall be subject to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms of the Confidentiality Agreement with respect Agreement, dated December 17, 2001, between the Buyer and the Parent (the "Confidentiality Agreement"). The Buyer shall return all copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Intellectual Property Licenses and commitments promptly upon the request of any Seller if for any reason the Closing does not occur and this obligation shall survive the termination of this Agreement. The access provided by the Sellers to any access or information provided the Buyer pursuant to this Section 4.4 5.3(a) shall include the right of the Buyer to conduct any environmental investigation that the Buyer deems prudent, provided that the Buyer shall not undertake any environmental testing or otherwisesampling prior to the Closing Date. Representatives of the Buyer and the Sellers shall meet prior to the performance of any additional environmental inspection to discuss the schedule and scope of such work.

Access and Cooperation. Seller will and will cause each other Seller Entity (in each case, with respect to the Business) and each Acquired Company to (a) During the period from the date of this Agreement until the Closing Date, the Sellers will permit the Buyer and its Debt Financing Sources and their representatives to have, upon reasonable advance notice, to Seller, reasonable access on Table of Contents reasonable notice during normal business hours to all key personnel, booksthe business and operations, properties, personal property, personnel, books and records, contracts and commitments of the Fastener Business, the Fastener Business Assets and the Assumed Fastener Business Liabilities (including the access to customers of the Fastener Business, provided that such access is strictly to facilitate the obtaining of any Government approvals), including the right to make copies of such Fastener Business Books and Records, Fastener Business Contracts, documents Fastener Business Leases and data Fastener Business Intellectual Property Licenses. During such period the Parent will cause its representatives and those of the Seller Entities (in each case Fastener Business to consult as reasonably requested by the extent relating to Buyer on a regular basis with such representatives of the Business) and the Acquired Companies and (b) furnish Buyer, its Debt Financing Sources, and their representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal to discuss the ongoing operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices Fastener Business including with respect to environmental matters. The Parent will promptly notify the Financial Statements Buyer of any significant change in the normal course of the Fastener Business and Cree Financial Statements. No information provided to of any complaints, investigations or obtained hearings (or communications indicating that the same may be contemplated) by Buyer shall affect or of any representation or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its and their respective representatives if such disclosure wouldGovernment entity, or would reasonably be expected tothe institution or threat of any significant litigation, in each case involving the Fastener Business, and will keep the Buyer fully informed of such events and permit the Buyer’s representatives access to all material prepared in Seller’s sole discretion: (x) cause significant competitive harm to Seller, its Affiliates or their respective businesses (including connection therewith. In the Business) if the Transactions are not consummated; (y) jeopardize event that any attorney-client record or other information requested by the Buyer is subject to a confidentiality agreement with a third party, attorney–client privilege; , or (z) contravene any applicable Law other legal restriction or fiduciary duty; providedprivilege, howeverthe Sellers and the Buyer will endeavor to find means of disclosing as much information as practicable that is needed by the Buyer to prepare for the transfer of the Fastener Business, in each case that Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts but the Sellers will not be obligated to enable breach such restriction or privilege. All information to be disclosed, furnished given or made available to Buyer, if and as applicable, so that obtained by the Buyer and the Debt Financing Sources and its and their respective representatives may have access pursuant to such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior this Section 5.3 shall be subject to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms of the Confidentiality Agreement with respect Agreement, dated December 17, 2001, between the Buyer and the Parent (the “Confidentiality Agreement”). The Buyer shall return all copies of such Fastener Business Books and Records, Fastener Business Contracts, Fastener Business Leases and Fastener Intellectual Property Licenses and commitments promptly upon the request of any Seller if for any reason the Closing does not occur and this obligation shall survive the termination of this Agreement. The access provided by the Sellers to any access or information provided the Buyer pursuant to this Section 4.4 5.3(a) shall include the right of the Buyer to conduct any environmental investigation that the Buyer deems prudent, provided that the Buyer shall not undertake any environmental testing or otherwisesampling prior to the Closing Date. Representatives of the Buyer and the Sellers shall meet prior to the performance of any additional environmental inspection to discuss the schedule and scope of such work.

Access and Cooperation. Seller will From and will cause each other Seller Entity after the date hereof (in each case, with respect to the Businessi) and each Acquired Company to (a) permit Buyer and its Debt Financing Sources any other authorized agents and their appointed representatives to have, upon reasonable advance notice, to Seller, of Buyer shall have reasonable access during normal business hours to all key personnelaccount records and any and all other documentation relating to the Accounts, booksincluding, propertieswithout limitation, recordspatient records and information, Contracts, documents and data of the Seller Entities (in each case to the extent permitted by law, and all other information and documents relating to the BusinessProvider’s financial condition and business, (ii) the Provider shall promptly furnish or cause to be furnished to Buyer all information (including turning over originals or copies of such information) requested by Buyer or any of its agents relating to the Assets and Provider’s financial condition and business, (iii) the Acquired Companies Provider shall provide Buyer with all information, account numbers and passwords necessary to allow Buyer to view on the Internet all deposits to and withdrawals from each of the Provider’s bank accounts, and (biv) furnish Buyerthe Provider shall provide Buyer with all information, its Debt Financing Sourcesaccount numbers and passwords necessary to allow Buyer to view on the Internet all accounts the Provider has with Payors. .All costs, fees and their representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices with respect to the Financial Statements and Cree Financial Statements. No information provided to or obtained expenses incurred by Buyer shall affect in conducting any representation such review or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller audit (“Audit Fees”) shall be required to disclose any information paid by Provider to Buyer, upon demand. Provider will give to Buyer and its Debt Financing Sources Processors any information necessary to verify the eligibility and validity of the Accounts sold to Buyer. Provider hereby grants to Buyer or its Processor the right to verify the eligibility and their respective representatives if such disclosure wouldvalidity of the Accounts sold to the Buyer by contacting any Payor. Further, or would reasonably be expected toProvider will instruct Payors to provide any assistance to Buyer and its Processor to conduct this process. After the Closing Date for each Purchase the Provider shall continue to cooperate fully with Buyer and Buyer's agents in any and all matters related to any Accounts, in each case in Seller’s sole discretion: (x) cause significant competitive harm including, without limitation, matters relating to Sellerthe collection of any Account. It is further understood and agreed that, to the extent permitted by law, Buyer and its Affiliates or their respective businesses (including agents shall have the Business) if right at any time to communicate with and seek the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; providedassistance of Payors, however, in each case that Seller shallpatients, and shall cause each relatives or guardians of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that the Buyer and the Debt Financing Sources and its and their respective representatives may have access to such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations patients of the Real Property. Buyer shall, Provider for the purpose of facilitating the servicing and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms collection of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 4.4 or otherwiseAccounts.

Access and Cooperation. Seller will and will cause each other Seller Entity (in each caseThe Company, with respect to the Business) and each Acquired Company to (a) permit Buyer and its Debt Financing Sources Insurer and their representatives respective Representatives shall be entitled to have, upon reasonable advance notice, to Seller, reasonable access during normal business hours to all key personnelexamine and be provided copies of (a) the work papers and files related to the preparation of, booksor support for, propertiesthe calculations and valuations contemplated by this Article II, records, Contracts, documents including any such work papers and data files of the Seller Entities (in each case Plan Actuary and any such work papers or files related to the extent relating to the Business) and the Acquired Companies POINT and (b) furnish Buyerthe relevant books and records of the Insurer, its Debt Financing Sourcesthe Company or the Plan Actuary, as applicable, and their representatives to discuss with copies of all such booksthe Insurer's or the Company's, recordsas applicable, Tax Returns, Contracts, documents, data employees and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal operations or customer or employee relations and are conducted under Representatives (including in the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy case of the interimCompany, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices the Plan Actuary) involved with respect thereto; except that, (x) other than as set forth in Section 11.7, the Company and its Representatives shall not have access to the Financial Statements and Cree Financial Statements. No Insurer Provided Life-by-Life Information or any work papers or other information that discloses or reveals Insurer Provided Life-by-Life Information, nor shall the Company or any of its Representatives attempt to derive, directly or indirectly, Insurer Provided Life-by-Life Information from any other information provided to the Company, the Company's Affiliates or obtained by Buyer Representatives or the Company's Affiliates' Representatives; and (y) the Insurer shall affect not have access to the work papers, files or books and records of the Plan Actuary to the extent (i) (A) the Company does not have copies of such work papers, files or books and records and (B) the Plan Actuary refuses to consent to granting the Insurer access to such work papers, files or books and records or (ii) if the Company does have copies of such work papers, files or books and records, (A) such work papers, files or books and records are subject to a confidentiality agreement or other contractual obligation restricting the Company from providing such information to the Insurer or its Affiliates, (B) the Company has used commercially reasonable efforts to obtain the Plan Actuary's consent to the provision of such work papers, files or book and records to the Insurer, and (C) the Plan Actuary has refused to give such consent despite the Company having provided the Insurer with a reasonable opportunity to satisfy any representation or warranty conditions the Plan Actuary may impose before granting such consent. Nothing in this AgreementSection 2.15 shall require the Company or any of its Affiliates to (x) violate any law or (y) initiate any litigation or arbitration. Notwithstanding anything Without limiting the foregoing, following the Closing until the earlier of (1) the payment of all amounts contemplated by Section 2.13 and (2) the date the Insurer has entered into a confidentiality agreement with the Plan Actuary as contemplated by this sentence, the Company shall use commercially reasonable efforts to obtain the Plan Actuary's agreement to grant access to the contrary in Insurer to the Plan Actuary's work papers and files related to the preparation of or support for the calculations contemplated by this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its and their respective representatives if such disclosure wouldArticle II, or would reasonably be expected toto its relevant books and records, and employees and Representatives, in each case in Seller’s sole discretion: (x) cause significant competitive harm with respect to Sellerits work under this Agreement, its Affiliates or their respective businesses (including the Business) if the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; provided, however, in each case that Seller shall, and shall cause each of its Affiliates to, use using its commercially reasonable efforts to enable cause the Plan Actuary to execute a confidentiality or similar agreement with the Insurer so that the Insurer may obtain access directly from the Plan Actuary to such work papers, files and books and records. Should, notwithstanding the foregoing, the Company or any of its Representatives obtain Insurer Provided Life-by-Life Information, whether directly or indirectly, or through a process of derivation, they hereby agree to transfer any rights in such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that the Buyer and the Debt Financing Sources and its and their respective representatives may have access to such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 4.4 or otherwiseInsurer.

Access and Cooperation. Seller The Company, the Plan, as applicable, and the Insurer will and will cause each provide the other Seller Entity (in each case, with respect to the Business) and each Acquired Company to (a) permit Buyer and its Debt Financing Sources and their representatives to have, upon reasonable advance notice, to Seller, Representatives with reasonable access during normal business hours to all key personnel, books, properties, records, Contracts, documents examine and data will provide copies of (a) the Seller Entities (in each case work papers and files related to the extent relating to preparation of, or support for, the Business) calculations and the Acquired Companies valuations contemplated by this Article II and (b) furnish Buyerthe relevant books and records of the Insurer, its Debt Financing Sourcesthe Company or the Plan, as applicable, and their representatives to discuss with copies of all such booksthe Insurer’s or the Company’s, recordsas applicable, Tax Returns, Contracts, documents, data employees and information as Buyer and any Debt Financing Source may reasonably requestRepresentatives involved with respect thereto; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver to Buyer within thirty (30) days after the end of each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices with respect to the Financial Statements and Cree Financial Statements. No information provided to or obtained by Buyer shall affect any representation or warranty in this Agreement. Notwithstanding notwithstanding anything to the contrary in this Agreementset forth herein, neither Seller (i) the Insurer will not have any obligation to provide the Company and its Representatives with access to any [ * * * ] or any work papers or other information that discloses or reveals such [ * * * ], nor will the Company or any Affiliate of Seller shall be required its Representatives attempt to disclose derive, directly or indirectly, any such [ * * * ] from any other information provided to Buyerthe Company, its Debt Financing Sources the Company’s Affiliates or Representatives or the Company’s Affiliates’ Representatives and (ii) the Company will not have any obligation to provide the Insurer or its and their respective representatives if Representatives with any work papers of its certified public accountants. If, CONFIDENTIAL TREATMENT REQUESTED BY XXXXXXXX-XXXXX CORPORATION - CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION ***CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION*** notwithstanding the foregoing, the Company or any of its Representatives obtain any such disclosure would[ * * * ], whether directly or indirectly, or would reasonably be expected tothrough a process of derivation, the Company will and will direct its Representatives to not use such information and to destroy (and certify to the Insurer destruction of) such information and to otherwise transfer any rights in each case in Seller’s sole discretion: (x) cause significant competitive harm to Seller, its Affiliates or their respective businesses (including the Business) if the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; provided, however, in each case that Seller shall, and shall cause each of its Affiliates to, use its commercially reasonable efforts to enable such information to be disclosed, furnished or made available to Buyer, if and as applicable, so that the Buyer and the Debt Financing Sources and its and their respective representatives may have access to such information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 4.4 or otherwiseInsurer.

Access and Cooperation. Seller will and will cause each other Seller Entity (in each case, with respect to the Business) and each Acquired Company to (a) permit Buyer and its Debt Financing Sources and their representatives to haveAfter the Closing, upon reasonable advance written notice, the Parties will furnish or cause to Sellerbe furnished to each other and their respective accountants, reasonable access counsel, and other representatives access, during normal business hours and upon reasonable prior notice, such information and assistance as is reasonably necessary for financial reporting and accounting purposes, the preparation and filing of any Tax Returns, reports or forms or the defense of, or response required under, or pursuant to, any Proceeding (including any Proceeding involving the Company and any environmental matters related to the Company (other than a Proceeding between the Seller or any of its Affiliates, on the one hand, and the Buyer or any of its Affiliates, on the other hand), but excluding any information related to other businesses of the Buyer or the Seller or their respective Affiliates). After the Closing, the Seller shall deliver promptly to the Buyer all key personnelmail and other documents received by the Seller or any of its Affiliates which are addressed to the Company or either of the Subsidiaries or that relate to the Mt. Holly Faxxxxxy, booksthe Mt. Holly Asxxxx, propertiesthe Company or either of the Subsidiaries, recordsother than any mail or other documents relating solely to any Excluded Asset, ContractsExcluded Liability or Excluded Contract, provided that the Seller shall be entitled to retain a copy of such mail or other documents to the extent not relating solely to the Company, either of the Subsidiaries, the Mt. Holly Faxxxxxy or the Mt. Holly Asxxxx. After the Closing, the Buyer shall deliver promptly to the Seller all mail and data other documents received by the Buyer or any other member of the Century Group (including, for purposes of this Section 7.20(a), the Company and the Subsidiaries) relating to any Excluded Asset, any Excluded Contract or any other businesses of the Seller Entities (in each case or its Affiliates, provided that the Buyer shall be entitled to retain a copy of such mail or other documents to the extent relating to the Business) Company, either of the Subsidiaries, the Mt. Holly Faxxxxxy or the Mt. Holly Asxxxx. The Buyer and the Acquired Companies and (b) furnish Buyer, its Debt Financing Sources, and their representatives with copies of all such books, records, Tax Returns, Contracts, documents, data and information as Buyer and any Debt Financing Source may reasonably request; provided, however, that such investigations and inquiries by or on behalf of Buyer and any Debt Financing Source do not unreasonably interfere with normal operations or customer or employee relations and are conducted under the supervision of Seller personnel. Until the Closing Date, Seller will also deliver furnish or cause to Buyer within thirty (30) days after the end of be furnished to each calendar quarter a copy of the interim, quarterly financial reporting package for such quarter prepared in a manner and containing information consistent with Seller’s practices with respect to the Financial Statements and Cree Financial Statements. No information provided to or obtained by Buyer shall affect any representation or warranty in this Agreement. Notwithstanding anything to the contrary in this Agreement, neither Seller nor any Affiliate of Seller shall be required to disclose any information to Buyer, its Debt Financing Sources or its other and their respective representatives if such disclosure wouldaccountants, or would reasonably be expected to, in each case in Seller’s sole discretion: (x) cause significant competitive harm to Seller, its Affiliates or their respective businesses (including the Business) if the Transactions are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable Law or fiduciary duty; provided, however, in each case that Seller shallcounsel, and shall cause each of its Affiliates toother representatives reasonable access, use its commercially during normal business hours and upon reasonable efforts to enable such information to be disclosedprior notice, furnished or made available to Buyer, if and as applicable, so that the Buyer and the Debt Financing Sources and its and their respective representatives may have access to such reasonable information without causing significant competitive harm, so jeopardizing privilege or contravening such applicable Law or fiduciary duty, including by entering into a customary joint defense agreement or common interest agreement with Buyer. Prior to the Closing, without the prior written consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, Buyer shall not contact for any suppliers to, or customers of, the Seller or its Affiliates and Buyer shall have no right to perform invasive or further investigations of the Real Property. Buyer shall, and shall cause its Debt Financing Sources and its and their respective representatives to, abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 4.4 or otherwiseother reasonable business purpose.