Common use of Access and Information Clause in Contracts

Access and Information. (a) The Seller Parties shall permit, and shall cause each of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunder.

Access and Information. (a) The Seller Parties shall permitFrom the date hereof until the Closing Date (or if earlier termination of this Agreement, and shall cause each the date of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax recordssuch termination), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Companypurposes of this Section 6.3, and Marketing Affiliates; provided(i) Seller shall, that communications with suppliers and other Persons shall include the Company (so long as the Company subject to applicable confidentiality requirements in any Contracts to which it or any of its Subsidiaries is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall party, use its reasonable best efforts to cause such Persons the Company and each of the Company Subsidiaries to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shallpermit officers, employees and shall cause the Company’s Subsidiaries toauthorized representatives (including independent public accountants, compile attorneys and provide Purchaser and its representatives with such additional financialinvestment bankers, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies “Representatives”) of all such documents to Purchaser and its representatives promptly Buyer, upon request. During request by Buyer, reasonable access during normal business hours, hours and with upon reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Companyofficers, books, records, certain pertinent officers and employees and properties of the Company and each of the Company Subsidiaries, during such period, to make available to Buyer a copy of each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal securities laws or state insurance laws (other than reports or documents that such party is not permitted to disclose under applicable law) and (ii) Buyer shall, subject to applicable confidentiality requirements in any Contracts to which it or any of its Subsidiaries is party, permit Seller, and shall use reasonable best efforts to cause each of its Subsidiaries to permit Representatives of Seller, upon request by Seller, reasonable access during normal business hours and upon reasonable notice to the Company’s other Representatives. Each Party officers, books, records, certain pertinent officers and employees and properties of Buyer and its Subsidiaries; provided that this clause (ii) shall comply with its obligations under the Confidentiality Agreement. No be limited to information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions concerning Buyer that is reasonably related to the obligations prospective value of the Parties Buyer Common Shares or to Buyer’s ability to consummate the Transaction or any other rights hereundertransactions contemplated hereby. The parties shall use reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which confidentiality restrictions restrict access.

Access and Information. (a) The Seller Parties During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 8.1 or the Closing (the “Interim Period”), subject to Section 6.15, the Company shall permitgive, and shall cause its Representatives to give, SPAC and its Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to all offices and other facilities and to the personnel, properties, Contracts, books and records, financial and operating data and other similar information (excluding Tax Returns and Tax-related information, access to which shall be governed by Section 6.13(b)), of or pertaining to the Company and the Target Companies as SPAC or its Representatives may reasonably request regarding the Company and the Target Companies and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects and cause each of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company to reasonably cooperate with SPAC and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing AffiliatesRepresentatives in their investigation; provided, however, that communications SPAC and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with suppliers and the business or operations of the Company or any Target Company. SPAC hereby agrees that, during the Interim Period, it shall not contact any employee or other Persons shall include personnel (other than executive officers), customer, supplier, distributor or other material business relation of the Company or any Target Company regarding the Company or any Target Company, their respective businesses or the Transactions without the prior written consent of the Company (so long as such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and foregoing, the Company shall use its reasonable best efforts not be required to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the Companyterms of a written confidentiality agreement with a third party, employees (ii) the disclosure of which would violate any Law or (iii) the Company and its Subsidiaries and to the Company’s disclosure of which would constitute a waiver of attorney-client, attorney work product or other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunderlegal privilege.

Access and Information. (a) The Seller Parties shall permitFrom and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, the Company will permit the Buyer and shall cause each of its representatives, upon reasonable notice, to have reasonable access to the Company’s Subsidiaries to permitand its subsidiaries’ members, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all managers, officers, employees, agents, assets, properties, premises, books, records (including Tax records), Contractsand documents of or relating to the Business and the Company’s and its subsidiaries’ assets during normal business hours and will furnish to the Buyer such information, financial statementsrecords and other documents as the Buyer may reasonably request. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, accountantsthe Company will permit the Buyer and its representatives reasonable access to the Company’s and its subsidiaries’ work papers, documents, suppliersaccountants and auditors for consultation or verification of any information obtained by the Buyer and will use its commercially reasonable efforts, and other Persons having business relationships with the Company and will cause its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall subsidiaries to use its commercially reasonable best efforts efforts, to cause such Persons to communicate cooperate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser Buyer and its representatives with in such additional financialconsultations and in verifying such information. From and after the date hereof until the Closing Date or the earlier termination of this Agreement pursuant to Section 8.1, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which the Buyer shall not require more than one day’s notice), Purchaser contact suppliers and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees customers of the Company and its Subsidiaries subsidiaries without the prior consent of the Seller Representative, provided, however, that (i) the Buyer or its representatives may respond to unsolicited questions from customers and to suppliers of the Company’s other Representatives. Each Party shall comply Company and its subsidiaries as long as such responses are consistent with its obligations under an agreed upon communications plan approved by both the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained Seller Representative and the Buyer, and (ii) nothing in this Agreement or shall be interpreted as limiting in any way the conditions to Buyer and its Affiliates from communicating freely with their customers and suppliers regarding matters other than the obligations of the Parties to consummate the Transaction or any other rights hereundertransactions contemplated by this Agreement.

Access and Information. (a) The Seller Parties During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 11.1 or the Share Acquisition Closing (the “Interim Period”), subject to Section 8.16, to the extent permitted by applicable Law and solely for the purpose of facilitating the consummation of the Transactions, each of the Company and Holdings shall permitgive, and shall cause each of the Company’s Subsidiaries its Representatives to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice)give, Purchaser and its representatives also shall have Representatives, at reasonable times during normal business hours and at reasonable intervals and upon reasonable advance notice, reasonable access to the management andall offices and other facilities and to all employees, with reasonable prior notice properties, Contracts, books and records, financial and operating data and other similar information (including Tax Returns, internal working papers, client files, client Contracts and director service agreements), of or pertaining to the Target Companies or Holdings, as Purchaser or its Representatives may reasonably request regarding the Target Companies or Holdings and their respective businesses, assets, Liabilities, financial condition, operations, management, employees and other aspects; provided, however, that Purchaser and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Holdings and shall be conducted in compliance with all measures implemented by Governmental Authorities with respect to COVID-19. Purchaser hereby agrees that, during the Interim Period, it shall not contact any employee (other than executive officers), customer, supplier, distributor or other material business relation of any Target Company regarding any Target Company, employees its business or the Transactions without the prior written consent of the Company and its Subsidiaries and (such consent not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is personally identifiable information of a third party which is prohibited from being disclosed pursuant to the Company’s terms of a written confidentiality agreement with a third party, (ii) the disclosure of which would violate any Law, (iii) the disclosure of which would jeopardize the protection of attorney-client, attorney work product or other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information legal privilege or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions (iv) that is related to the obligations negotiation and execution of the Parties to consummate the Transaction Transactions (or any other rights hereundertransactions that are or were alternatives to the Transactions).

Access and Information. (a) The Seller Selling Parties shall permitafford to the Purchaser and to the Purchaser’s accountants, counsel and shall cause each other representatives reasonable access, during normal business hours and upon reasonable advance notice to the Owners, throughout the period prior to the Closing to all of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, contracts, commitments, records and personnel, and, during such period, the Company shall furnish promptly to the Purchaser (including Tax records)i) the Company’s internal monthly financial statements when and as available and (ii) all other information concerning its business, Contracts, financial statements, accountants’ work papers, documents, suppliersproperties, and other Persons having business relationships with personnel as the Purchaser or its representatives may reasonably request. Notwithstanding anything to the contrary in this Agreement, neither the Owners nor the Company shall be required to disclose any information to the Purchaser if such disclosure would, in the Owners’ reasonable discretion: (x) cause significant competitive harm to the Owners, the Company and its Subsidiariestheir respective businesses if the transactions contemplated by this Agreement are not consummated; (y) jeopardize any attorney-client or other privilege; or (z) contravene any applicable law, other than customers, those suppliers who purchase key words for fiduciary duty or binding confidentiality or non-disclosure agreement entered into prior to the Company, and Marketing Affiliatesdate of this Agreement; provided, however, that communications with suppliers and other Persons shall include the omission of such disclosure in the Company (Disclosure Document as an exception to any representation or warranty contained herein shall be so long as noted in the Company is reasonably available at times suggested by Disclosure Document. Prior to the Closing, without the prior written consent of the Owners, the Purchaser shall not contact any suppliers to, or at times reasonably suggested by customers of, the Company and the Purchaser shall have no right to perform invasive or subsurface investigations of the Company) ’s real property; provided, however, that the Owners do hereby consent to the contact and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaserinvestigations described in Exhibit J hereto. The Seller Parties Owners shall, and shall cause the Company’s Subsidiaries their representatives to, compile and provide abide by the terms of the Confidentiality Agreement with respect to any access or information provided pursuant to this Section 6.2. The Purchaser and its representatives shall assert their rights hereunder in such manner as to minimize interference with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies the business of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees and shall refrain from giving instructions or issuing demands to personnel of the Company and its Subsidiaries and as to the Company’s other Representatives. Each Party shall comply with its obligations under operation of the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or Company during the conditions period prior to the obligations of the Parties to consummate the Transaction or any other rights hereunderClosing.

Access and Information. Until the Closing, the Company shall afford to the Purchaser and its representatives (aincluding accountants and counsel) The Seller Parties shall permitreasonable access, in each case, only at such locations and shall cause each in accordance with such procedures (including prior notice requirements, the time and duration of access and the Company’s Subsidiaries manner in which access and discussions may be held) as are mutually agreed to permit, between the Purchaser and the Representatives of Purchaser (including legal counsel and accountants) Company prior to have upon reasonable notice access any such access, to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees Tax Returns of the Company and all other information with respect to its Subsidiaries business, together with the opportunity, at the sole cost and expense of the Purchaser, to make copies of such books, records and other documents and to discuss the business of the Company with such directors, officers and counsel for the Company as the Purchaser may reasonably request for the purposes of familiarizing itself with the Company. Notwithstanding the foregoing provisions of this Section 4.2, the Company shall not be required to grant access or furnish information to the Purchaser or any of the Purchaser’s representatives to the extent that such (19) information is subject to an attorney/client or attorney work product privilege, (20) access or the furnishing of such information is prohibited by an existing contract or agreement, or (21) information relates to the Seller. Notwithstanding the foregoing, the Purchaser shall not have access to personnel records of the Company relating to individual performance or evaluation records, medical histories or other information that in the Company’s other Representativesgood faith opinion is sensitive or the disclosure of which could subject the Company to risk of liability. Each Party In addition, the Purchaser shall comply with its obligations under not contact any personnel of the Confidentiality AgreementCompany regarding the transactions contemplated by this Agreement without the express prior written consent of the General Manager of the Company. No All information or knowledge obtained in any investigation provided pursuant to this Section 6.07 or otherwise Agreement shall affect or be deemed to modify any representation or warranty contained remain subject in this Agreement or the conditions all respects to the obligations of Confidentiality Agreement until the Parties to consummate the Transaction or any other rights hereunderClosing.

Access and Information. (a) The Seller Parties From the date hereof until the Closing, subject to applicable Law, the Sellers’ Representative shall permitand shall cause any other relevant members of Sellers’ Group to afford the Purchasers’ Representative, subject to any contractual restrictions, reasonable access during normal business hours upon reasonable advance notice to the assets, books and records, offices and other facilities of the Target Business and senior management of the Target Companies, in each case, to the extent reasonably required by the Purchasers’ Representative to ensure an orderly and efficient transition of the Target Business to the Purchasers and to prepare for the launch of the Offer and the Closing; provided, however, that in no event shall the Purchasers’ Group have access to any information that (x) relates solely to a part of the business of the Sellers’ Group or its subsidiaries that are not being transferred pursuant to this Agreement, (y) based on advice of Sellers’ outside counsel, or in Sellers’ reasonable determination, would violate applicable Law or fiduciary standards, or could reasonably be expected to destroy any legal privilege or (z) in the reasonable judgment of any member of the Sellers’ Group could violate any obligation of the Sellers’ Group with respect to confidentiality (provided that the Sellers’ Representative shall, and shall cause each such member of the Company’s Subsidiaries to permitSellers’ Group to, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause narrow any such Persons confidentiality obligation or to communicate with Purchaser but cannot guarantee that obtain a waiver or consent from such Persons will communicate with Purchaserthird party so as to allow disclosure to the Purchasers as set forth herein). The Seller Parties shallNotwithstanding anything to the contrary in this Section 5.5 (Access and Information), the Purchasers’ Representative shall have the right to review, and shall cause the Company’s Subsidiaries have reasonable access to, compile and provide Purchaser and its representatives with such additional financialledgers, operating sub ledgers and other data relevant books and information records of the Target Companies and all relevant work papers and relevant supporting documentation prepared by the Sellers’ Representative or any member of the Sellers’ Group (including the Target Companies) or their accountants in connection with the preparation of the Net Debt Statement, each Draft Net Debt Statement, and each calculation of Company Salary Mass contemplated by this Agreement (subject, in the case of independent accountants of the Sellers’ Group, to the appropriate members of the Purchasers’ Group executing customary confidentiality and hold harmless agreements relating to access to such working papers in form and substance reasonably acceptable to such independent accountants), as Purchaser well as to relevant personnel of Sellers’ Representative or any members of the Sellers’ Group (including relevant personnel of the Target Companies) which Purchasers’ Representative may reasonably request. The Company shall provide copies of all such documents to Purchaser and request in connection with its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees review of the Company and its Subsidiaries and to the Company’s other Representativesinformation contemplated herein. Each Party shall comply with its obligations under the Confidentiality Agreement. No All information or knowledge obtained in any investigation received pursuant to this Section 6.07 or otherwise 5.5(a) (Access and Information) shall affect or be deemed to modify any representation or warranty contained in this Agreement or governed by the conditions to the obligations terms of the Parties to consummate the Transaction or any other rights hereunderConfidentiality Agreement.

Access and Information. Until the Closing, the Company shall afford to Parent and its representatives (aincluding accountants and counsel) The Seller Parties shall permitreasonable access, in each case, only at such locations and shall cause each in accordance with such procedures (including prior notice requirements, the time and duration of the Company’s Subsidiaries to permit, Purchaser access and the Representatives of Purchaser (including legal counsel manner in which access and accountantsdiscussions may be held) as are mutually agreed to have upon reasonable notice access between Parent and the Company prior to such access, to all properties, premisesbooks, records, and Tax Returns of the Company and each of its Subsidiaries and all other information with respect to their respective businesses, together with the opportunity, at the sole cost and expense of Parent, to make copies of such books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having documents and to discuss the business relationships of the Company and each of its Subsidiaries with such directors, officers and counsel for the Company as Parent may reasonably request for the purposes of familiarizing itself with the Company and each of its Subsidiaries. Notwithstanding the foregoing provisions of this Section 4.4, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts not be required to, or to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s any of its Subsidiaries to, compile grant access or furnish information to Parent or any of Parent’s 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 an existing Contract or agreement unless Parent and provide Purchaser and its representatives with Company mutually agree to enter into a common-interest privilege agreement to protect such additional financialprivilege. Notwithstanding the foregoing, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which Parent shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees personnel records of the Company and or any of its Subsidiaries and relating to individual performance or evaluation records, medical histories or other information that could subject the Company or any of its Subsidiaries to risk of liability. In addition, Parent shall not contact any personnel of the Company or its Subsidiaries regarding the transactions contemplated by this Agreement without the express prior written consent of the President of the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No All information or knowledge obtained in any investigation provided pursuant to this Section 6.07 or otherwise Agreement shall affect or be deemed to modify any representation or warranty contained remain subject in this Agreement or the conditions all respects to the obligations of Confidentiality Agreement until the Parties to consummate the Transaction or any other rights hereunderEffective Time.

Access and Information. (a) The For the six months following the Closing Date, Seller Parties shall permitprovide, and shall cause each of the Company’s Subsidiaries Seller Affiliates to permitprovide, Purchaser to Parent and the Representatives of Purchaser (including legal its officers, employees, accountants, counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliersother representatives, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons Parent shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shallprovide, and shall cause the Company’s Subsidiaries toParent Affiliates to provide, compile and provide Purchaser to Seller and its representatives with such additional financialofficers, operating employees, accountants, counsel and other data representatives, upon reasonable request (subject to any limitations that are reasonably required to preserve any applicable attorney-client privilege, privacy or legal or contractual third party confidentiality obligation; provided, however, that in the event that access is limited or restricted pursuant to this parenthetical, Seller and Seller Affiliates, or Parent and Parent Affiliates, respectively, shall use reasonable commercial efforts to make alternative accommodations to afford access in a manner that does not jeopardize any attorney-client privilege or legal or contractual third party confidentiality obligation), reasonable access for inspection and copying of information existing as Purchaser of the Closing Date, in each case, solely to the extent solely relating to the Business, the Transferred Assets, the Assumed Liabilities or the Rehired Employees and shall otherwise use commercially reasonable efforts to reasonably assist and cooperate with Parent, in each case, in Parent’s, or Seller, in each case, in Seller’s, respectively, preparation of historical or pro forma financial statements related to the Business for purposes of complying, or preparing to comply, with any rules or regulations of the Securities and Exchange Commission, including all such historical depreciation and amortization expenses of the Business as may reasonably requestbe required by the Securities and Exchange Commission as part of such historical or pro forma financial statements. The Company access to files, books and records contemplated by this Section 7.8 shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During be during normal business hours, hours and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with upon reasonable prior notice and shall be subject to such reasonable limitations as Seller or Parent, respectively, may impose to preserve the Company, employees confidentiality of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereundertherein.

Access and Information. (a) The Seller Parties During the period from the date of this Agreement and continuing until the earlier of (i) the termination of this Agreement in accordance with Section 7.1, or (ii) the Closing (the “Interim Period”), subject to Section 5.14 and the Confidentiality Agreement, each of the Company and Merger Sub shall permitgive, and shall cause their respective Representatives to give (subject, in each of instance to (x) compliance with applicable Law, (y) the Company’s Subsidiaries desire to permitmaintain attorney-client privilege or other similar rights at its reasonable discretion, Purchaser and (z) the Representatives consent of Purchaser (including legal counsel or other conditions required by a Contract counterparty or service provider), OceanTech and accountants) to have its Representatives, at reasonable times during normal business hours and upon reasonable notice intervals and notice, reasonable access to all properties, premises, books, the books and records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for of the Company, and Marketing Affiliates; provided, that communications with suppliers all other reasonable financial and operating data and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser information, of, or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries pertaining to, compile the Target Companies as OceanTech or its Representatives may reasonably request regarding the Target Companies and provide Purchaser and its representatives with such additional financialtheir respective businesses, operating assets, Liabilities, financial condition, prospects, operations, management, employees and other data aspects and information as Purchaser may reasonably request. The Company shall provide copies cause each of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees Representatives of the Company and Merger Sub to reasonably cooperate with OceanTech and its Subsidiaries Representatives in such investigation; provided, however, that OceanTech and its Representatives shall conduct any such activities in such a manner as not to unreasonably interfere with the business or operations of the Target Companies or Merger Sub; provided, further, that such access may be limited to the extent any of the Target Companies or Merger Sub reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the health and safety of any employee of any of the Target Companies or Merger Sub. OceanTech hereby agrees that, during the Interim Period, it shall not contact any employee (excluding executive officers), customer, supplier, distributor or other business relation of any Target Company regarding any Target Company’s , the business or the Transactions contemplated by this Agreement and the Ancillary Documents without the prior written consent of the Company. Notwithstanding the foregoing, the Company shall not be required to provide access to any information (i) that is prohibited from being disclosed pursuant to the terms of a confidentiality agreement with a third party, (ii) the disclosure of which would violate any applicable Law or (iii) the disclosure of which would constitute a waiver of attorney-client, attorney work product or other Representatives. Each Party shall comply with its obligations under legal privilege; provided, that, in each such case of clause (i), (ii) or (iii), the Confidentiality Agreement. No Company will inform OceanTech of the same and use commercially reasonable efforts to seek any required consent or implement appropriate procedures to enable the disclosure of such information (including, if applicable, in a manner that does not jeopardize any attorney-client privilege); and provided further, that no information or knowledge obtained by OceanTech in any investigation conducted pursuant to the access contemplated by this Section 6.07 or otherwise 5.1 shall affect or be deemed to modify any representation or warranty contained of the Company set forth in this Agreement or otherwise impair the conditions rights and remedies available to the obligations of the Parties to consummate the Transaction or any other rights OceanTech hereunder.

Access and Information. (a) The Seller Parties shall permitBetween the date hereof and the Closing, and the Sellers shall cause each LLC and Partnership in which such Sellers hold an Ownership Interest to give to representatives of the Company’s Subsidiaries Purchasers reasonable access during normal business hours to permit, Purchaser each LLC's and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, Partnership's premises, books, accounts and records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliersand all other relevant documents and will make available, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its their reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating their accountants and other data and information as Purchaser may reasonably request. The Company shall provide representatives to make available, copies of all such documents and information with respect to Purchaser the business and its properties of each such LLC or Partnership as representatives promptly upon of Purchasers may from time to time reasonably request, all in such manner as to not unduly disrupt each LLC's or Partnership's normal business activities; provided, however, that no disclosure shall be required which would result in a violation of any obligation of confidentiality or the loss of the attorney-client privilege with respect to any matter. Such access shall include consultations with the employees of each such LLC. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access the period from the date hereof to the management andClosing, the Managers shall confer on a regular and reasonable basis with reasonable one or more representatives of Purchasers to report material operational matters of each Center and to report the general status of ongoing operations of the center. Each Manager shall notify the Purchasers of any Material Adverse Change to each LLC (or to such LLC's Applicable Partnership) after the date hereof and prior notice to the CompanyClosing and of any written notice received by such Manager of any governmental complaints, employees investigations or hearings or adjudicatory proceedings (or communications indicating that the same may be contemplated) or of the Company and its Subsidiaries and any other matter which may be material to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in such Manager, any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction LLC or any other rights hereunderPartnership and shall keep the Purchasers reasonably informed of such events.

Access and Information. The Company will allow and will cause each of its Subsidiaries to allow Parent and Merger Sub and their financial advisors, legal counsel, accountants, consultants, financing sources, and other authorized representatives access during normal business hours throughout the period prior to the Effective Time to all of its books, records, properties, contracts, leases, plants and personnel and, during such period, each shall furnish promptly to the other (a) The Seller Parties shall permita copy of each report, schedule and other document filed or received by it pursuant to the requirements of federal or state securities laws and pursuant to this Agreement, and shall cause each of the Company’s Subsidiaries to permit, Purchaser and the Representatives of Purchaser (including legal counsel and accountantsb) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser such other party reasonably may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any provided that no investigation pursuant to this Section 6.07 or otherwise 5.1 shall affect any representations or be deemed to modify any representation or warranty contained in this Agreement warranties made herein or the conditions to the obligations of the Parties respective parties to consummate the Transaction Merger. Company shall have the right to have representatives present at all times of any such inspections, interviews and communications conducted by Parent or Merger Sub. Each party shall hold in confidence all nonpublic information until such time as such information is otherwise publicly available and, if this Agreement is terminated, each party will deliver to the other all documents, work papers and other materials (including copies) obtained by such party or on its behalf from the other party as a result of this Agreement or in connection herewith, whether so obtained before or after the execution hereof. Notwithstanding the foregoing, the Confidentiality Agreement shall survive the execution and delivery of this Agreement. Notwithstanding the foregoing, the Company shall not be obligated to provide access to nonpublic information if doing so would result in the Company being deprived of its attorney-client privilege. The Company shall confer with Parent to the extent reasonably requested by Parent, report on operational and financial matters and promptly advise Parent orally and in writing of any other rights hereunder.change or event having, or which, insofar as reasonably can be foreseen, could have, a Company Material Adverse Effect. The Company shall promptly notify Parent and the Parent shall promptly notify Company of:

Access and Information. (a) The Seller Parties shall permitFrom the date hereof until the Closing Date, subject to any applicable Law and subject to any applicable privileges (including the attorney-client privilege), trade secrets, and contractual confidentiality obligations, upon reasonable prior notice, Xxxxxx Xxxxxx shall cause each afford Buyer and its Representatives reasonable access, during normal business hours, to the books and records, offices and properties of the CompanyCompanies and to the extent related thereto, of the Manager and Operators, furnish to Buyer such additional financial and operational data and other information regarding the Companies as Buyer may from time to time reasonably request and make reasonably available to Buyer the employees of the Manager and Operators whose assistance and expertise is necessary to assist Buyer in connection with Buyer’s Subsidiaries preparation to permitintegrate the Companies into Buyer’s organization following the Closing. Any such access or requests shall (i) be supervised by such Persons as may be designated by the Sellers and (ii) be conducted in such a manner so as not to interfere with any of the businesses or operations of the Sellers, Purchaser and U.S. General Partner, the Representatives of Purchaser Companies or their respective Affiliates (including legal counsel the Manager and accountantsOperators) and shall not contravene any applicable Law. All requests for information made pursuant to have upon reasonable notice this Section 7.1(a) shall be directed to such Person or Persons as may be designated by the Sellers, and Buyer shall not directly or indirectly contact any Representative of the Sellers, U.S. General Partner, any of the Companies, or any of their respective Affiliates (including the Manager and Operators) without the prior approval of such designated Person or Persons. In no event shall the auditors and independent accountants of the Sellers, U.S. General Partner, the Companies or their respective Affiliates be obligated to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to all properties, premises, books, records (including Tax records), Contracts, financial statements, work papers in form and substance reasonably acceptable to such auditors or independent accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested . If requested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties Sellers, Buyer shall, and shall cause the Company’s Subsidiaries its Buying Affiliates and its Affiliates (as applicable) to, compile and provide Purchaser and its representatives enter into a customary joint defense agreement with such additional financialthe Sellers, operating and other data and U.S. General Partner, the Companies or their respective Affiliates with respect to any information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s notice), Purchaser and its representatives also shall have access be provided to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation Buyer pursuant to this Section 6.07 or otherwise shall affect or 7.1(a). Buyer agrees to be deemed liable to modify any representation or warranty contained in this Agreement or and to indemnify, defend and hold harmless the conditions Sellers, U.S. General Partner, the Companies and their respective Affiliates, directors, officers and employees and, to the obligations extent related thereto, the Manager and Operators, from and against any and all Liabilities, claims and causes of action for personal injury, death or property damage occurring as a result of Buyer’s or any of its Representatives’ access to the books and records, offices and properties of U.S. General Partner, the Companies or of the Parties Manager and Operators; provided, however, that such indemnity will not apply to consummate the Transaction extent that any such Liabilities, claims or causes of action arise out of the gross negligence or willful misconduct of the Sellers, U.S. General Partner, the Companies or any of their respective Affiliates, directors, officers or employees, or of the Manager or Operators. Buyer further agrees to comply fully with all rules, regulations and instructions issued by the Sellers, U.S. General Partner, the Companies and their respective Affiliates or other rights hereunderPersons in respect of Buyer’s or its Representatives’ actions while upon, entering or leaving any properties of U.S. General Partner, the Companies or of the Manager and Operators.

Access and Information. (a) The Seller Parties shall permitPrior to the Closing, the Company shall, and shall cause each Company Subsidiary to, afford Buyer or its Representatives reasonable access, upon reasonable prior notice and during normal business hours to the Group Companies’ executive personnel listed on Section 6.2(a) of the Disclosure Schedule and to the Group Companies’ properties, Contracts, books and records, and other documents and data; provided, however, that (i) any such access shall be conducted at Buyer’s expense, under the reasonable supervision of Company personnel and in such a manner as to maintain the confidentiality of such information and not to unreasonably interfere with the normal operation of the business of the Group Companies, (ii) neither Buyer nor any of Buyer’s Representatives shall contact, directly or indirectly, except in the ordinary course of Buyer’s business, any employee, customer or supplier of a Group Company without the Company’s Subsidiaries to permitprior written consent, Purchaser and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for which may be withheld in the Company’s reasonable discretion and (iii) no Group Company shall have any obligation to disclose any information to Buyer to the extent such disclosure would (A) result in a material breach of any agreement to which any Group Company is a party or is otherwise bound, and Marketing Affiliates(B) reasonably be expected to jeopardize any attorney-client or other legal privilege of any Group Company, or (C) result in a violation of any Laws or fiduciary duties applicable to any Group Company; provided, further, that communications with suppliers and other Persons the parties shall include use commercially reasonable efforts to make appropriate substitute arrangements under circumstances in which the Company foregoing restrictions set forth in clauses (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the CompanyA), (B) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser(C) above apply. The Seller Parties shallinformation delivered to Buyer or its authorized representatives pursuant to this Agreement, and shall cause the Company’s Subsidiaries to, compile and provide Purchaser and its representatives with such additional financial, operating and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During normal business hours, and with reasonable notice (which shall not require more than one day’s noticeincluding this Section 6.2(a), Purchaser and its representatives also shall have access be subject to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunder.

Access and Information. (a) The Seller Parties shall permit, and shall cause each Between the date of the Company’s Subsidiaries to permit, Purchaser this Agreement and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all propertiesEffective Time, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaser. The Seller Parties shall, and shall cause the Company’s its Subsidiaries to, compile and provide Purchaser afford the Parent and its authorized representatives with such additional financial(including its accountants, operating financial advisors and other data and information as Purchaser may reasonably request. The Company shall provide copies of all such documents to Purchaser and its representatives promptly upon request. During legal counsel) reasonable access during normal business hourshours to all of the properties, personnel, Contracts and with reasonable notice (which shall not require more than one day’s notice)Other Agreements, Purchaser and its representatives also shall have access any documents relating to the management and, with reasonable prior notice to the Company, employees Tax Returns of the Company and its Subsidiaries and other books and records of the Company and its Subsidiaries and shall promptly deliver or make available to the Company’s Parent (a) a copy of each report, schedule and other Representativesdocument filed by the Company pursuant to the requirements of federal or state securities laws and (b) all other information concerning the business, properties, assets and personnel of the Company and its Subsidiaries as the Parent may from time to time reasonably request, including, without limitation, access to outside counsel of the Company or any Subsidiary in connection with the review of any claim, dispute, action, proceeding, suit, appeal, investigation or inquiry pending or threatened against the Company or any Subsidiary. Each Party The Parent shall comply with hold, and shall cause its obligations under Representatives (as defined in the letter agreement dated May 6, 1997 (the "COMPANY CONFIDENTIALITY AGREEMENT") between the Company and Motors Insurance Corporation) to hold, all Evaluation Material (as defined in the Company Confidentiality Agreement. No information or knowledge obtained ) in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained confidence in accordance with the terms of the Company Confidentiality Agreement and, in the event of the termination of this Agreement for any reason, the Parent promptly shall return or destroy all Evaluation Material in accordance with the conditions to the obligations terms of the Parties to consummate the Transaction or any other rights hereunderCompany Confidentiality Agreement.

Access and Information. (a) The Seller From the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, Buyer, its Affiliates and the Financing Parties shall permitbe entitled, including through its and their Representatives, to make such investigation of the Business, the Purchased Companies, the Transferred Assets and Assumed Liabilities, and shall cause each to receive such information (to the extent relating to such investigation), as it reasonably requests and to make extracts and copies of the Company’s Subsidiaries Transferred Business Records or the business and records of the Purchased Companies. Any such investigation and examination shall be conducted after reasonable advance notice under reasonable circumstances and shall be subject to permit, Purchaser any restrictions under applicable Law and the Representatives of Purchaser (including legal counsel and accountants) to have upon reasonable notice access to all properties, premises, books, records (including Tax records), Contracts, financial statements, accountants’ work papers, documents, suppliers, and other Persons having business relationships with the Company and its Subsidiaries, other than customers, those suppliers who purchase key words for the Company, and Marketing Affiliates; provided, that communications with suppliers and other Persons shall include the Company (so long as the Company is reasonably available at times suggested by Purchaser or at times reasonably suggested by the Company) and the Company shall use its reasonable best efforts to cause such Persons to communicate with Purchaser but cannot guarantee that such Persons will communicate with Purchaserthis Agreement. The Seller Parties shall, and shall cause the Company’s Subsidiaries its Affiliates and Representatives to, compile cooperate with Buyer, its Affiliates and provide Purchaser the Financing Parties and their respective Representatives in connection with such investigation and examination, and Buyer, its Affiliates and the Financing Parties and their respective Representatives shall cooperate with the respective Representatives of Seller and its representatives with such additional financial, operating Affiliates and other data and information as Purchaser may reasonably request. The Company shall provide copies minimize any disruption to the business of all such documents to Purchaser Seller and its representatives promptly upon requestAffiliates. During normal This Section 5.2 shall not entitle Buyer, its Affiliates and the Financing Parties or their respective Representatives to contact any third party doing business hourswith Seller or its Affiliates, access the properties or records of any such third party or access the properties of Seller or its Affiliates, in each case without Seller’s prior written consent. For the avoidance of doubt, Buyer, its Affiliates and with reasonable notice the Financing Parties shall not be entitled to collect any air, soil, surface water or ground water samples nor to perform any invasive or destructive environmental or subsurface investigation, including any “Phase II” environmental site assessment or similar work on any Owned Real Property without the prior written consent of Seller (which shall not require more than one day’s noticemay be withheld in its sole discretion), Purchaser and its representatives also shall have access to the management and, with reasonable prior notice to the Company, employees of the Company and its Subsidiaries and to the Company’s other Representatives. Each Party shall comply with its obligations under the Confidentiality Agreement. No information or knowledge obtained in any investigation pursuant to this Section 6.07 or otherwise shall affect or be deemed to modify any representation or warranty contained in this Agreement or the conditions to the obligations of the Parties to consummate the Transaction or any other rights hereunder.