Common use of Access; Certain Communications Clause in Contracts

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to applicable laws relating to the exchange of information and subject to the provisions of contracts entered into by Seller, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement: (a) Seller shall (and shall cause the Company and each Subsidiary to) afford to Buyer and its authorized agents and representatives access, upon reasonable advance notice and during normal business hours, to all books, records, documents and other information of the Company and the Subsidiaries; provided, however, that such access and review shall be permitted and conducted in a manner which does not materially interfere with the normal operations or customer and employee relations of the Company or the Subsidiaries. Buyer shall direct all requests for access to any books, records, documents or other information of the Company or any Subsidiary and all communications with officers and employees of the Company or any Subsidiary to ▇▇▇▇▇ ▇▇▇▇, for all financial related information, and ▇▇▇▇▇ ▇. ▇▇▇▇, for all other information. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in the opinion of Seller’s counsel (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entities) to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to Seller, the Company and/or the Subsidiaries which has been or is provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date; and (b) Except as otherwise required pursuant to applicable law, each party hereto shall give prompt notice to the other party of (i) any material communication received from or given to any Governmental Authority in connection with any of the transactions contemplated hereby; (ii) any notice or other communication from or on behalf of any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims or investigations commenced or, to such party’s knowledge, threatened against Buyer, Seller, the Company or the Subsidiaries, as applicable, that seek to restrain or enjoin the consummation of the transactions contemplated by this Agreement.

Access; Certain Communications. Between the date of ------------------------------ this Agreement and the Closing Date, subject to applicable laws any Applicable Laws relating to the exchange of information and subject to the provisions of contracts entered into by Seller, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement:information, (a) Seller shall (and shall cause Seller, the Company and each Subsidiary to) the Company Subsidiaries shall afford to Buyer and its authorized agents and representatives reasonable access, upon reasonable advance notice and during normal business hours, to all books, recordsContracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other information aspects of the business of the Company and the SubsidiariesCompany Subsidiaries (other than the Loan Production Offices). Seller, the Company and the Company Subsidiaries shall cause their personnel, attorneys and accountants to provide assistance to Buyer in Buyer's investigation of matters relating to the purchase of the Shares, including allowing Buyer and its authorized agents and representatives access to their operating sites and facilities; provided, however, that such access and review Buyer's investigation shall be permitted conducted in -------- ------- a manner which does not unreasonably interfere with the normal operations, customers, and employee relations of the Company and the Company Subsidiaries. Notwithstanding anything in this Agreement to the contrary, none of the Seller, the Company or the Company Subsidiaries shall be required to provide access to or to disclose confidential customer account information or jeopardize the attorney-client privilege of the institution in possession or control of such information. The parties hereto will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Buyer shall afford to Seller and its authorized agents and representatives reasonable access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other aspects of relevance, in the reasonable judgment of Buyer, to the transactions contemplated hereby. Buyer shall cause its personnel, attorneys and accountants to provide assistance to Seller in Seller's investigation of matters relating to the Stock Purchase or the Merger, including allowing Seller and its authorized agents and representatives access to its operating sites and facilities; provided, however, -------- ------- that Seller's investigation shall be conducted in a manner which does not materially unreasonably interfere with the Buyer's normal operations or customer operations, customers, and employee relations relations. (c) The investigations of the Company or the Subsidiaries. Buyer shall direct all requests for access parties pursuant to any books, records, documents or other information of the Company or any Subsidiary and all communications with officers and employees of the Company or any Subsidiary to ▇▇▇▇▇ ▇▇▇▇, for all financial related information, and ▇▇▇▇▇ ▇. ▇▇▇▇, for all other information. Notwithstanding the foregoing, Buyer this Section 6.7 shall not have access to personnel records of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in the opinion of Seller’s counsel (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entities) to risk of liability. Without limiting affect any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to Seller, the Company and/or the Subsidiaries which has been representations or is provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date; and (b) Except as otherwise required pursuant to applicable law, each party hereto shall give prompt notice to the other party of (i) any material communication received from or given to any Governmental Authority in connection with any of the transactions contemplated hereby; (ii) any notice or other communication from or on behalf of any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims or investigations commenced or, to such party’s knowledge, threatened against Buyer, Seller, the Company or the Subsidiaries, as applicable, that seek to restrain or enjoin the consummation of the transactions contemplated by this Agreementwarranties contained herein.

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to applicable laws relating to the exchange of information and subject to the provisions of contracts entered into by Seller, the Company, and/or and any Subsidiary with third parties prior to the date of this Agreement: (a) Seller shall (and shall cause the Company and each Subsidiary to) afford to Buyer and its authorized agents and representatives access, upon reasonable advance notice and during normal business hours, to all books, records, documents and other information of the Company and the Subsidiaries; provided, however, that such access and review Buyer’s investigation shall be permitted and conducted in a manner which does not materially interfere with the normal operations or customer operations, customers and employee relations of the Company or the Subsidiaries. Buyer shall direct all requests for access to any books, records, documents or other information of the Company or any Subsidiary and all communications with officers and employees of the Company or any Subsidiary to ▇▇▇▇▇ ▇▇▇▇, for all financial related information, and ▇▇▇▇▇ ▇. ▇▇▇▇, for all other information. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in the opinion of Seller’s counsel (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entities) to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to Seller, the Company and/or the Subsidiaries which has been or is provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date; and; (b) Except as otherwise required pursuant to applicable law, each party hereto shall give prompt notice to the other party of (i) any material communication received from or given to any Governmental Authority in connection with any of the transactions contemplated hereby; , (ii) any notice or other communication from or on behalf of any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims or investigations commenced or, to such party’s knowledge, threatened against Buyer, Seller, the Company or the Subsidiaries, as applicable, that seek to restrain or enjoin the consummation of the transactions contemplated by this Agreement.

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to applicable laws Applicable Laws relating to the exchange of information and subject to any order of the Director of the Department or issued pursuant to the provisions of contracts entered into by Seller, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement: Reorganization Proceeding: (a) a Seller shall (and shall cause the Company and each Subsidiary to) afford to Buyer and its authorized agents and representatives access, upon reasonable advance notice and during normal business hours, to all books, records, contracts and other documents and other information (except immaterial contracts, documents and information subject to confidentiality agreements) of or relating to the assets, liabilities, business, operations and other aspects of the business of the Company and the Subsidiaries and shall use commercially reasonable efforts to cause RGA, the RGA Subsidiaries, Conning and the Conning Subsidiaries to afford such access to Buyer and its authorized agents and representatives. Seller shall cause the Company Employees and the employees of any Subsidiary and each of the Company's and their respective attorneys, financial advisors, auditors, actuarial advisors and other representatives to provide reasonable assistance to Buyer in Buyer's investigation of matters relating to the purchase of the Shares; provided, however, that such access and review Buyer's investigation shall be permitted and conducted in a manner which does not materially interfere with the normal operations or customer operations, customers and employee relations of the Company Company, its Subsidiaries, RGA, the RGA Subsidiaries, Conning or the Conning Subsidiaries. Buyer shall direct all requests for access to any books, records, documents or other information of the Company or any Subsidiary and all communications with officers and employees of the Company or any Subsidiary to ▇▇▇▇▇ ▇▇▇▇, for all financial related information, and ▇▇▇▇▇ ▇. ▇▇▇▇, for all other information. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in the opinion of Seller’s counsel (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entities) to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s 's and its agents’ ' and representatives’ ' obligations with respect to all confidential information with respect to Sellerthe Company, the Company and/or Subsidiaries, RGA, the Subsidiaries RGA Subsidiaries, Conning and the Conning Subsidiaries, which has been or is provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date; and (b) Except b except as otherwise required pursuant to applicable lawany order of the Director of the Department or issued pursuant to the Reorganization Proceeding, each party hereto Seller shall give prompt notice to the other party Buyer of (i) any material communication received from or given to any Governmental Authority in connection with any of the transactions contemplated hereby; , (ii) any notice or other communication from or on behalf of any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims or investigations commenced or, or to such party’s knowledge, Seller's knowledge threatened against Buyer, Seller, the Company or and the Subsidiaries, as applicableand, that seek if known, RGA, the RGA Subsidiaries, Conning and the Conning Subsidiaries, that, if pending on the date of this Agreement, would have been required to restrain have been disclosed, or enjoin relate to the consummation of the transactions contemplated by this Agreement.; provided, however, that the delivery of any notice pursuant to this Section 6.4(b) shall not limit or otherwise affect the remedies available hereunder to Buyer; and

Access; Certain Communications. Between the date of this ------------------------------ Agreement and the Closing Date, subject to applicable laws Applicable Laws relating to the exchange of information and subject to the provisions of contracts entered into by Sellerinformation, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement: (a) Seller Sellers shall (and shall cause the Company and each Subsidiary to) afford to Buyer and its authorized agents and representatives reasonable access, upon reasonable advance prior notice and during normal business hours, to all booksthe personnel, properties, records, contracts, documents and other information of or relating to the Company assets, liabilities, business, operations, personnel and such other aspects of the business of the Companies and the SubsidiariesFunds as Buyer shall reasonably request; provided, however, that such access and review -------- ------- investigations shall be permitted and conducted in a manner which does not materially unreasonably interfere with the normal operations or customer operations, clients and employee relations of the Company or the Subsidiaries. Buyer shall direct all requests for access to any books, records, documents or other information of the Company or any Subsidiary and all communications with Companies. Prior to the Closing, the Sellers shall cause the officers and employees of the Company Companies to furnish to Buyer and its officers, employees, representatives, counsel and accountants such financial and operating data and other information with respect to the business, properties and assets of the Companies as Buyer or any Subsidiary such Person shall from time to ▇▇▇▇▇ ▇▇▇▇, for all financial related informationtime reasonably request, and ▇▇▇▇▇ ▇. ▇▇▇▇shall cause each Company and its respective directors, for all other informationpartners, officers and employees to cooperate with, and each Company shall request its independent public accountants and independent legal counsel to cooperate with, Buyer and its officers, employees, representatives, counsel and accountants so as to enable Buyer to become fully informed with respect to the business, assets, financial condition, results of operations and prospects of the Companies. Notwithstanding the foregoing, Buyer agrees that any meetings between Buyer and Company personnel shall not have access be arranged in advance by the Chief Executive Officer of PCM or his designee. No investigation pursuant to personnel records this Section 5.6 or otherwise shall affect or limit the representations and warranties of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in the opinion of Seller’s counsel (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entities) to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to Seller, the Company and/or the Subsidiaries which has been or is provided or made available to them at any time, including during the period between the date of this Agreement and the Closing Date; and (b) Except as otherwise required pursuant to applicable law, each party hereto shall give prompt notice to the other party of (i) any material communication received from or given to any Governmental Authority in connection with any of the transactions contemplated hereby; (ii) any notice or other communication from or on behalf of any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims or investigations commenced or, to such party’s knowledge, threatened against Buyer, Seller, the Company or the Subsidiaries, as applicable, that seek to restrain or enjoin the consummation of the transactions contemplated by this AgreementSellers set forth herein.

Access; Certain Communications. (a) Between the date of this Agreement and the Closing Date, subject to applicable laws any Applicable Laws or other agreements relating to the exchange of information and subject to the provisions of contracts entered into by Sellerinformation, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement: (a) Seller shall (and Opfin shall cause Opgroup and the Company and each Subsidiary to) Opgroup Subsidiaries to afford to Buyer TAG and its PIMCO Advisors and their authorized agents and representatives complete access, upon reasonable advance notice and during normal business hours, to all books, recordscontracts, documents and other information of or relating to the Company assets, liabilities, business, operations, personnel and other aspects of the SubsidiariesOpgroup Business; provided, however, that such access TAG's and review PIMCO Advisors' investigation shall be permitted and conducted in a manner which does not materially unreasonably interfere with the normal operations or customer and employee relations of the Company or the SubsidiariesOpgroup Business. Buyer All such information and access shall direct all requests for access be subject to any books, records, documents or other information of the Company or any Subsidiary and all communications with officers and employees of the Company or any Subsidiary to ▇▇▇▇▇ ▇▇▇▇, for all financial related information, and ▇▇▇▇▇ ▇. ▇▇▇▇, for all other information. Notwithstanding the foregoing, Buyer shall not have access to personnel records of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, in the opinion of Seller’s counsel (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entities) to risk of liability. Without limiting any of the terms thereof, the terms and conditions of the that certain Confidentiality Agreement shall govern Buyer’s between Opgroup and its agents’ and representatives’ obligations with respect to all confidential information with respect to SellerPIMCO Advisors, the Company and/or the Subsidiaries which has been or is provided or made available to them at any timedated August 13, including during the period between 1996. (b) Between the date of this Agreement and the Closing Date; and (b) Except as otherwise required pursuant , subject to applicable law, each party hereto shall give prompt notice any Applicable Laws or other agreements relating to the exchange of information, TAG and PIMCO Advisors shall afford to Opfin, Opgroup, the Opgroup Subsidiaries and their authorized agents and representatives complete access, upon reasonable notice and during normal business hours, to all contracts, documents and information of or relating to the assets, liabilities, business, operations, personnel and other party aspects of (i) any material communication received from or given to any Governmental Authority TAG and PIMCO Advisors and the PIMCO Advisors Subsidiaries; provided, however, that Opfin, Opgroup and the Opgroup Subsidiaries' investigation shall be conducted in connection a manner which does not unreasonably interfere with any the normal operations of the transactions contemplated hereby; (ii) any notice or other communication from or on behalf business of any Person alleging TAG, PIMCO Advisors, and the PIMCO Advisors Subsidiaries. All such information and access shall be subject to the terms and conditions of that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; certain Confidentiality Agreement between Opgroup and (iii) any actionsPIMCO Advisors, suitsdated January 10, claims or investigations commenced or, to such party’s knowledge, threatened against Buyer, Seller, the Company or the Subsidiaries, as applicable, that seek to restrain or enjoin the consummation of the transactions contemplated by this Agreement1997.

Access; Certain Communications. Between the date of this Agreement and the Closing Date, subject to applicable laws any Applicable Laws relating to the exchange of information and subject to the provisions of contracts entered into by Seller, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement:information, (a) Seller shall (and shall cause Each of the Company and each Subsidiary to) Optima shall afford to Buyer and its authorized agents and representatives complete access, upon reasonable advance notice and during normal business hours, to all books, recordsContracts, documents and information of or relating to the assets, liabilities, business, operations, prospects, personnel and other information aspects of its business. Each of the Company and Optima shall cause its personnel, attorneys and accountants to provide assistance to Buyer in Buyer's investigation of matters relating to the Subsidiariespurchase of the Shares, including allowing Buyer and its authorized agents and representatives access to the offices of the Company and Optima and related data processing facilities; provided, however, that such access and review Buyer's investigation shall be permitted and conducted in a manner which does not materially unreasonably interfere with the Company's normal operations or customer operations, clients, and employee relations relations. (b) Buyer shall be entitled to reasonably conduct a review of the Company or the Subsidiaries. Buyer shall direct all requests for access Company's and Optima's business relationships with broker/dealers and investment advisors, who, in Buyer's opinion, are material to any books, records, documents or other information of the Company or any Subsidiary and all communications and/or Optima. The Company agrees to reasonably cooperate with officers and employees such efforts. In the event the Buyer is not satisfied with the outcome of the Company or any Subsidiary to ▇▇▇▇▇ ▇▇▇▇, for all financial related information, and ▇▇▇▇▇ ▇. ▇▇▇▇, for all other information. Notwithstanding the foregoingits review of such business relationships, Buyer shall not have access be entitled, in its discretion, to personnel records terminate this Agreement prior to the expiration of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information that, Due Diligence Period (as defined in the opinion of Seller’s counsel Section 6.8(c)). (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entitiesc) to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to Seller, the Company and/or the Subsidiaries which has been or is provided or made available to them at any time, including during the period between Promptly following the date of this Agreement Agreement, Buyer shall complete its review of the Company and Optima and their respective operations, business affairs, prospects and financial conditions, including, without limitation, those matters which are the Closing Date; and subject of Seller's representations and warranties (b) Except as otherwise required pursuant to applicable lawthe "Due Diligence Review"). Buyer shall conclude such #297907 -28- review by not later than August 29, each 1997 (the "Due Diligence Period"). Each party hereto shall give prompt notice promptly advise the other parties of any situation, event, circumstance or other matter which could reasonably be expected to result in the termination of this Agreement pursuant to Section 9.1 hereof. Notwithstanding anything herein or implied to the other party of (i) contrary, the Due Diligence Review shall not limit, restrict or preclude, or be construed to limit, restrict or preclude, Buyer, at any material communication received time or from time to time thereafter, from conducting such further reviews or given from exercising any rights available to any Governmental Authority in connection with any it hereunder as a result of the transactions contemplated hereby; (ii) any notice existence or other communication from or on behalf occurrence prior to the Due Diligence Period of any Person alleging that event or condition which was not detected in the consent Due Diligence Review and which would constitute a breach of such Person is any representation, warranty or may be required in connection with the transactions contemplated by this Agreement; and (iii) any actions, suits, claims or investigations commenced or, to such party’s knowledge, threatened against Buyer, Seller, the Company or the Subsidiaries, as applicable, that seek to restrain or enjoin the consummation of the transactions contemplated by covenant under this Agreement.

Access; Certain Communications. (a) Between the date of this Agreement and the Closing Date, subject to applicable laws Applicable Laws relating to the exchange of information and subject to the provisions of contracts entered into by Sellerinformation, the Company, and/or any Subsidiary with third parties prior to the date of this Agreement: (a) Seller shall (and shall cause the Company Companies, their Subsidiaries and each Subsidiary to) their respective counsel and accountants to afford to Buyer and its authorized agents and representatives reasonable access, upon reasonable advance prior notice and during normal business hours, to all contracts, documents, financial statements, working papers, books, records, documents commitments, minutes, instruments and other information relating to the business of the Company Companies and their Subsidiaries as Buyer shall reasonably request. Buyer and its agents and representatives shall not contact or have access to customers, suppliers or employees of any of the Subsidiaries; providedCompanies or any of their Subsidiaries without the prior consent of Seller, howeverwhich consent shall not be unreasonably withheld. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.6(a), Seller, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any applicable attorney-client privileges or (ii) in the event Buyer is in breach of this Agreement. It is further understood that Seller shall be under no obligation to grant Buyer or its representatives any access if such access and review shall be permitted and conducted in a manner which does not materially would, under the circumstances, interfere with the normal operations operations, activities or customer and employee relations employees of any of the Company or the Subsidiaries. Buyer shall direct all requests for access to any books, records, documents or other information of the Company Companies or any Subsidiary and all communications with officers and employees of the Company their Subsidiaries, or any Subsidiary to ▇▇▇▇▇ ▇▇▇▇, for all financial related information, and ▇▇▇▇▇ ▇. ▇▇▇▇, for all other information. Notwithstanding the foregoing, Buyer shall not have if such access to personnel records of the Company or the Subsidiaries relating to individual performance or evaluation records, medical histories or other books, records, documents or information thatwould, in the opinion judgment of Seller’s counsel , violate applicable antitrust or similar laws. (whether Seller’s in-house or outside counsel), is sensitive or the disclosure of which could subject Seller, the Company or the Subsidiaries (or the trustees, directors, employees or agents of such entitiesb) to risk of liability. Without limiting any of the terms thereof, the terms of the Confidentiality Agreement shall govern Buyer’s and its agents’ and representatives’ obligations with respect to all confidential information with respect to Seller, the Company and/or the Subsidiaries which has been or is provided or made available to them at any time, including during the period between Between the date of this Agreement and the Closing Date; and (b) Except as otherwise required pursuant , subject to applicable law, each party hereto shall give prompt notice Applicable Laws relating to the other party exchange of information, Buyer shall and shall cause its Subsidiaries and their respective counsel and accountants to afford to Seller and its authorized agents and representatives reasonable access, upon reasonable prior notice and during normal business hours, to contracts, documents, financial statements, working papers, books, records, commitments, minutes, instruments and information relating to the business of the Buyer and its Subsidiaries, as Seller shall reasonably request. Seller and its agents and representatives shall not contact or have access to customers, suppliers or employees of Buyer or any of its Subsidiaries. It is expressly understood by the parties hereto that, notwithstanding the provisions of this Section 5.6(b), Buyer, in its sole discretion, may deny or restrict any access (i) involving possible breaches of applicable confidentiality agreements with third parties or possible waivers of any material communication received from applicable attorney-client privileges or given to any Governmental Authority in connection with any of the transactions contemplated hereby; (ii) in the event Seller is in breach of this Agreement. It is further understood that Buyer shall be under no obligation to grant Seller or its representatives any notice or other communication from or on behalf of any Person alleging that access if such access would, under the consent of such Person is or may be required in connection circumstances, interfere with the transactions contemplated by this Agreement; and (iii) operations, activities or employees of Buyer or any actionsof its Subsidiaries, suitsor if such access would, claims or investigations commenced or, to such party’s knowledge, threatened against in the judgment of Buyer, Seller, the Company violate applicable antitrust or the Subsidiaries, as applicable, that seek to restrain or enjoin the consummation of the transactions contemplated by this Agreementsimilar laws.