Common use of Access to Books and Records Clause in Contracts

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company During the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall, and shall cause it Subsidiaries and its and their respective representativesAffiliates to, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, Representatives reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the businessbooks, records, properties and personnel of the Transferred Entitiesemployees, in each case of clauses (i) and (ii) solely to the extent necessary relating to the Program Business and solely for Purchaser to prepare for purposes of furthering the Closing and/or Sale and the other transactions contemplated hereby or integration planning for the operations of the Transferred Entities after the Closing; providedrelating thereto, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the CompanySeller; provided, however, that such access shall not include any environmental sampling or testing. Purchaser and its representatives further agrees that any permitted investigation undertaken by Purchaser pursuant to the access granted under this Section 5.1(a) shall conduct any such activities be conducted in such a manner so as not to interfere unreasonably with the business or operations operation of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees Program Business. All of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)books, the Company shall not be required by this Section 5.1(a) to (records and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose other information to which Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained Representatives is provided access pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject treated as “Evaluation Material” pursuant to the terms of the Confidentiality Agreement, the provisions of which are by this reference hereby incorporated herein. Notwithstanding anything to the contrary in this Agreement, during the period from the date of this Agreement until the earlier of the Closing or termination of this Agreement in accordance with its terms, neither Seller, nor any of its Affiliates, shall be required to provide access to or disclose to Purchaser or its Representatives any information if: (i) Seller or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in any Action to the extent such information is reasonably pertinent thereto; (ii) upon the advice of counsel, such access or disclosure would jeopardize attorney-client, work product or similar privilege of such Person or contravene any (A) applicable Laws, (B) Order of a Governmental Entity of competent jurisdiction or (C) obligations of confidentiality (whether contractual or otherwise) (provided that, in the case of the foregoing clause (ii), Seller will use reasonable best efforts to find a suitable alternative to disclose information in such a way that such disclosure does not violate any applicable Law, Order or confidentiality obligations or jeopardize privilege); (iii) such access or disclosure would disclose a trade secret (including source code); (iv) Seller reasonably determines upon the advice of its outside antitrust counsel that such information should not be so disclosed due to its competitively sensitive nature; (v) it relates to the sale process with respect to the Program Business or the possible sale of the Program Business to any other third parties prior to the date hereof; or (vi) it relates to Taxes or Tax Returns other than information solely related to a Transferred Asset or the Program Business.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1and the Closing Date, to (i) afford to Purchaser the Company shall provide Parent and its representatives, subject to applicable Law, authorized representatives (the "Parent's Representatives") with reasonable access to to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Transferred Entities and (ii) furnish Group Companies in order for Parent to Purchaser and its representatives have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding desire in connection with the business, properties and personnel consummation of the Transferred EntitiesTransactions, in each case of clauses (i) and (ii) to the extent necessary for Purchaser consented to prepare for in advance by the Closing and/or planning for Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the operations Company's and any Subsidiaries' customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the Transferred Entities after business of any Group Company, and (b) the Closing; Company may elect to limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company, any of its Subsidiaries or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall not use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect accorded to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company During the Interim Period, to the extent consistent with applicable Law, Seller shall, and Seller shall cause it Subsidiaries and its and their respective representativeseach Acquired Company to, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to provide Purchaser and its representatives, subject to applicable Law, authorized representatives with reasonable access at reasonable times and upon reasonable advance notice to the offices, properties, personnel, books and records of the Transferred Entities Acquired Companies in order for Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Acquired Companies; provided, that such access does not unreasonably interfere with the normal operations of the Acquired Companies. Neither the Acquired Companies nor Seller makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.5, and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time not rely on the accuracy of any such information, other than the representations and warranties of the Acquired Companies expressly and specifically set forth in Article IV, as qualified by the Disclosure Schedule. Following the Closing, Seller shall, at the reasonable request of Purchaser, reasonably request cooperate with Purchaser in providing information regarding the businessAcquired Companies, properties and personnel of and, to the Transferred Entitiesextent information regarding the Acquired Companies is held by Seller, in each case of clauses (i) and (ii) provide such information to Purchaser, to the extent necessary for Purchaser to prepare for and file filings required to be made by Purchaser under the Closing and/or planning for the operations of the Transferred Entities after the ClosingExchange Act, including pursuant to Form 8-K and any financial statements required in connection therewith; provided, however, that the Company such cooperation shall not be required to, provided at no out-of-pocket cost or expense to Seller and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance unreasonably interfere with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or normal operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser Seller or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementAffiliates.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof to of this Agreement until the Closing or the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.19.01 hereof, to Seller shall, and shall cause the Company and each Acquired Company to, (i) afford to Purchaser provide Buyer and its representatives, subject to applicable Law, authorized representatives (“Buyer’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records (including electronic records) and key employees (including the Employment Agreement Employees) of the Transferred Entities Business and (ii) furnish to Purchaser Buyer and its representatives Buyer’s Representatives such additional financial, operating and other relevant data and information about the Business as Buyer may reasonably request for the purpose of preparing to operate the Business following the Closing. In addition, between the date of this Agreement and the Closing, Buyer may have communications with key customers of the Business as mutually and reasonably agreed to by Seller and Buyer. Notwithstanding the foregoing, no access or information provided to Buyer and Buyer’s Representatives pursuant to this Section 6.02 shall unreasonably interfere with the normal operations of the Company and the Acquired Companies, and all requests for such access will be directed to Xxxxxxx Xxxxxx at the Company or such other information Person or Persons as Purchaser the Company may designate in writing to Buyer from time to time time. Notwithstanding anything to the contrary in this Agreement, neither Seller nor the Company, any Acquired Company or their respective Affiliates will be required to provide access or disclose any information to Buyer in accordance with this Section 6.02 to the extent that such access or disclosure would be reasonably request regarding likely to (x) result in the businessloss of any attorney-client or other legal privilege (except to the extent such privilege would be preserved by entering into a common interest agreement or similar agreement for the purpose of preserving such privilege, properties and personnel such agreement in a form reasonably satisfactory to Seller is entered into prior to any such disclosure) or (y) contravene any applicable Laws. Neither Seller nor any Acquired Company nor their subsidiaries makes any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Buyer may not rely on the Transferred Entitiesaccuracy of any such information, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so other than as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except expressly set forth in the case of clause (x), Seller’s representations and warranties contained in Article 3 and Article 4 and the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicableSeller Closing Certificate. Purchaser shall not, and shall cause its representatives not to, use any information obtained No investigation pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale 6.02 by Buyer or planning for the operations of the Transferred Entities after the Closing, and all such information Buyer’s Representatives shall be subject deemed to modify any of Seller’s representations and warranties contained in Article 3 and Article 4 or the Seller Closing Certificate. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The During the Interim Period, the Company and Seller shall, and shall cause it each of the Company’s Subsidiaries to, provide Buyer or its Affiliates and Advisors with reasonable access, during normal business hours and upon reasonable advanced notice, to the facilities, assets, properties, financial information, senior management level employees, books and records, contracts and documents of or regarding Seller, the Company and its and their respective representatives, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred EntitiesSubsidiaries, in each case of clauses as reasonably requested from time to time; provided that (i) and such access does not unreasonably interfere with the normal operations of Seller, the Company or any of its Subsidiaries, or involve any environmental sampling or testing or invasive or subsurface investigations, (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not Seller and the Company reasonably determine to interfere unreasonably with be appropriate to protect the business or operations confidentiality of the Transferred Entities Transactions, and (iii) nothing herein shall require Seller or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required provide access to, or to cause its Subsidiaries and its and their representatives disclose any information to) grant access or disclose information to Purchaser , Buyer or any of its representatives that if such access or disclosure (A) would waive any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product legal privilege or (zB) violate an existing Contract; providedwould be in violation of applicable Laws or the provisions of any Contract entered into prior to the date of this Agreement (and made available to Buyer) to which Seller, thatthe Company or any of its Subsidiaries is a party. Neither Seller nor the Company makes any representation or warranty as to the accuracy of any information, except if any, provided pursuant to this Section 6.02, and Buyer may not rely on the accuracy of any such information, in each case, other than the case representations and warranties of clause (x)the Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries and the representations and warranties of Seller expressly and specifically set forth in ARTICLE IV regarding Seller, and the providing of any such information will not expand the claims or remedies available hereunder to Buyer or the Buyer Group in any manner. The information provided pursuant to this Section 6.02 will be used solely for the purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Confidentiality Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the parties agree that the Confidentiality Agreement, and all rights and obligations set forth therein, shall terminate immediately as of the Closing and thereafter shall be of no further force or effect. Additionally, during the Interim Period, the Company shall give written notice deliver to Purchaser Buyer all monthly financial statements of the fact that Company and its Subsidiaries (as prepared in accordance with the Company’s normal accounting procedures) reasonably promptly after such documents and information listed above financial statements are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreementavailable.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof until the Closing Date, the Company will (x) provide Parent and its counsel, financial advisors, auditors and other authorized representatives (“Parent’s Representatives”) with access during normal business hours and upon reasonable notice to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1offices, to (i) afford to Purchaser and its representativesproperties, subject to applicable Lawofficers, reasonable access to the directors, managers, facilities, contracts, books and records of the Transferred Entities Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries, (y) provide Parent and its counsel, financial advisors, auditors and other authorized representatives with such financial and operating data and other information relating to the Company and any Company Subsidiary, in each case solely to the extent prepared by the Company in the ordinary course of business, as such Persons may reasonably request and (iiz) furnish to Purchaser instruct the employees, counsel and financial advisors of the Company and Company Subsidiaries to, at the reasonable request of Parent, reasonably cooperate with Parent in its investigation of the Company and the Company Subsidiaries; provided that (a) such access is during normal business hours and does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (c) no information or knowledge obtained (or that could have been obtained) by Parent or any of its Affiliates or representatives (including in any investigation pursuant to this Section 6.02), whether prior to, on or after the date hereof, and regardless of the source thereof, shall affect or be deemed to modify any representation, warranty or agreement made by any party hereunder and (d) all requests for such access, other than requests for access to employees, officers or directors of the Company and Company Subsidiaries, will be directed to Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxx or Xxxxxx Xxxxxx or such other information Person as Purchaser the Company or the Representative may designate from time to time reasonably request regarding (the business“Designated Contacts”); provided that, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and Parent shall not be required to cause request access from the Designated Contacts to the extent any such Designated Contact has previously consented to Parent’s access with respect to a particular matter and Parent’s access is substantially consistent with such prior consent. Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not will be required to cause its Subsidiaries and its and their representatives to) grant access or disclose any information to Purchaser Parent or Parent’s Representatives if such disclosure would be reasonably likely to (x) result in the loss of any of its representatives that any Seller attorney-client or the Company reasonably determines in good faith would other legal privilege or (wy) contravene any applicable Law, (x) relate to any litigation fiduciary duty or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information binding agreement entered into prior to the extent doing so would date hereof. The Company does not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect make any representation or warranty as to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a6.02, and Parent may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Parent is not authorized to and will not (and will use its reasonable best efforts to cause Parent’s Representatives not to) for contact any purpose unrelated Person it knows to furthering the consummation be a customer, supplier, lessor, lender or other material business relation of the Sale Company or planning any of its Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the Company or the Representative; provided that such Person is not a customer, supplier, lessor, lender, representative or other material business relation of Parent. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Mutual Confidentiality and Nondisclosure Agreement, effective as of May 1, 2016, by and between Xxxxx Technologies, Inc. and Deltek, Inc. (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 8.01, the Confidentiality Agreement will survive the termination of this Agreement for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of period set forth in the Confidentiality Agreement.

Access to Books and Records. From the date hereof until the Closing Date, the Company will provide Parent and its authorized representatives (“Parent’s Representatives”) with (a) The access during normal business hours and upon reasonable notice to the offices, properties, books and records, officers and, as expressly approved by the Designated Contacts, such other personnel of the Company shall, and shall cause it Subsidiaries and its and their respective representatives, from Subsidiaries in order for Parent to have the date hereof opportunity to the earlier make such investigation as it reasonably desires to make of the Closing Date affairs of the Company and the valid termination of this Agreement pursuant to Section 7.1, to its Subsidiaries; provided that (i) afford to Purchaser such access does not unreasonably interfere with the normal operations of the Company and its representativesSubsidiaries, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish such access occurs in such a manner as the Company reasonably determines to Purchaser be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and its representatives (iii) all requests for such access will be directed to Xxxxxxx Xxxxx, Xxxxx Xxxx or such other information Person as Purchaser the Company or the Representative may designate in writing from time to time reasonably request regarding (the business“Designated Contacts”), properties and personnel (b) within fifteen (15) days after the end of each calendar month after the date hereof, a copy of the Transferred Entities, in each case of clauses (i) unaudited monthly consolidated financial statements and (iic) a copy of all material operating and financial reports delivered by the Company or its Subsidiaries to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations board of directors (or equivalent governing body) of the Transferred Entities after the Closing; provided, that Company and its Subsidiaries during such period and any other written reports or written materials prepared by the Company shall not be required toor its Subsidiaries in the ordinary course of business and reasonably requested by Parent or Parent’s Representatives. Notwithstanding anything to the contrary in this Agreement, and shall not neither the Company nor its Subsidiaries will be required to cause its Subsidiaries disclose any information to Parent or its or their representatives to, make available personnel files until after the Closing Date. Any Parent’s Representatives if such access shall disclosure would be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) reasonably likely to (and shall not be required x) jeopardize any attorney client or other legal privilege (subject to cause its Subsidiaries and its and their representatives tothe common interest doctrine) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (wy) contravene any applicable Law, (x) relate to any litigation fiduciary duty or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information binding agreement entered into prior to the extent doing so would date hereof. The Company does not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect make any representation or warranty as to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a6.02, and Parent may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) for contact (i) any purpose unrelated to furthering the consummation officer, director, employee of the Sale Company or planning for any of its Subsidiaries prior to the operations Effective Time or (ii) any customer, supplier, lessor, lender or other material business relation of the Transferred Entities after the Closing, and all such information shall be subject Company or any of its Subsidiaries prior to the Effective Time regarding matters related to the Company, its Subsidiaries or the transactions contemplated by this Agreement, in each case without the prior written consent of the Company or the Representative. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Confidentiality Agreement, dated September 20, 2013, by and between the Company and Parent (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 9.01, the Confidentiality Agreement will survive the termination of this Agreement for a period of two (2) years following the date of such termination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement term will be automatically amended to be extended for such two (2) year period).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof until the Closing Date, the Company will provide Parent and its authorized representatives (“Parent’s Representatives”) with access during normal business hours and upon reasonable notice to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1offices, to (i) afford to Purchaser and its representativesproperties, subject to applicable Lawofficers, reasonable access to the books and records of the Transferred Entities Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (iic) furnish all requests for such access will be directed to Purchaser and its representatives Xxxxx Xxxxxxx, Xxxxx Xxxx or such other information Person as Purchaser the Company or the Representative may designate in writing from time to time reasonably request regarding (the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) “Designated Contacts”). Notwithstanding anything to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; providedcontrary in this Agreement, that neither the Company shall not be required to, and shall not nor its Subsidiaries will be required to cause its Subsidiaries disclose any information to Parent or its or their representatives to, make available personnel files until after the Closing Date. Any Parent’s Representatives if such access shall disclosure would be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) reasonably likely to (and shall not be required to cause its Subsidiaries and its and their representatives tox) grant access jeopardize any attorney client or disclose information to Purchaser other legal privilege or any of its representatives that any Seller or the Company reasonably determines in good faith would (wy) contravene any applicable Law, (x) relate to any litigation fiduciary duty or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information binding agreement entered into prior to the extent doing so would date hereof. The Company does not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect make any representation or warranty as to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a6.02, and Parent may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) for contact any purpose unrelated to furthering the consummation officer, director, employee, customer, supplier, lessor, lender or other material business relation of the Sale Company or planning any of its Subsidiaries in connection with the transactions contemplated by this Agreement prior to the Effective Time without the prior written consent of the Company or the Representative (which consent shall not be unreasonably withheld, delayed or conditioned). The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Mutual Confidentiality Agreement, dated June 30, 2014, by and between Tripwire, Inc. and Xxxxxx Inc. (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 9.01, the Confidentiality Agreement will survive the termination of this Agreement for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of period set forth in the Confidentiality Agreement.

Access to Books and Records. During the Pre-Closing Period, the Company will provide Parent and its authorized representatives (“Parent’s Representatives”) with access during normal business hours and upon reasonable notice to the offices, properties, books and records, officers and, as expressly approved by the Designated Contacts, such other personnel of the Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (a) The such access does not unreasonably interfere with the normal operations of the Company shall, and shall cause it Subsidiaries and its and their respective representativesSubsidiaries, from (b) such access occurs in such a manner as the date hereof Company reasonably determines to be appropriate to protect the earlier confidentiality of the Closing Date and the valid termination of transactions contemplated by this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (iic) furnish all requests for such access will be directed to Purchaser and its representatives Xxxxxx Xxxxx, Xx. and/or Xxxx XxXxxxxx or such other information Person as Purchaser the Company or the Representative may designate in writing from time to time reasonably request regarding (the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) “Designated Contacts”). Notwithstanding anything to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; providedcontrary in this Agreement, that neither the Company shall not be required to, and shall not nor its Subsidiaries will be required to cause its Subsidiaries disclose any information to Parent or its or their representatives to, make available personnel files until after the Closing Date. Any Parent’s Representatives if such access shall disclosure would be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) reasonably likely to (and shall not be required x) jeopardize any attorney client or other legal privilege (subject to cause its Subsidiaries and its and their representatives tothe common interest doctrine) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (wy) contravene any applicable Law, (x) relate to any litigation fiduciary duty or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information binding agreement entered into prior to the extent doing so would date hereof. The Company does not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect make any representation or warranty as to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a6.02, and Parent may not rely on the accuracy of any such information, in each case other than as expressly set forth in the Company’s representations and warranties contained in Article IV. Other than the Designated Contacts, Parent is not authorized to and will not (and will cause Parent’s Representatives not to) for contact (i) any purpose unrelated to furthering the consummation officer, director, employee of the Sale Company or planning for any of its Subsidiaries prior to the operations Effective Time or (ii) any customer, supplier, lessor, lender or other material business relation of the Transferred Entities after the Closing, and all such information shall be subject Company or any of its Subsidiaries prior to the Effective Time regarding matters related to the Company, its Subsidiaries or the transactions contemplated by this Agreement, in each case without the prior written consent of the Company. The information provided pursuant to this Section 6.02 will be governed by all the terms and conditions of the Mutual Confidentiality Agreement, dated July 21, 2014, by and between the Company and Parent (the “Confidentiality Agreement”). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 9.01, the Confidentiality Agreement will survive the termination of this Agreement for a period of two (2) years following the date of such termination (and, notwithstanding anything contained in this Agreement or the Confidentiality Agreement to the contrary, the Confidentiality Agreement term will be automatically amended to be extended for such two (2) year period).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to the earlier of until the Closing Date and Date, the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Company shall provide the Purchaser and its representativesSubsidiaries and any of their respective designated officers, subject to applicable Lawdirectors, managers, principals, attorneys, accountants, consultants, investment bankers, financial advisors, Financing Sources, agents and employees (in each case, as applicable, “Representatives”) with reasonable access during normal business hours and upon reasonable written notice to the offices, properties, personnel, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries and to such other information relating to the business of the Company and its Subsidiaries as the Purchaser may from time to time reasonably request regarding (it being understood and agreed that each Purchaser’s Representative shall be deemed a “Representative” under the businessConfidentiality Agreement); provided that, properties and personnel notwithstanding the foregoing, (a) such access does not unreasonably interfere with the normal operations of the Transferred EntitiesCompany or its Subsidiaries, and (b) nothing herein shall require the Company to provide access to, or to disclose any information to, the Purchaser or any of the Purchaser’s Representatives if such access or disclosure would reasonably be expected to (i) waive any legal privilege or (ii) be in violation of applicable Law (including the HSR Act) or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that, in each the case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall use its commercially reasonable efforts to provide such access or make such disclosure (or as much of it as possible) in a manner that does not be required have such consequences). The Purchaser acknowledges that Purchaser is and remains bound by the Confidentiality Agreement, between Fortress Investment Group LLC and the Company, dated as of April 21, 2017 (the “Confidentiality Agreement”). All requests for information made pursuant to this Section 5.1(a) 7.02 shall be directed to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Person designated by the Company reasonably determines in good faith would (w) contravene any applicable Lawa written notice given to the Purchaser. Prior to the Closing, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) 7.02 may be used by the Purchaser and its Affiliates and their respective Representatives solely for any the purpose unrelated to furthering of effecting the consummation transactions contemplated by this Agreement, and will otherwise be governed by all the terms and conditions of the Sale or planning for the operations of the Transferred Entities after the ClosingConfidentiality Agreement, and (y) all such information relating to the Purchaser or its Affiliates received by the Company, the Sellers or the Representative or their respective Affiliates or Representatives shall be subject to the terms of disclosure, use and other restrictions set forth in the Confidentiality AgreementAgreement with respect to such information as if such restrictions applied to such Persons. From and after the Closing, the Sellers shall, and shall cause their applicable Affiliates and its and their Representatives to, keep confidential and not use for their benefit or for the benefit of any other Person, any and all non-public information relating to the Purchaser and its Affiliates (including the Company and its Subsidiaries), and the Sellers shall provide or cause to be provided access to books, records and employees (including such information as is necessary or advisable for the preparation by the Purchaser of any filing under the Securities Act or periodic reports under the Exchange Act), and retain or cause to be retained, books and records, in each case as to such access and retention relating to the Company and its Subsidiaries in respect of periods prior to the Closing Date.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 6.04, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such , the Company will provide Parent and its authorized Representatives reasonably acceptable to the Company (the “Parent’s Representatives”) with reasonable access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, and upon reasonable prior written notice notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Group Companies in accordance order for Parent to have the opportunity to make such investigation as it will reasonably desire in connection with the reasonable procedures established by consummation of the Company. Purchaser transactions contemplated hereby; provided, however, that in exercising access rights under this Section 5.02, Parent and its representatives shall conduct any such activities in such a manner so as the Parent’s Representatives will not be permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities or otherwise cause business of any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal dutiesGroup Company. Notwithstanding anything contained herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or examination will be permitted to the extent that it would require any Group Company to disclose information subject to Purchaser attorney-client privilege or attorney work-product privilege, conflict with any of its representatives that third-party confidentiality obligations to which any Seller Group Company is bound, or the Company reasonably determines in good faith would (w) contravene violate any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information . Notwithstanding anything contained herein to the extent doing so would not contravene such applicable Lawcontrary, cause such disclosure, jeopardize such privilege with respect to such information, no access or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained examination provided pursuant to this Section 5.1(a5.02 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 8.01(a). Parent will indemnify and hold harmless the Group Companies from and against any Losses that may be incurred by any of them to the extent arising out of or related to the bad faith or gross negligence of Parent or the Parent’s Representatives in the use, storage or handling by Parent or the Parent’s Representatives of (i) for any purpose unrelated personally identifiable information relating to furthering employees or customers of any Group Company and (ii) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which Parent or the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject Parent’s Representatives are afforded access pursuant to the terms of this Agreement. Parent acknowledges and agrees that, notwithstanding anything to the contrary contained therein, the Confidentiality Agreement between Parent and the Company, dated September 17, 2016 (the “Confidentiality Agreement”), will not terminate unless the Closing occurs, and Parent is and will continue to be bound by the Confidentiality Agreement in accordance with its terms.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of date that this Agreement pursuant to Section 7.1is terminated in accordance with its terms, to (i) afford to the Company and its Subsidiaries shall provide Purchaser and its representatives, subject to applicable Law, authorized representatives (“Purchaser’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries; provided, that (a) such access shall not unreasonably interfere with the conduct of the business of the Company and its Subsidiaries; (b) such access shall occur in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement; (c) all requests for access shall be directed to Seller or such other information Person as Purchaser the Company may designate in writing from time to time reasonably request regarding (the business, properties and personnel “Designated Contact”); (d) Purchaser shall not be permitted to conduct any invasive or intrusive surface or subsurface sampling or testing (commonly known as a Phase II) at any of the Transferred EntitiesCompany or its Subsidiaries’ properties or facilities without Seller’s prior written consent; and (e) nothing herein shall require the Company and its Subsidiaries to provide access to, in each case of clauses or to disclose any information to, Purchaser if such access or disclosure would be reasonably likely to (i) and waive any legal privilege or (ii) be in violation of applicable Law or the provisions of any agreement entered into prior to the extent necessary for date of this Agreement and to which any Company is a party. Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, acknowledges that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established it remains bound by the Company. Purchaser Confidentiality Agreement dated February 22, 2021 (the “Confidentiality Agreement”) and its representatives shall conduct any such activities in such that all information it obtains as a manner so as not to interfere unreasonably with the business or operations result of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of access under this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information 7.02 shall be subject to the terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1Article VIII (the “Pre-Closing Period”), and subject to the requirements of any Law, the Company shall (ia) afford to Purchaser provide the Buyer and its representativesauthorized Representatives, subject to applicable Lawupon reasonable notice, with reasonable access during normal business hours to the offices, properties, personnel, books and records of the Transferred Entities Company and (ii) furnish shall instruct its Representatives to Purchaser cooperate with the Buyer’s Representatives as reasonably necessary in order for the Buyer to have the opportunity to make such investigation as it shall reasonably desire to make of the Business, affairs and its representatives such other information as Purchaser may from time properties of the Company, including providing access to time reasonably request regarding the businessbooks, properties records, equipment and personnel of used by the Transferred Entities, Seller or the Company (or their respective Affiliates) in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closingconnection with [***]; provided, however, that the Company shall not be required to, activities of the Buyer and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access Representatives shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and conducted in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations operation of the Transferred Entities business of the Company; and (b) furnish to the Buyer and its Representatives such additional information as the Buyer and its Representatives may reasonably request from time to time; provided, however, that the reasonableness of such access and requests under clause (a) or otherwise cause (b) shall be determined by taking into account, among other considerations, any unreasonable interference with the prompt and timely discharge other prior access or review by the employees of Buyer or its Representatives to the Transferred Entities of their normal dutiessame or substantially similar information or documents in such offices, properties, personnel, books and records. Notwithstanding the foregoing provisions of Nothing contained in this Section 5.1(a), 5.2 shall obligate the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or Affiliates to, in the Company reasonably determines in good faith would (w) contravene any applicable LawCompany’s discretion, (xi) relate breach any duty of confidentiality owed to any litigation Person (whether such duty arises contractually, statutorily or similar dispute between the Partiesotherwise), Law or any Contract with any other Person, (yii) jeopardize an waive any privileges, including the attorney/-client privilege, (iii) share any information which constitutes trade secrets or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such other competitively sensitive information, or violate such Contract, as applicable. Purchaser shall not(iv) cause significant competitive harm to the Company or their businesses if the transactions contemplated hereby are not consummated; provided that the Company shall, and shall cause its representatives not Affiliates to, use their respective commercially reasonable efforts to provide such access and information in a manner that would not breach any such duty of confidentiality, result in sharing such competitively sensitive information obtained or causing such competitive harm. Prior to the Closing, when accessing any offices, facilities or properties of the Company, the Buyer shall, and shall cause its Affiliates and Representatives to, comply with all safety and security requirements for such office, facility or property as communicated to them. All requests for information made pursuant to this Section 5.1(a) for 5.2 shall be directed to Kxxxx Xxxxx or such other Person or Persons as may be designated by the Company, and the Buyer shall not directly or indirectly contact any purpose unrelated to furthering the consummation officer, director, employee, agent or Representative of any of the Sale Seller, the Company or planning for any of their respective Affiliates without the operations prior approval of such designated Person(s). If so reasonably requested by the Transferred Entities after Seller or the ClosingCompany, the Buyer shall, and all such shall cause its Affiliates (as applicable) to, enter into a customary joint defense agreement with the Seller, the Company or their Affiliates with respect to any information shall to be subject provided to the terms of the Confidentiality AgreementBuyer pursuant to this Section 5.2.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 6.06, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant and the Closing Date, the Company shall provide the Parent and its authorized representatives reasonably acceptable to Section 7.1the Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to (i) afford to Purchaser the offices, properties, personnel, and its representatives, subject to applicable Law, reasonable access to the all financial books and records of the Transferred Entities and (ii) furnish Group Companies in order for the Parent to Purchaser and its representatives have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding desire in connection with the business, properties and personnel consummation of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closingtransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Company Parent and the Parent’s Representatives shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities business of any Group Company and (b) the Company may reasonably elect to limit, or otherwise cause any unreasonable interference with the prompt and timely discharge Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the employees of Parent (which Persons must be reasonably acceptable to the Transferred Entities of their normal dutiesCompany). Notwithstanding anything herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to Purchaser attorney-client privilege or attorney work-product privilege, conflict with any of its representatives that third party confidentiality obligations to which any Seller Group Company is bound, or the Company reasonably determines in good faith would (w) contravene violate any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information . Notwithstanding anything contained herein to the extent doing so would not contravene such applicable Lawcontrary, cause such disclosure, jeopardize such privilege with respect to such information, no access or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained examination provided pursuant to this Section 5.1(a) for 5.02 shall qualify or limit any purpose unrelated representation or warranty set forth herein or the conditions to furthering Closing set forth in Section 7.01(a). The Parent shall indemnify and hold harmless the consummation Group Companies from and against any losses that may be incurred by any of the Sale them arising out of or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject related to the terms Parent’s use, storage or handling of any personally identifiable information relating to employees, patients, providers or customers of any Group Company. The Parent acknowledges that the Parent Guarantor is and remains bound by the Confidentiality Agreement between the Parent Guarantor and the Company dated February 3, 2016 (the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof until the Closing Date, the Company will provide Parent and its authorized representatives ("Parent's Representatives") with access during normal business hours and upon reasonable notice to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1offices, to (i) afford to Purchaser and its representativesproperties, subject to applicable Lawofficers, reasonable access to the books and records of the Transferred Entities Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company and its Subsidiaries; provided that (a) such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, (b) such access occurs in such a manner as the Company reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and (iic) furnish all requests for such access will be directed to Purchaser and its representatives Xxxxx Xxxxxx or such other information Person as Purchaser the Company or the Representative may designate in writing from time to time (the "Designated Contacts"). Notwithstanding anything to the contrary in this Agreement, neither the Company nor its Subsidiaries will be required to disclose any information to Parent or Parent's Representatives if such disclosure would be reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses likely to (i) and jeopardize any attorney client or other legal privilege, (ii) contravene any applicable Law, fiduciary duty or binding agreement entered into prior to the extent necessary for Purchaser date hereof or (iii) cause significant competitive harm to prepare for the Closing and/or planning for Company or its Subsidiaries if the operations of the Transferred Entities after the Closingtransactions contemplated by this Agreement are not consummated; provided, that the Company and its Subsidiaries shall take commercially reasonable measures to permit the compliance with this Section 6.02 in a manner that avoids any such harm or consequence set forth in the foregoing clauses (i), (ii) or (iii). The Company does not be required tomake any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and shall Parent may not be required to cause its Subsidiaries or its or their representatives torely on the accuracy of any such information, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by each case other than as expressly set forth in the Company's representations and warranties contained in Article IV. Purchaser Other than the Designated Contacts, Parent is not authorized to and its representatives shall conduct will not (and will cause Parent's Representatives not to) contact any such activities in such a manner so as not to interfere unreasonably with the officer, director, employee, customer, supplier, lessor, lender or other material business or operations relation of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller Subsidiaries prior to the Effective Time without the prior written consent of the Company or the Company reasonably determines in good faith would (w) contravene any applicable LawRepresentative; provided that, (x) such Person is not a customer, supplier, lessor, lender, representative or other material business relation of Parent and such contact does not reference or otherwise relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except transactions contemplated hereby and is in the case ordinary course of clause (x)Parent's business, the Company shall give written notice to Purchaser of the fact that such documents and consistent with past practice. The information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for any purpose unrelated to furthering 6.02 will be governed by all the consummation terms and conditions of the Sale or planning Mutual Non-Disclosure Agreement, dated June 10, 2019, by and between Parent and the Company (the "Confidentiality Agreement"). Parent acknowledges that it remains bound by the Confidentiality Agreement. Additionally, if this Agreement is terminated pursuant to Section 8.01, the Confidentiality Agreement will survive the termination of this Agreement for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of period set forth in the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof to of this Agreement until the Closing or the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.17.01 hereof, to (i) afford to Purchaser the Company will provide Parent and its representatives, subject to applicable Law, authorized representatives (“Parent’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries (other than books and records relating to the negotiation of this Agreement and the process leading to the execution of this Agreement) to the extent relating to the transition of the Company’s business to Parent; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access will be directed to Xxxxxxx Xxxxxxxx or Xxxxxxx Xxxxxxxxxx at the Company or such other information Person as Purchaser the Company may designate in writing from time to time time. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to disclose any information to Parent if such disclosure would be reasonably request regarding likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Laws, fiduciary duty or binding agreement entered into prior to the business, properties and personnel date hereof. None of the Transferred EntitiesCompany, Representative nor any of their respective Affiliates or Shareholders make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.02, and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and other than as expressly set forth in accordance with the reasonable procedures established by the Company’s representations and warranties contained in Article 3. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose The information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning 5.02 will be used solely for the operations purpose of effecting the Transferred Entities after the Closingtransactions contemplated hereby, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement, dated November 1, 2011, between Parent and the Company (the “Confidentiality Agreement”).

Access to Books and Records. (a) The From the date hereof until the earlier of the Closing or termination of this Agreement in accordance with its terms, the Company shall, and shall cause it each of its Subsidiaries to, provide Buyer, Merger Sub, or their respective Affiliates and Advisors with reasonable access, during normal business hours and upon reasonable advanced notice, to the facilities, assets, properties, financial information, senior management-level employees, books and records, contracts and documents of or regarding the Company and its and their respective representatives, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information Subsidiaries as Purchaser may reasonably requested from time to time reasonably request regarding time; provided that (a) such access does not unreasonably interfere with the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the normal operations of the Transferred Entities after the Closing; providedCompany or any of its Subsidiaries, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any (b) such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the business or operations confidentiality of the Transferred Entities or otherwise cause any unreasonable interference with the prompt transactions contemplated by this Agreement, and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), (c) nothing herein shall require the Company shall not be required by this Section 5.1(a) to (and shall not be required provide access to, or to cause its Subsidiaries and its and their representatives disclose any information to) grant access or disclose information to Purchaser , Buyer or any of its representatives that any Seller if such access or the Company reasonably determines in good faith disclosure would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an the attorney/-client privilege or attorney work product privilege other legal immunity or protection from disclosure of Buyer, the Surviving Corporation or their Subsidiaries, or (z) violate an existing Contract; provided, that, except in the case contravene any Law or other contractual obligation of clause (x), the confidentiality. The Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information does not make any representation or warranty as to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such accuracy of any information, or violate such Contractif any, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for 5.02, and Buyer and Merger Sub may not rely on the accuracy of any purpose unrelated to furthering such information, in each case, other than the consummation representations and warranties of the Sale Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or planning remedies available hereunder to Buyer, Merger Sub, or the Buyer Group in any manner. The information provided pursuant to this Section 5.02 will be used solely for the operations purpose of effecting the Transactions, and will be governed by all the terms and conditions of the Transferred Entities after Confidentiality Agreement. Notwithstanding anything to the Closingcontrary set forth in this Agreement or in the Confidentiality Agreement, Buyer, its Subsidiaries and all such their respective Representatives may disclose information shall be of the Company and its Subsidiaries to the Financing Sources and the Financing Source Related Parties without any further consent of the Company or its Affiliates subject to the confidentiality and use terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof of this Agreement to the earlier of the Closing Date and the valid termination of this Agreement pursuant in accordance with its terms, Holdco shall cause each Acquired Company to Section 7.1, to (i) afford to provide the Purchaser and its representatives, subject to applicable Law, authorized representatives with access during normal business hours and upon reasonable access notice to the properties, officers, employees, Representatives, books and records of the Transferred Entities Acquired Companies as may be reasonably requested by the Purchaser to familiarize itself with the business, properties, personnel and affairs of the Acquired Companies and to perform its obligations and exercise its rights under this Agreement; provided that (iia) furnish such access does not unreasonably interfere with the normal operations of any Acquired Company, (b) all requests for such access shall be directed to Purchaser and its representatives the chief executive officer or chief financial officer of Syntron Material Handling, LLC or such other information Person(s) as Purchaser the chief executive officer or chief financial officer may designate in writing from time to time reasonably request regarding (collectively, the business“Designated Contacts”), properties and personnel of the Transferred Entities, in each case of clauses (i) and (iic) nothing herein shall require any Acquired Company to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required provide access to, and shall not be required or to cause its Subsidiaries or its or their representatives disclose any information to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller if such access or the Company reasonably determines in good faith disclosure would (wi) contravene waive any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product legal privilege or (zii) violate an existing Contractbe in violation of applicable Laws or regulations of any Governmental Authority (including the HSR Act and all other applicable antitrust Laws) or the provisions of any agreement to which any Acquired Company is a party; provided, thatfurther, except that the Acquired Companies shall use commercially reasonable efforts to provide such information in a manner that does not forfeit such privilege or violate any such Law or term. Other than the Designated Contacts or as expressly provided in the case of clause (x)preceding sentence, the Company Purchaser is not authorized to and shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any non-executive employee, use customer, supplier, distributor, lessee, lessor, lender or other material business relation of any information obtained pursuant Acquired Company prior to the Closing regarding this Section 5.1(a) for any purpose unrelated to furthering Agreement or the consummation transactions contemplated hereby without the prior written consent of the Sale Acquired Companies (which shall not be unreasonably withheld, delayed or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreementconditioned).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 6.4, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such , the Company will provide Parent and its authorized Representatives reasonably acceptable to the Company (the “Parent’s Representatives”) with reasonable access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, and upon reasonable prior written notice notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Group Companies in accordance order for Parent to have the opportunity to make such investigation as it will reasonably desire in connection with the reasonable procedures established by consummation of the Company. Purchaser transactions contemplated hereby; provided, however, that in exercising access rights under this Section 5.2, Parent and its representatives shall conduct any such activities in such a manner so as the Parent’s Representatives will not be permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities or otherwise cause business of any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal dutiesGroup Company. Notwithstanding anything contained herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information examination will be permitted to the extent doing so that it would not contravene such applicable Lawrequire any Group Company to disclose information subject to attorney-client privilege or attorney work-product privilege, cause such disclosure, jeopardize such privilege conflict with respect any third-party confidentiality obligations to such informationwhich any Group Company is bound, or violate such Contractany Applicable Law. Notwithstanding anything contained herein to the contrary, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained no access or examination provided pursuant to this Section 5.1(a5.2 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 8.3(a). Parent will indemnify and hold harmless the Group Companies from and against any Losses that may be incurred by any of them to the extent arising out of or related to the bad faith or gross negligence of Parent or the Parent’s Representatives in the use, storage or handling by Parent or the Parent’s Representatives of (i) for any purpose unrelated personally identifiable information relating to furthering employees or customers of any Group Company and (ii) any other information that is protected by Applicable Law (including privacy Laws) or Contract and to which Parent or the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject Parent’s Representatives are afforded access pursuant to the terms of this Agreement. Parent acknowledges and agrees that, notwithstanding anything to the contrary contained therein, the Confidentiality Agreement, will not terminate unless the Closing occurs, and Parent is and will continue to be bound by the Confidentiality Agreement in accordance with its terms.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof to of this Agreement until the Closing or the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.17.01 hereof, to (i) afford to Purchaser the Company shall provide Parent and its representatives, subject to applicable Law, advisors and prospective lenders and each of their respective representatives (“Parent’s Representatives”) with access during normal business hours and upon reasonable access notice to the offices, employees, properties, books and records of the Transferred Entities Company as it reasonably requests, and (ii) furnish the Company shall use reasonable efforts to Purchaser cause its employees and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties cooperate with Parent and personnel of the Transferred Entities, Parent’s Representatives in each case of clauses (i) and (ii) connection with Parent’s access to the extent necessary for Purchaser to prepare for foregoing; provided that such access does not unreasonably interfere with the Closing and/or planning for the normal operations of the Transferred Entities after the ClosingCompany; provided, provided further that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any all requests for such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and directed to the Company CFO or such other Person as the Company may designate in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not writing from time to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal dutiestime. Notwithstanding anything to the foregoing provisions of contrary in this Section 5.1(a)Agreement, the Company shall not be required by this Section 5.1(a) to disclose any information to Parent if such disclosure would be reasonably likely to (and y) jeopardize any attorney-client or other legal privilege or (z) contravene any applicable Laws, fiduciary duty, agreement or confidentiality obligations binding upon the Company prior to the date hereof; provided that the Company shall request, but shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or obtain, a waiver of any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contractsuch confidentiality obligations upon Parent’s reasonable request; provided, thatfurther, except in the case of clause (x), that the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of will disclose any such information to Parent if Parent agrees to be bound by the extent doing so would terms of any confidentiality agreement applicable to the Company. The Company does not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect make any representation or warranty as to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a) for any purpose unrelated 5.02, other than as expressly set forth in the Company’s representations and warranties contained in Article 3. Prior to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, the information provided pursuant to this Section 5.02 will be used solely for purposes relating to the transactions contemplated hereby and all such information Parent’s rights hereunder, and shall be subject to governed by all the terms and conditions of the Confidentiality Agreement, dated January 22, 2008, between Tornier Inc. and the Company (the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company shallWithout limiting Section 5.4, and shall cause it Subsidiaries and its and their respective representatives, during the period from the date hereof of this Agreement to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1in accordance with its terms, to (i) afford to Seller and the Company shall provide Purchaser and its representativesauthorized Representatives with reasonable access, subject to applicable Lawduring normal business hours and upon reasonable advance notice, reasonable access to the executive officers, properties, books and records of Seller and the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) Company solely to the extent necessary relating to the Business, the Transferred Assets or the Transferred Liabilities as may be reasonably requested by Purchaser solely for Purchaser to prepare for purposes in furtherance of the Closing and/or planning for transactions contemplated by the Transaction Documents; provided that (a) such access does not interfere with the normal operations of the Transferred Entities after the Closing; provided, that Seller or the Company and (b) such access shall not occur in such a manner as Seller reasonably determines to be required toappropriate to prevent the waiver or loss of any attorney-client privilege or work-product protection of Seller or the Company or any of their respective Affiliates, and shall not be required the violation of any applicable Law or the breach of any duty of confidentiality owed to cause its Subsidiaries any Person (whether arising under any Contract or its under any applicable Law or their representatives to, make available personnel files until after the Closing Dateotherwise). Any All requests for such access shall be at Purchaser’s sole cost directed to Xxx Xxxxx and expenseXxxx Xxxxxxx or such other Person(s) as such Persons may designate in writing to Purchaser (collectively, the “Designated Contacts”). Purchaser shall comply with, and occur during normal business hoursshall cause its Affiliates and Representatives to comply with, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities all of their normal duties. Notwithstanding obligations under the foregoing provisions of Confidentiality Agreement with respect to any information disclosed pursuant to this Section 5.1(a)5.2, which Confidentiality Agreement will remain in full force and effect with respect to such information until the Closing. Nothing in this Section 5.2 shall require any of Seller or the Company shall not be required by this Section 5.1(a) or any of their respective Affiliates to (and shall not be required provide access to, or to cause its Subsidiaries and its and their representatives disclose any information to) grant access or disclose information to , Purchaser or any of its representatives that any if such access or disclosure (i) would reasonably be expected to cause competitive harm to Seller or the Company if the transactions contemplated by this Agreement were not consummated, (ii) would be reasonably determines likely to, result in good faith the waiver or other loss of any legal privilege or protection, (iii) would result in a breach of any duty (wwhether arising in Contract, under applicable Law or otherwise) contravene of confidentiality owed to any Person or (iv) would be reasonably likely to, result in the violation of any applicable Law, Law (xincluding Laws relating to antitrust or competition matters) relate or any Contract to any litigation which Seller or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser is party or which is binding on the respective assets of Seller or the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementCompany.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 8.05, from the date hereof until the Closing Date, the Company shall provide Parent and its authorized representatives (the “Parent’s Representative”) with reasonable access during normal business hours and upon reasonable notice to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1offices, to (i) afford to Purchaser and its representativesproperties, subject to applicable Lawsenior personnel, reasonable access to the books and records of the Transferred Entities Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries. Parent shall indemnify and hold harmless the Company and its Subsidiaries from and against any losses that may be incurred by any of them arising out of or related to the use, storage or handling of (i) any personally identifiable information relating to employees or customers of the Company or any of its Subsidiaries and (ii) furnish to Purchaser and its representatives such any other information as Purchaser may from time that is protected by applicable Law (including privacy Laws) or contract and to time reasonably request regarding which Parent or Parent’s Representative is afforded access pursuant to the businessterms of this Agreement. Notwithstanding anything herein to the contrary, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) no such access or examination shall be permitted to the extent necessary for Purchaser that it would require the Company or any of its Subsidiaries to prepare for disclose information subject to attorney-client privilege or conflict with any third party confidentiality obligations to which the Closing and/or planning for the operations Company or any of the Transferred Entities after the Closing; its Subsidiaries is bound, provided, that the Company shall not be required to, and shall not be required uses its commercially reasonable efforts to cause its Subsidiaries or its or their representatives to, make available personnel files until after alternative arrangements to provide the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant requested access or disclose information to Purchaser or any of its representatives examination. Parent acknowledges that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents Parent is and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of remains bound by the Confidentiality Agreement, between Parent and Stockholder dated December 18, 2012 (the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company shall, and shall cause it each of its Subsidiaries and its to, provide Buyer, Merger Sub, and their respective representativesAffiliates and Advisors with reasonable access, from the date hereof during normal business hours and upon reasonable advance notice, to the earlier of the Closing Date facilities, assets, properties, financial information, senior leadership team, and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of or regarding the Transferred Entities and (ii) furnish to Purchaser Company and its representatives such other information Subsidiaries as Purchaser may reasonably requested from time to time reasonably request regarding time; provided that (a) such access does not unreasonably interfere with the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the normal operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause or any of its Subsidiaries or its involve any environmental sampling or their representatives totesting or invasive or subsurface investigations, make available personnel files until after the Closing Date. Any (b) such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the business or operations confidentiality of the Transferred Entities or otherwise cause any unreasonable interference with the prompt Transactions, and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), (c) nothing herein shall require the Company shall not be required by this Section 5.1(a) to (and shall not be required provide access to, or to cause its Subsidiaries and its and their representatives disclose any information to) grant access or disclose information to Purchaser , Buyer or any of its representatives that any Seller if such access or the Company reasonably determines in good faith would (w) contravene any applicable Law, disclosure (x) relate would cause material competitive harm to the Company or any litigation or similar dispute between of its Subsidiaries if the PartiesTransactions are not consummated, (y) jeopardize an attorney/client or attorney work product would waive any legal privilege or (z) would be in violation of applicable Laws or the provisions of any agreement to which the Company or any of its Subsidiaries is a party (provided that the Company and its Subsidiaries shall use their commercially reasonable efforts to work in good faith with Buyer to determine a manner of providing such information or access in a manner that would not violate an existing Contract; providedsuch Law or contract). In addition, that, except to the extent reasonably requested by Buyer in connection with preparing its financial statements for the case of clause (x)period in which Closing occurs, the Company and its Subsidiaries shall give written notice provide, at the cost and expense of Buyer, such additional information, data or support as is reasonably requested by Buyer, subject in each case to Purchaser of provisos (a), (b) and (c) set forth in the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information immediately preceding sentence. The Company does not make any representation or warranty as to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such accuracy of any information, or violate such Contractif any, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for 5.02, and Buyer and Merger Sub may not rely on the accuracy of any purpose unrelated to furthering such information, in each case, other than the consummation representations and warranties of the Sale Company expressly and specifically set forth in Article III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or planning remedies available hereunder to Buyer, Merger Sub, or the Buyer Group in any manner. The information provided pursuant to this Section 5.02 will be used solely for the operations purpose of effecting the Transferred Entities after the ClosingTransactions, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, From and shall cause it Subsidiaries and its and their respective representatives, from after the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representativesClosing, subject to applicable Law, reasonable access to the books Buyer shall, and records shall cause each of the Transferred Entities Companies and their Subsidiaries solely for purposes of (i) the enforcement of rights by such Party under this Agreement (including, among other things, any insurance claims by, Proceedings or Tax audits against or governmental investigations of the Seller or the Buyer or any of their Affiliates, any evaluation of any claim for indemnification hereunder or in order to enable the Sellers or the Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby or thereby), (ii) furnish the preparation of any Tax Return or the examination by any Taxing Authority or other action relating to Purchaser any Tax Return of such Party, or (iii) the preparation of financial reports to, provide the Seller and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses Representatives with reasonable access (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations purpose of the Transferred Entities after the Closing; providedexamining and copying), that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice to the Books and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations Records of each of the Transferred Entities or otherwise cause any unreasonable interference Companies with respect to periods prior to the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing ContractClosing Date; provided, that, except in all such access does not unreasonably interfere with the case of clause (x), the Company shall give written notice to Purchaser operation of the fact that such documents Companies’ or their Subsidiaries’ respective business and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms Companies’ and their respective Subsidiaries’ reasonable security measures and insurance requirements. Notwithstanding the foregoing, any Party may destroy or otherwise dispose of any Books and Records of the Confidentiality AgreementCompanies, or any portions thereof, relating to periods prior to the Closing Date at any time in their sole and absolute discretion; provided, that prior to such destruction, such Party shall first give reasonable prior written notice to the other Party and if the other Party so requests within forty-five (45) days after receipt of such notice, to take possession of such Books and Records or such portions thereof. Notwithstanding any provision of this Section 7.03 to the contrary, no such access shall be permitted or provision of documentation shall be required to the extent that it would require any Party to disclose information subject to attorney-client privilege, violate any Law, or conflict with any confidentiality obligations to which any of the Companies or any of their respective Subsidiaries is bound; provided, the Companies shall use commercially reasonable efforts to provide such information in a manner that does not violate any such Law, confidentiality obligations or privilege.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof to of this Agreement until the Closing or the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.17.01 hereof, to (i) afford to Purchaser the Company will provide Parent and its representatives, subject to applicable Law, authorized representatives (“Parent’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries (other than books and records relating to the negotiation of this Agreement and the process leading to the execution of this Agreement) to the extent relating to the transition of the Company’s business to Parent and the consummation of the Merger and the other transactions contemplated hereby, including any Financing; provided that such access does not unreasonably interfere with the normal operations of the Company; provided, further that all requests for such access will be directed to Xxxx Xxxx at the Company or such other information Person as Purchaser the Company may designate in writing from time to time time. Notwithstanding anything to the contrary in this Agreement, the Company will not be required to disclose any information to Parent if such disclosure would be reasonably request regarding the business, properties and personnel likely to (a) jeopardize any attorney-client or other legal privilege or (b) contravene any applicable Laws. None of the Transferred EntitiesCompany, Representative or the Holders make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 5.02 and Section 8.12, and neither Parent nor Merger Sub may rely on the accuracy of any such information, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and other than as expressly set forth in accordance with the reasonable procedures established by the Company’s representations and warranties contained in Article 3. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose The information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning 5.02 will be used solely for the operations of the Transferred Entities after the Closing, purposes set forth above and such use will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement, dated May 12, 2011, by and between Parent and the Company (the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof until the Closing Date, upon reasonable notice, the Company shall provide Buyer and its authorized representatives (“Buyer’s Representatives”) with access as reasonably requested by Buyer to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1offices, to (i) afford to Purchaser and its representativespersonnel, subject to applicable Lawadvisors, reasonable access to the properties, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries to the extent relating to the transition of the Company’s business to Buyer; provided that such access does not unreasonably interfere with the normal operations of the Company; provided further that all requests for such access shall be directed to Xxxxxxx Stocks at Xxxxxxxxx & Company, Inc. or such other information Person as Purchaser the Company may designate in writing from time to time time. To the extent the Company reasonably request regarding believes in good faith that disclosure of information to Buyer otherwise required by this Agreement would result in the business, properties and personnel loss of the Transferred Entitiesattorney client privilege, the Company shall inform Buyer that it is not disclosing information to Buyer based on such concern but the Company shall disclose all information related thereto that the Company can disclose without the loss of such privilege as advised by counsel. The Company shall promptly and, in any event, before Closing, enter into a joint defense agreement with Buyer to allow for disclosure of such privileged information, such agreement in form and substance mutually agreed upon by Buyer and the Company acting reasonably in good faith. Neither the Company nor Seller make any representation or warranty as to the accuracy of any information (if any) provided pursuant to this Section 6.02, and Buyer may not rely on the accuracy of any such information, in each case of clauses (i) other than as expressly set forth in Seller’s and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company’s representations and warranties contained in Article III and Article IV and as provided in Section 6.07. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose The information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning 6.02 will be used solely for the operations purpose of effecting the Transferred Entities after the Closingtransactions contemplated hereby, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement, dated May 13, 2008, by and between Seller and Code Xxxxxxxx & Xxxxxxx LLC (as amended, modified and supplemented from time to time, including, without limitation, all addendums, the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company From and after the Closing, the Purchaser shall, and shall cause it Subsidiaries and its the Company to, provide the Sellers, the Representative and their respective representativesagents with reasonable access, from the date hereof to the earlier of the Closing Date during normal business hours, and the valid termination of this Agreement pursuant to Section 7.1upon reasonable advance notice, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives such other information as Purchaser may from time Subsidiaries with respect to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) periods or occurrences prior to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; providedDate and reasonable access, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, and upon reasonable prior written notice advance notice, to employees, officers, advisors, accountants, offices and in accordance properties of the Company and its Subsidiaries; provided that (i) such access does not unreasonably interfere with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or normal operations of the Transferred Entities Company or otherwise cause any unreasonable interference with of its Subsidiaries and (ii) nothing herein shall require the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)Purchaser, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause or any of its Subsidiaries to provide access to, or to disclose any information to, the Sellers or their agents if such access or disclosure (x) requires the disclosure of any financial or proprietary information of or regarding the Purchaser or its Affiliates (excluding the Company and its and their representatives toSubsidiaries) grant access or otherwise disclose information regarding the Purchaser or its Affiliates (excluding the Company or its Subsidiaries) that the Purchaser reasonably deems to be commercially sensitive, (y) would waive any legal privilege or (z) would be in violation of applicable laws or regulations of any Governmental Body (including the HSR Act and Foreign Competition Laws) or the provisions of any written agreement to which the Purchaser or any of its representatives Affiliates is a party. Unless otherwise consented to in writing by the Representative, neither the Purchaser nor the Company shall, and shall not permit the Company’s Subsidiaries to, for a period of seven years following the Closing Date, destroy, alter or otherwise dispose of any of the books and records of the Company and its Subsidiaries for any period prior to the Closing Date without first offering to surrender to the Representative such books and records or any portion thereof that any Seller the Purchaser or the Company reasonably determines or any of its Subsidiaries may intend to destroy, alter or dispose of. Notwithstanding anything expressed or implied in good faith would this Agreement to the contrary, neither the Purchaser nor any of its Affiliates shall be required to (wI) contravene any applicable Law, (x) relate disclose to any litigation Person, any Tax information or similar dispute between Tax Return that does not relate directly or indirectly to the PartiesCompany, (y) jeopardize an attorney/client any of its Subsidiaries in existence as of Closing or attorney work product privilege any of the Blocker Corps or (zII) violate an existing Contract; providedprovide any information regarding the Company, that, except in the case any of clause (x), the Company shall give written notice to Purchaser its Subsidiaries or any of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate Blocker Corps in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such informationany format other than as then exists, or violate such Contractotherwise to manipulate or reconfigure any data regarding the Company’s, as applicable. Purchaser shall not, and shall cause any of its representatives not to, use Subsidiaries’ or any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale Blocker Corps’ business, assets, financial performance or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreementcondition or operations.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from After the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant until the Closing, and subject to Section 7.1the requirements of applicable Laws and applicable Pandemic Measures, Seller shall cause the Transferred Entities to (i) afford to Representatives of Purchaser and its representatives, subject to applicable Law, reasonable access to the personnel, books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding Business, under the business, properties and supervision of the personnel of Seller or its Subsidiaries, during normal business hours and in accordance with the Transferred Entitiesprocedures established by Seller, in each case case, as is reasonably requested in writing by Purchaser or its Representatives for purposes of clauses (i) and (ii) to integration planning following the extent necessary for Purchaser to prepare for consummation of the Closing and/or planning for the operations transactions contemplated by this Agreement; provided that none of Seller or the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available Transferred Entity Employee personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost ; provided, further, that Seller and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries make available medical records, workers compensation records, the results of any drug testing or other sensitive or personal information if doing so could result in a violation of applicable Law; provided, further, that any such access shall be subject to feasibility and permissibility under applicable Laws (including any Pandemic Measures). Purchaser shall indemnify and hold Seller and its and their representatives to) grant access Affiliates harmless against any Liabilities arising out of or disclose information relating to any transfer requested by or on behalf of Purchaser or its Affiliates of any such personnel files. Notwithstanding anything to the contrary contained in this Section 6.1(a), Sellers and the Transferred Entities may withhold any document (or portions thereof) or information (i) that is of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Lawa competitively sensitive nature, (xii) relate that is subject to any litigation the terms of a non-disclosure agreement or similar dispute between the Partiesundertaking with a third party, (yiii) jeopardize an that may constitute privileged attorney/-client communications or attorney work product privilege or (ziv) violate an existing Contractif the provision of access to such document (or portion thereof) or information, as determined by Seller or any Transferred Entity in good faith, could reasonably be expected to conflict with applicable Contracts or Laws; provided, that, except that (A) in the case of clause (xi), Seller and Purchaser shall use commercially reasonable efforts to identify and pursue a permissible method (such as a “clean room” arrangement) to permit Seller to share such competitively sensitive information and (B) in the Company case of clauses (ii) through (iv), Seller and Purchaser shall give written notice use commercially reasonable efforts to Purchaser identify and pursue a permissible method of the fact that providing such documents disclosure without violating such Contracts or Laws and information listed above are being withheld and thereafter the Parties shall cooperate without resulting in seeking to allow disclosure a loss of such attorney-client privileges or attorney work product protection. All information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained documents provided pursuant to this Section 5.1(a6.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall will be subject to the Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to abide by, and will cause its Representatives to continue to abide by, the terms of the such Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof to the earlier of the Closing Date and the valid date of termination of this Agreement pursuant to Section 7.110.1 or the Closing Date, to the Company shall (i) afford to give the Purchaser Parties and its representatives, subject to applicable Law, their respective authorized representatives reasonable access to the books all books, records, personnel, offices and records other facilities and properties of the Transferred Entities and Acquired Companies, (ii) permit the Purchaser Parties and their respective authorized representatives to make such copies and inspections thereof as the Purchaser Parties and such representatives may reasonably request, and (iii) cause the officers and employees of the Acquired Companies to (A) furnish to the Purchaser Parties and its their respective representatives with such financial and operating data and other information with respect to the business of the Acquired Companies as the Purchaser Parties and such representatives may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (iiB) to otherwise cooperate with the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the ClosingParties and their respective representatives in their investigation; provided, that the Company shall not be required toany such access, copies and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access inspections shall be at Purchaser’s sole cost and the Purchaser Parties’ expense, at a reasonable time, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as to maintain the confidentiality of this Agreement and the Transactions and not to interfere unreasonably with the business or operations normal operation of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees business of the Transferred Entities of their normal dutiesAcquired Companies. Notwithstanding the foregoing provisions foregoing, Purchaser and its Affiliates, directly or indirectly through their respective representatives, shall not contact customers, suppliers, employees or other stakeholders or business partners (other than the Sellers’ Representative in its capacity as such) of this Section 5.1(a), the Acquired Companies without the express written consent of the Company (which consent shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries unreasonably withheld, conditioned or delayed); provided, that Purchaser and its and their representatives to) grant access Affiliates, to the extent they have independent relations with any such third parties as of the date hereof, may continue to have contact with such third parties in the normal course of business consistent with past practice. Nothing herein shall require Sellers or the Acquired Companies to disclose any information to Purchaser or any if such disclosure would, based on the advice of its representatives that any Seller the Sellers’ or the Company reasonably determines in good faith would (w) contravene any applicable LawCompany’s legal counsel, (x) relate to jeopardize any litigation attorney-client or similar dispute between the Partiesother legal privilege, (y) jeopardize an attorney/client contravene any Applicable Law, fiduciary duty or attorney work product privilege binding agreement entered into prior to the date of this Agreement (including any confidentiality agreement to which Sellers, the Acquired Companies or any of their respective Affiliates are a party) or (z) violate an existing Contract; provided, that, except in the case contravene any obligation of clause (x), the Company shall give written notice secrecy or confidentiality to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementGovernmental Entity.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1Article VI (the “Pre-Closing Period”), to (i) afford to Purchaser and its representatives, subject to applicable the requirements of any Law, the Company and each of its Subsidiaries shall (a) provide Parent and MergerSub and their authorized Representatives, upon reasonable notice, with reasonable access during normal business hours to the offices, properties, personnel, books and records of the Transferred Entities Company or any of its Subsidiaries and (ii) furnish shall instruct its Representatives to Purchaser cooperate with Parent and its representatives MergerSub’s Representatives as reasonably necessary in order for Parent and MergerSub to have the opportunity to make such other information investigation as Purchaser may from time they shall reasonably desire to time reasonably request regarding the business, properties and personnel make of the Transferred EntitiesBusiness, in each case of clauses (i) affairs and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations properties of the Transferred Entities after the ClosingCompany or any of its Subsidiaries; provided, however, that the Company shall not be required toactivities of Parent, MergerSub and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access Parent and MergerSub’s Representatives shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and conducted in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations operation of the Transferred Entities or business of the Company and its Subsidiaries; and (b) furnish to Parent, MergerSub and their respective Representatives such additional information as Parent, MergerSub and their respective Representatives may reasonably request from time-to-time Except as otherwise cause any unreasonable interference with the prompt and timely discharge agreed to by the employees Company, and notwithstanding the termination of this Agreement, the terms and provisions of the Transferred Entities Confidentiality Agreement, dated as of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)April 19, 2013, between Parent and the Company (the “Confidentiality Agreement”) shall not be required apply to all information furnished to any of Parent and MergerSub’s authorized Representatives by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser the Company or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicableSubsidiaries. Purchaser shall not, and shall cause its representatives not to, use any information obtained No investigation pursuant to this Section 5.1(a) for 4.2 or information provided, made available or delivered to Parent, MergerSub or any purpose unrelated of Parent or MergerSub’s authorized Representatives pursuant to furthering the consummation this Section 4.2 shall affect any representations, warranties, covenants, conditions, remedies or rights of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Parties hereto contained in this Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the Effective Time or the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1Agreement, the Company, consistent with applicable Law or “clean room procedures” established by the Company, shall, to (i) afford to Purchaser the extent permitted by the HSR Act and any Other Antitrust Regulations, provide the Parent and its representatives, subject to applicable Law, authorized representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records (including Tax Returns and Tax workpapers) of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries in order for the Parent to have the opportunity to make such other information investigation as Purchaser may from time it shall reasonably desire to time reasonably request regarding make to confirm the business, properties representations and personnel warranties made by the Company in Article V of this Agreement and to assist the Parent in planning its integration of the Transferred Entities, in each case of clauses (i) Company with Parent and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closingits Subsidiaries; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance does not unreasonably interfere with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or normal operations of the Transferred Entities Company; and provided, further, that the Company and its Subsidiaries may restrict or otherwise cause prohibit access to any unreasonable interference with documents or information to the prompt and timely discharge by extent that (a) any applicable Law requires the employees Company to restrict or otherwise prohibit access to such documents or information or (b) access to such documents or information would waive any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information. Any access to the properties of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information Subsidiaries shall be subject to the Company’s reasonable security measures and insurance requirements and shall not include the right to perform invasive testing. Neither the Company nor any of the Company Securityholders makes any representation or warranty as to the accuracy or completeness of any information (if any) provided pursuant to this Section 7.03, and neither the Parent nor the Merger Sub may rely (and Parent and Merger Sub acknowledge and agree that they have not so relied) on the accuracy or completeness of any such information, in each case, other than the representations and warranties of the Company expressly and specifically set forth in Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.03 will be used by Parent and its authorized representatives solely for the purpose of effecting the transactions contemplated hereby, and will be governed by all the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. For a period of six (a6) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, years from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representativesDate, subject to applicable LawLegal Requirement, each party (at such party’s sole expense) shall have commercially reasonable access to (including making copies and extracts) any applicable Records of the other party relating to matters arising on or before the Closing Date with respect to the Branches, Assets and the Liabilities and solely in connection with (i) accounting purposes, (ii) regulatory purposes, (iii) Legal Proceeding involving the party requesting access to such Records, (iv) any legal obligation owed by such party to any present or former depositor or other customer, or (v) Tax purposes, in each case subject to confidentiality requirements. Such party requesting such access shall not use the Records or any information contained therein or derived therefrom for any other purpose whatsoever. If copies or PURCHASE AND ASSUMPTION AGREEMENT - FIRST FINANCIAL BANK, N.A (“BUYER”), FLAGSTAR BANK, FSB (“SELLER”) AND FLAGSTAR BANCORP, INC. (“SELLER PARENT”) DATED AUGUST 15, 2011 extracts require use of a party’s equipment or the Branches, the user shall reimburse the other party for all reasonable out-of-pocket costs incurred. In the event that as of the end of such six (6) year period, any tax year of either party to this Agreement is under examination by any taxing authority, such party shall inform the other party in writing of the audit and such books and records shall be maintained by the appropriate party, as the case may be, until a final determination of the Transferred Entities tax liability of the audited party for that year has been made. Each party agrees that any Records that come into its possession as a result of the transactions contemplated by this Agreement, to the extent relating to the other party’s business and not relating to the Assets, the Liabilities or the business of the Branches (ii) furnish to Purchaser which becomes the property of Buyer), shall remain the property of the other party, and its representatives such shall, upon the other information as Purchaser may party’s request from time to time reasonably request regarding the businessand as it may elect in its sole discretion, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) be returned to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required toother party or destroyed, and shall each party agrees not be required to cause its Subsidiaries make any use of such records or its or their representatives to, make available personnel files until after the Closing Date. Any documents and to keep such access shall be at Purchaser’s sole cost records and expense, and occur during normal business hours, upon reasonable prior written notice and documents confidential in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreement36.

Access to Books and Records. (a) The Company shall, From Completion and shall cause it Subsidiaries and its and their respective representatives, from for the date hereof to period that is the earlier longer of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities five years and (ii) furnish sixty Business Days following the expiration of the applicable statute of limitations, the Purchasers shall procure that the Vendors and their Representatives are provided, upon reasonable notice and during working hours, with all such assistance, documentation, information and access to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties premises and personnel of the Transferred Entities, in each case of clauses (i) Group Companies and (ii) to the extent necessary for Purchaser Suzhou Business as they may reasonably require to prepare for their tax returns and financial statements or to investigate, avoid, remedy, dispute, resist, appeal, compromise or contest any Claim or any other claims, proceedings or investigations made by or against or incurred by the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its Vendors or their representatives to, make available personnel files until after Representatives and the Closing Date. Any such access Purchasers shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with permit the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its Vendors and their representatives to) grant access or disclose information Representatives to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure make copies of such documentation and information to the extent doing so would not contravene such applicable Lawrelevant, cause such disclosureprovided, jeopardize such privilege with respect to such informationhowever, that (i) the Vendors or violate such Contractthe relevant members of the Vendors Group shall reimburse the Purchasers, the Group Companies or the other members of the Purchaser’ Group (as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(athe case may be) for all reasonable out of pocket and expenses incurred in relation to any purpose unrelated to furthering photocopying costs; (ii) such access is granted in accordance with competition Laws (in particular the consummation information provided by the Purchasers or the Group Companies shall not enable (or, if so, shall be redacted so that it does not enable) the Vendors or any member of the Sale Vendors Group to predict the Purchasers’ or planning for the operations Group Companies’ or the other members of the Transferred Entities after Purchasers Group’s future behavior on the Closing, market) and all such (iii) the Vendor or any member of the Vendors Group agree that its relevant Representatives who may have access to the Purchasers’ or the Group Companies’ or the other members of the Purchasers Group’s information shall be subject bound by appropriate confidentiality agreements and have been made aware of the potential risks related to the terms exchange of sensitive information and of appropriate/inappropriate conduct during compliance trainings, and the information so received may be used by the Vendors (or relevant member of the Confidentiality AgreementVendors Group) solely for the purpose for which it was provided.

Access to Books and Records. (a) The Company shallFollowing the Effective Date, and shall cause it Subsidiaries and its and their respective representatives, upon any reasonable request from the date hereof to Recipient or its Representatives, the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to Administrator shall (i) afford provide to Purchaser the Recipient and its representativesRepresentatives reasonable access during normal business hours to the Books and Records; provided that such access does not unreasonably interfere with the conduct of the business of the Administrator and (ii) permit the Recipient or its Representatives to make and retain copies of such Books and Records, subject in each case, at no cost to applicable the Recipient or its Representatives (other than for reasonable and documented out-of-pocket expenses). The Recipient shall give the Administrator reasonable prior written notice of the need for such access and shall comply with any reasonable written instructions provided by the Administrator in connection with the use of or access to any of the Administrator’s information, personnel, facilities, office and storage space. Such Books and Records may be requested pursuant to this Section 7.2(a) for any reasonable business or regulatory purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, securities disclosure, compliance with contractual obligations of the Recipient or its Affiliates or other similar purposes (other than for purposes relating to claims between the Recipient and the Administrator or any of their respective Affiliates under this Agreement or any Transaction Agreement). The Administrator shall cooperate with any Governmental Authority having jurisdiction over the Recipient in providing access to the Books and Records that are under the control of the Administrator. (b) Notwithstanding anything to the contrary contained in this Agreement, the Administrator shall have no obligation to disclose or make available to the Recipient or its Representatives, or to provide the Recipient or its Representatives with access to or copies of (i) any personnel file, medical file or related records of any employee (in such capacity as employee and not a as a policyholder of the Recipient), (ii) except as set forth in the Purchase Agreement, any Tax Return filed by the Administrator or any of its Affiliates or predecessors, any Tax records (except for Tax records (or portions thereof) prepared solely with respect to the Recipient) or any related material, or (iii) any other information if the Administrator determines, in its reasonable judgment, that making such information available would (A) jeopardize any attorney-client privilege, work product immunity or any other legal privilege or similar doctrine, (B) violate an obligation of confidentiality owing to any Person that is not an Affiliate of the Administrator or (C) contravene any Applicable Law, contract, Governmental Order or any fiduciary duty, it being understood that the Administrator shall (1) notify the Recipient in reasonable access detail of the circumstances giving rise to any such privilege or obligation, (2) cooperate using commercially reasonable efforts in any efforts and requests for waivers to any such privilege or obligation and (3) use its commercially reasonable efforts to make other arrangements (including redacting information or entering into joint defense agreements), in each case that would enable any otherwise required disclosure of any Books and Records to the Recipient to occur without so jeopardizing such privilege, immunity or doctrine or contravening any Applicable Law, contract, Governmental Order or fiduciary duty. With respect to any Books and Records that are inextricably commingled with the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries Administrator or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)Affiliates, the Company Administrator or such Affiliates shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure make a version of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreement.Books and

Access to Books and Records. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, Seller shall provide Buyer and its authorized representatives (athe “Buyer’s Representatives”) The with reasonable access during normal business hours, and upon reasonable notice, to the offices, properties, senior personnel, and all financial books and records of the Group Companies in order for Buyer to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, that in exercising access rights under this Section 5.02, Buyer and Buyer’s Representatives shall (i) not be permitted to interfere unreasonably with the conduct of the business of any Group Company, (ii) only access personal information relating to employees, providers or customers of any Group Company to the extent necessary for, and only for the purposes of, the completion of the transactions contemplated hereby and (iii) not contact or communicate with, directly or indirectly, any of the Group Companies’ customers, vendors, suppliers, distributors or brokers without Seller’s prior written consent (other than, to the extent applicable, in the ordinary course of business regarding matters unrelated to the transactions contemplated hereby). Notwithstanding anything herein to the contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law; provided that Seller shall, and shall cause it Subsidiaries and its and their respective representatives, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not Group Companies to, use any information obtained commercially reasonable efforts to provide Buyer such access or make such disclosure (or as much of it as possible) in a manner that does not have such consequences. Buyer acknowledges that Buyer is and remains bound by the Confidentiality Agreement between Buyer and Xxxxxx X. Board & Co., on behalf of the Group Companies, dated March 12, 2021 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.1(a) for 5.02 shall qualify or limit any purpose unrelated representation or warranty set forth herein or the conditions to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementClosing set forth in Section 7.01(a).

Access to Books and Records. (a) The From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall, and shall cause it its Subsidiaries to provide the Parent and its Merger Sub and their respective representativesParent and Merger Sub’s authorized representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, from the date hereof and upon reasonable notice, to the earlier of the Closing Date offices, properties, senior personnel, and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the all financial books and records of the Transferred Entities and (ii) furnish Group Companies in order for the Parent to Purchaser and its representatives have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding desire in connection with the business, properties and personnel consummation of the Transferred Entitiestransactions contemplated hereby; provided, however, that in each case of clauses exercising access rights under this Section 5.02, the Parent and the Parent’s Representatives shall (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities business of any Group Company, (ii) only access personal information relating to employees, providers or otherwise cause customers of any unreasonable interference with Group Company to the prompt extent necessary for, and timely discharge by only for the employees purposes of, the completion of the Transferred Entities transactions contemplated hereby and (iii) not directly or indirectly contact or communicate with any of the Group Companies’ customers, vendors, suppliers, distributors or brokers in their normal dutiescapacity as such (other than contacts and communications with customers, vendors, suppliers, distributors or brokers of the Parent or in the ordinary course of business, consistent with past practice, regarding matters unrelated to the transactions contemplated hereby) without appropriate personnel of the Group Companies participating in any such contact or communication. Notwithstanding anything herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/-client privilege or attorney work product privilege or (z) violate an existing Contract; providedprivilege, that, except in the case of clause (x), the conflict with any third party confidentiality obligations to which any Group Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such informationis bound, or violate such Contractany applicable Law; provided that the Company shall, as applicable. Purchaser shall not, and shall or cause its representatives not Subsidiary to, use any information obtained commercially reasonable efforts to cause the third party to which the confidentiality obligation is owed to consent to the disclosure. The Parent acknowledges that the Parent is and remains bound by the Confidentiality Agreement between Nasdaq Inc. and the Company dated June 8, 2017 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.1(a) for 5.02 shall qualify or limit any purpose unrelated representation or warranty set forth herein or the conditions to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementClosing set forth in Section 7.01(a).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 6.04, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such , the Company will provide Parent and its authorized representatives reasonably acceptable to the Company (the “Parent’s Representatives”) with reasonable access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, and upon reasonable prior written notice notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Group Companies in accordance order for Parent to have the opportunity to make such investigation as it will reasonably desire in connection with the reasonable procedures established by consummation of the Company. Purchaser transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and its representatives shall conduct any such activities in such a manner so as the Parent’s Representatives will not be permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities business of any Group Company and (b) the Company may elect to limit, or otherwise cause any unreasonable interference with Group Company to limit, disclosure of any information to certain Persons designated in writing as a “clean team” by Parent (which Persons must be reasonably acceptable to the prompt and timely discharge by the employees of the Transferred Entities of their normal dutiesCompany). Notwithstanding anything contained herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or examination will be permitted to the extent that it would require any Group Company to disclose information subject to Purchaser attorney-client privilege or attorney work-product privilege, conflict with any of its representatives that third-party confidentiality obligations to which any Seller Group Company is bound, or the Company reasonably determines in good faith would (w) contravene violate any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information . Notwithstanding anything contained herein to the extent doing so would not contravene such applicable Lawcontrary, cause such disclosure, jeopardize such privilege with respect to such information, no access or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained examination provided pursuant to this Section 5.1(a5.02 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 8.01(a). Parent will indemnify and hold harmless the Group Companies from and against any Losses that may be incurred by any of them arising out of or related to the use, storage or handling of (i) for any purpose unrelated personally identifiable information relating to furthering employees or customers of any Group Company and (ii) any other information that is protected by applicable Law (including privacy Laws) or Contract and to which Parent or the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject Parent’s Representatives are afforded access pursuant to the terms of this Agreement. Parent acknowledges that Parent is and remains bound by the Confidentiality Agreement between Parent and United Subcontractors, Inc. dated October 5, 2015 (the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof to the earlier of this Agreement until the Closing Date and or the valid earlier termination of this Agreement pursuant to Section 7.18.01, each of the Seller and the Company will provide Buyer and its and their respective authorized representatives (collectively, “Buyer’s Representatives”) with access to (a) the offices, properties, contracts, books, records and, to (i) afford to Purchaser and its representativesthe extent permitted by the Seller, subject to applicable Law, reasonable access to the books and records systems of the Transferred Entities Company as reasonably requested by Buyer in order for Buyer to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Company (except that Buyer will conduct no physically invasive sampling or testing, including soil or groundwater sampling, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) and (iiy) furnish to Purchaser all officers and its representatives such other information as Purchaser may from time to time reasonably request regarding management-level employees of the business, properties Company for discussion of the business operations and personnel of the Transferred EntitiesCompany; provided, however, in each case of clauses (i) and (ii) case, such access shall be provided only during normal business hours upon reasonable advance notice to the extent necessary for Purchaser Company, under the supervision of the Company’s personnel and in such a manner as not to prepare for interfere with the Closing and/or planning for the normal operations of such the Transferred Entities after Company. All requests by Buyer or Xxxxx’s Representatives for access pursuant to this Section 6.02 shall be submitted or directed exclusively to the Closing; provided, that Seller or such other individuals as the Company shall not be required tomay designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, and shall (a) the Company will not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct disclose any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser Buyer or any of its representatives that any Seller or the Company reasonably determines in good faith Buyer’s Representatives if such disclosure would (wi) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable LawLaws, fiduciary duty or agreement entered into prior to the date hereof and (xb) relate prior to any litigation the Closing Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (xdelayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be contacted any customers of the Company shall give written notice to Purchaser of concerning the fact transactions contemplated hereby. Buyer acknowledges that such documents it is and information listed above are being withheld remains bound by the Confidentiality and thereafter Non-Disclosure Agreement, dated September 15, 2021, between Amedisys, Inc. and HouseWorks, LLC (the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not“Confidentiality Agreement”), and that Buyer shall cause its representatives not to, use any information obtained pursuant Buyer’s Representatives to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to abide by the terms of the Confidentiality Agreement; provided, that in the event the Closing is consummated, the Confidentiality Agreement shall be terminated and become null and void.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof of this Agreement to the earlier of the Closing Date and the valid termination of this Agreement pursuant in accordance with its terms, the Company shall cause each Acquired Company to Section 7.1provide Purchaser and its authorized representatives with access (during normal business hours and upon reasonable notice) to the (a) books and records, including financial, operating and other data and information relating to the business, of the Acquired Companies; (b) premises of the Acquired Companies (but excluding sampling or testing of the environment or building materials without prior written permission from the Securityholder Representative); and (c) officers and/or other key personnel of the Acquired Companies, in each case who are listed on Schedule 6.03; provided that (i) afford to Purchaser and its representativessuch access does not unreasonably interfere with the normal operations of any Acquired Company, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish such access shall occur in such a manner as the Acquired Companies reasonably determine to Purchaser and its representatives be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for such access shall be directed to the Securityholder Representative or such other information Person(s) as Purchaser the Securityholder Representative may designate in writing from time to time reasonably request regarding (collectively, the business“Designated Contacts”), properties and personnel of the Transferred Entities, in each case of clauses (iiv) and (ii) nothing herein shall require any Acquired Company to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required provide access to, and shall not be required or to cause its Subsidiaries or its or their representatives disclose any information to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that if such access or disclosure would (A) waive any Seller or the Company reasonably determines legal privilege, as determined in good faith would by the Company after consultation with counsel, or (wB) contravene be in violation of any applicable LawLaw (including any COVID-19 Measures or the HSR Act or other applicable antitrust Laws), and (xv) relate no access need be granted if the Company believes it may jeopardize the health and safety of any employee, independent contractor or other agent of any Acquired Company; provided that prior to withholding any litigation access or similar dispute between information pursuant to the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x)foregoing, the Company shall give written notice to notify Purchaser in writing of the fact that such documents and nature of the information listed above are being withheld and thereafter the Parties shall cooperate take any actions as may reasonably be requested by Purchaser to implement alternate arrangements in seeking order to allow disclosure of Purchaser such access or information to the extent doing so would reasonably practicable under the circumstances. Other than the Designated Contacts or as expressly provided in the immediately preceding sentence, Purchaser is not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect authorized to such information, or violate such Contract, as applicable. Purchaser and shall not, not (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any officer, use director, manager, employee or officer, customer, supplier, distributor, lessee, lessor, lender or other material business relation of any information obtained pursuant Acquired Company prior to this Section 5.1(a) for any purpose unrelated to furthering the consummation Closing without the prior written consent of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementSecurityholder Representative.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 6.05, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such , the Company will provide Parent and its authorized Representatives reasonably acceptable to the Company (the “Parent’s Representatives”) with reasonable access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, and upon reasonable prior written notice notice, to the offices, properties, senior personnel, and all financial books and records (including Tax records) of the Group Companies in accordance order for Parent to have the opportunity to make such investigation as it will reasonably desire in connection with the reasonable procedures established by consummation of the Company. Purchaser transactions contemplated hereby; provided, however, that in exercising access rights under this Section 5.02, Parent and its representatives shall conduct any such activities in such a manner so as the Parent’s Representatives will not be permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities or otherwise cause business of any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal dutiesGroup Company. Notwithstanding anything contained herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or examination will be permitted to the extent that it would require any Group Company to disclose information subject to Purchaser attorney-client privilege or attorney work-product privilege, conflict with any of its representatives that third-party confidentiality obligations to which any Seller Group Company is bound, or the Company reasonably determines in good faith would (w) contravene violate any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information . Notwithstanding anything contained herein to the extent doing so would not contravene such applicable Lawcontrary, cause such disclosure, jeopardize such privilege with respect to such information, no access or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained examination provided pursuant to this Section 5.1(a5.02 will qualify or limit any representation or warranty set forth herein or the conditions to the Closing set forth in Section 8.01(a). Parent will indemnify and hold harmless the Group Companies from and against any Losses that may be incurred by any of them to the extent arising out of or related to the bad faith or gross negligence of Parent or the Parent’s Representatives in the use, storage or handling by Parent or the Parent’s Representatives of (i) for any purpose unrelated personally identifiable information relating to furthering employees or customers of any Group Company and (ii) any other information that is protected by applicable Law (including privacy Laws) or contract and to which Parent or the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject Parent’s Representatives are afforded access pursuant to the terms of the Confidentiality this Agreement.

Access to Books and Records. (a) The From the date hereof until the earlier of the termination of this Agreement and the Effective Time, the Company shall, and shall cause it Subsidiaries the other Group Companies to, provide the Parent and its and their respective representatives, from the date hereof authorized representatives reasonably acceptable to the earlier Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice (which access may be limited to the extent the Company reasonably determines, in light of COVID-19 or COVID-19 Measures, that such access would jeopardize the Closing Date health and the valid termination safety of this Agreement pursuant to Section 7.1any Company employee), to (i) afford to Purchaser the offices, properties, the personnel set forth on Schedule 5.02, and its representatives, subject to applicable Law, reasonable access to the all financial books and records of the Transferred Entities Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, that in exercising access rights under this Section 5.02, the Parent and the Parent’s Representatives shall (i) direct all requests for access pursuant to this Section 5.02 to Xx Xxxx by email to xxxxx@xxxxxxxxxx.xxx (the “Designated Company Contact”) and not contact any of the Group Company’s employees, officers, managers or directors without the prior written consent of the Designated Company Contact, (ii) not be permitted to interfere unreasonably with the conduct of the business of any Group Company, (iii) only access personal information relating to employees, providers or customers of any Group Company to the extent necessary for, and only for the purposes of, the completion of the transactions contemplated hereby and (iv) not contact or communicate with, directly or indirectly, any of the Group Companies’ customers, vendors, suppliers, distributors or brokers without the prior written consent of the Designated Company Contact (other than, to the extent applicable, in the ordinary course of business regarding matters unrelated to any Group Company or any of the transactions contemplated hereby). Notwithstanding anything herein to the contrary, such access or examination shall be permitted only to the extent that (i) it would not violate any Law (including any COVID-19 Measures) and the Parent and the Parent’s Representatives comply with all applicable Laws (including any COVID-19 Measures) during such access and (ii) furnish it would not require any Group Company to Purchaser and its representatives disclose information subject to attorney-client privilege or attorney work product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or violate any applicable Law. To the extent the access to any such other information as Purchaser may from time is restricted pursuant to time reasonably request regarding the businessimmediately preceding sentence of this Section 5.02, properties and personnel of it is agreed that the Transferred EntitiesCompany shall, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for reasonably practicable, provide the Closing and/or planning for Parent and the operations Parent’s Representatives with a reasonably detailed description of the Transferred Entities after the Closing; provided, that information not provided and the Company shall not be required toshall, to the extent reasonably practicable and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at PurchaserParent’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines cooperate in good faith would (w) contravene to design and implement reasonable alternative disclosure arrangements to enable the Parent to evaluate any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable without resulting in any waiver of privilege, conflict with confidentiality obligations or contravention of Contract or Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 9.06, from the date hereof to the earlier of until the Closing Date and Date, the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Company shall provide the Purchaser and its representatives, subject to applicable Law, authorized representatives (the "Purchaser's Representatives") with reasonable access during normal business hours and upon reasonable notice to the offices, properties, senior personnel, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries in order for the Purchaser to have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding the business, properties and personnel desire of the Transferred Entitiesaffairs of the Company and its Subsidiaries; provided that, in each case of clauses notwithstanding the foregoing, (ia) and (ii) to such access does not unreasonably interfere with the extent necessary for Purchaser to prepare for the Closing and/or planning for the normal operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives toSubsidiaries, make available personnel files until after the Closing Date. Any (b) such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the business or operations confidentiality of the Transferred Entities transactions contemplated by this Agreement, and (c) nothing herein shall require the Company to provide access to, or otherwise cause to disclose any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)information to, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of the Purchaser's Representatives if such access or disclosure would reasonably be expected to (i) cause significant competitive harm to the Company or its representatives that Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any Seller legal privilege, or (iii) be in violation of applicable Law (including the HSR Act and other Antitrust Laws) or the provisions of any agreement to which the Company reasonably determines in good faith would (w) contravene or any applicable Law, (x) relate to any litigation or similar dispute between of its Subsidiaries is a party. For the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case avoidance of clause (x)doubt, the Company shall give written notice will use commercially reasonable efforts to provide the Purchaser when required to be provided to the "Investor" under the Operating Agreement with customary audited year-end and unaudited interim financial statements (including any related notes and schedules thereto) for each of the fact monthly, quarterly and annual periods ending after December 31, 2014 and prior to fifteen (15) days prior to Closing. The Purchaser acknowledges that such documents Purchaser is and information listed above are being withheld remains bound by that certain confidentiality agreement, between the Purchaser and thereafter GTCR LLC dated June 8, 2015 (the Parties shall cooperate in seeking to allow disclosure of such information to "Confidentiality Agreement"). To the extent doing so would not contravene such applicable Lawpossible, cause such disclosure, jeopardize such privilege with respect the parties will use commercially reasonable efforts to such information, or violate such Contract, as applicablemake appropriate substitute arrangements in circumstances where the foregoing clauses (a) – (c) of this Section 8.02 apply. Purchaser shall not, and shall cause its representatives not to, use any The information obtained provided pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning 8.02 will be used solely for the operations purpose of effecting the Transferred Entities after the Closingtransactions contemplated by this Agreement, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement. No investigation by Purchaser of the business and affairs of the Company or any Seller, pursuant to this Section 8.02 or otherwise, will affect or be deemed to modify or waive any representation, warranty, covenant or agreement in this Agreement, or the conditions to the Purchaser's obligation to consummate the transactions contemplated hereby. Notwithstanding the foregoing, the Confidentiality Agreement shall terminate at Closing.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1and the Closing Date, to (i) afford to Purchaser the Company shall provide Parent and its representatives, subject to applicable Law, authorized representatives (the "Parent's Representatives") with reasonable access to to, during normal business hours, and upon reasonable notice, the offices, properties, personnel, data, files, information, Tax Returns and all books and records of the Transferred Entities and (ii) furnish Company in order for Parent to Purchaser and its representatives have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding desire in connection with the business, properties and personnel consummation of the Transferred EntitiesTransactions, in each case of clauses (i) and (ii) to the extent necessary for Purchaser consented to prepare for in advance by the Closing and/or planning for Company (such consent not to be unreasonably withheld, conditioned or delayed), and provide reasonable access to the operations Company's customers and suppliers; provided, however, that (a) in exercising access rights under this Section 5.02, Parent and Parent's Representatives shall not be permitted to interfere unreasonably with the conduct of the Transferred Entities after business of the Closing; Company, and (b) the Company may elect to limit disclosure of any information to certain Persons designated as a "clean team" by Parent. Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.02 shall qualify or limit any representation or warranty set forth herein or the conditions to Closing set forth in Section 7.01(a). If the Company or any controlled Affiliate or their respective representatives are compelled to disclose any information by judicial or administrative process or by other requirements of applicable Law, the Company shall, to the extent permitted by applicable Law or the rules or regulations of any stock exchange, promptly notify Parent in writing and shall disclose, or cause the disclosing party to disclose, only that portion of such information which the disclosing party is advised by its counsel is legally required to be disclosed, provided, that the Company shall not use its commercially reasonable efforts to obtain an appropriate protective order or other reasonable assurance that confidential treatment will be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect accorded to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 6.06, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1and the Closing Date, the Company shall provide the Parent and its authorized employees, officers, legal and accounting advisors and other representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to (i) afford to Purchaser the offices, properties, facilities, personnel, and its representatives, subject to applicable Law, reasonable access to the all books and records of the Transferred Entities and (ii) furnish Company Group in order for the Parent to Purchaser and its representatives have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding desire in connection with the business, properties and personnel consummation of the Transferred Entitiestransactions contemplated hereby and shall furnish the Parent with all financial, operating and other data and information with respect to the Company Group as the Parent, through the Parent’s Representatives, may reasonably request, including monthly unaudited consolidated balance sheets, statements of income, statements of cash flows and key sales metrics of the Company Group, prepared in a manner consistent with prior periods along with the standard monthly reporting package provided to the management of the Company Group. Notwithstanding the foregoing, in each case of clauses (i) exercising access rights under this Section 5.02, the Parent and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company Parent’s Representatives shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees business of the Transferred Entities of their normal dutiesCompany Group. Notwithstanding anything herein to the foregoing provisions of this Section 5.1(a)contrary, such access or examination may be limited to the extent that it would require the Company Group to disclose information subject to attorney-client privilege or attorney work-product privilege or violate any applicable Law; provided that the Company shall not be required by this Section 5.1(a) use its reasonable best efforts to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant provide the Parent with alternative access or disclose information disclosure sufficient to Purchaser convey the substantive details concerning the applicable matter in a manner that is consistent with applicable Law or any that would not reasonably be expected to result in the loss of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/-client privilege or attorney work work-product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (xas applicable), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Lawincluding, cause such disclosure, jeopardize such privilege with respect to such informationdisclosure that would result in the loss of privilege, by entering into a joint defense privilege (and any related required documentation) with the Parent. Notwithstanding anything contained herein to the contrary, no access or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained examination provided pursuant to this Section 5.1(a) for 5.02 shall qualify or limit any purpose unrelated representation or warranty set forth herein or the conditions to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementClosing set forth in Section 7.01(a).

Access to Books and Records. For a period of seven (a7) The Company years after the Closing, each of the Sellers and Buyer shall, and shall cause it Subsidiaries and its their respective subsidiaries to, provide to the other parties and their respective representativesauthorized representatives reasonable access, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1during normal business hours, to (i) all books, records and other documents related to the Business, (ii) information related to the Business and (iii) employees related to the Business (without substantial disruption of employment), in each case which are necessary or useful in connection with any audit, investigation or dispute, any litigation or investigation or any other matter requiring any such books and records, information or employees for any reasonable business purpose; provided, however, that (a) a party may refuse the other party’s representatives access if such party determines such access may unreasonably interfere with any of the businesses or operations of such party or such party’s ability to satisfy its obligations under this Agreement; (b) a party shall not be required to (or cause any of its subsidiaries to) so confer, afford such access or furnish such copies or other information to Purchaser the extent that doing so would result in the breach of any confidentiality or similar agreement to which such party or any of its subsidiaries is a party or the loss of attorney-client privilege (provided that such party shall use its reasonable efforts to allow for such access or disclosure in a manner that does not result in a breach of such agreement or a loss of attorney-client privilege); and its representatives(c) no party shall be required to provide such access with respect to any information, subject property or employees relating to a dispute or litigation between the parties (except as required by applicable court process). Unless otherwise consented to in writing by the Sellers or Buyer, as the case may be, the other parties shall not, and shall cause their respective subsidiaries not to, for a period of seven (7) years (or such longer period as may be required by applicable Law) following the date hereof, reasonable access to destroy, alter or otherwise dispose of any of the books and records of the Transferred Entities and (ii) furnish Business, or any portions thereof, relating to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) periods prior to the date hereof. To the extent necessary for Purchaser to prepare for any inconsistency exists between the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a5.9 and the provisions of Section 5.3(d), the Company Section 5.3(d) shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege control with respect to such information, or violate such Contract, as applicable. Purchaser shall not, any Books and shall cause its representatives not to, use any information obtained pursuant Records related to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementTaxes.

Access to Books and Records. (a) The a. From the date hereof until the earlier of the termination of this Agreement and the Closing Date, the Company shall, and shall cause it its Subsidiaries to provide the Parent and its the Buyer and their respective representativesauthorized representatives (the “Parent’s Representatives”) with full access during normal business hours, from the date hereof and upon reasonable notice, to the earlier of the Closing Date offices, properties, senior personnel, and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the all financial books and records of the Transferred Entities Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire; provided, however, that in exercising access rights under this Section 6.03, the Parent and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses Parent’s Representatives shall (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities business of any Group Company and (ii) only access personal information relating to employees, providers or otherwise cause customers of any unreasonable interference with Group Company to the prompt extent necessary for, and timely discharge by only for the employees purposes of, the completion of the Transferred Entities of their normal dutiesTransactions. Notwithstanding anything herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/-client privilege or attorney work product privilege or (z) violate an existing Contract; providedprivilege, that, except in the case of clause (x), the conflict with any third party confidentiality obligations to which any Group Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such informationis bound, or violate such Contractany applicable Law; provided that the Company shall, as applicable. Purchaser shall not, and shall or cause its representatives not Subsidiary to, use any information obtained commercially reasonable efforts to cause the third party to which the confidentiality obligation is owed to consent to the disclosure. The Parent acknowledges that the Parent is and remains bound by the Mutual Confidentiality and Non-Disclosure Agreement between Parent and Verafin Inc., dated October 7, 2020 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to the contrary, no access or examination provided pursuant to this Section 5.1(a) for 6.03 shall qualify or limit any purpose unrelated representation or warranty set forth herein or the conditions to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementClosing set forth in Section 8.01(a).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof until the Closing Date, to the earlier of extent permitted by applicable Law, the Closing Date Sellers, Xxxxxxx Holdings and the valid termination of this Agreement pursuant to Section 7.1, to Companies shall: (i) afford to provide the Purchaser and its representatives, subject to applicable Law, authorized Representatives with access during normal business hours and upon reasonable access notice to the offices, properties, books and records of the Transferred Entities Company Group Members in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desires to enable the Purchaser to complete the transactions contemplated by this Agreement; provided that (X) such access shall not unreasonably interfere with the conduct of the business of the Company Group Members and shall not extend to any sampling or analysis of soil, groundwater, building materials or other environmental media of the sort generally referred to as a Phase II environmental investigation, (iiY) furnish to Purchaser and its representatives such other any portion of information as requested by Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) be redacted only to the extent necessary for Purchaser to prepare for the Closing and/or planning for disclosure of which the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries Companies reasonably determine would: (a) waive any attorney-client or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)other legal privilege (provided that, the Company Sellers, Xxxxxxx Holdings and the Companies shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to find a way to allow disclosure of such information to the extent doing so would not contravene reasonably be expected to cause such applicable privilege to be waived), (b) violate any Law or (c) breach any fiduciary duty or binding confidentiality agreement entered into prior to the date hereof (provided that, the Sellers, Xxxxxxx Holdings and the Companies shall use commercially reasonable efforts to obtain the consent of the counterparty to any such binding agreement so as to permit the disclosure contemplated by this Section 6.2), and (Z) neither the Sellers, Xxxxxxx Holdings nor the Companies shall be required to provide any information in respect of ongoing investigations by the State of Illinois to the extent such Persons reasonably believe providing such information would waive attorney-client privilege or violate Law, cause such disclosureand (ii) instruct each of the Companies’ Representatives to cooperate with Purchaser and its Representatives in Purchaser’s investigation, jeopardize such privilege with respect subject to such informationthe conditions set forth in clause (i) above. The Purchaser acknowledges that it is bound by the Confidentiality Agreement, or violate such Contractbetween WCCC and Surterra Holdings, as applicable. Purchaser shall notInc, the parent entity of Purchaser, dated October 8, 2020 (the “Confidentiality Agreement”), and shall cause its representatives not to, use any that all information obtained pursuant to it obtains as a result of access under this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information 6.2 shall be subject to the terms of the Confidentiality Agreement. The provision of any information pursuant to this Agreement by the Company Group Members shall not expand the remedies available hereunder to the Purchaser or its Affiliates under this Agreement in any manner. The information provided pursuant to this Agreement will be used solely for the purpose of effecting the transactions contemplated by this Agreement.

Access to Books and Records. (a) The After the Agreement Date, the Company shall, and shall cause it its Subsidiaries and its and their respective representativesto, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser Parent and representatives of Parent reasonable access to all books, records, correspondence, files, financial statements, operating data and all other information with respect to the Company and its Subsidiaries during normal business hours consistent with applicable Law, upon reasonable notice and in accordance with the reasonable security procedures established by the Company, (ii) furnish reasonably promptly to Parent all information concerning the Company and its Subsidiaries as Parent may from time to time reasonably request, and (iii) to the extent available to the Company, make available to Parent any work papers of the Company Auditor related to the Audited Financial Statements; provided, however, that notwithstanding the foregoing clauses (i)- (iii), neither the Company nor any of its Subsidiaries shall be required to (A) make available Business Employee personnel files, records, or information beyond the extent permitted by Law or Contract, (B) provide access to or disclose information prepared by or for counsel to the Company or its Subsidiaries if such access or disclosure would in the reasonable determination of the Company jeopardize the attorney-client privilege of the Company or its Subsidiaries or contravene any applicable Laws or (C) provide access to any books, records or information relating to the potential sale of the Company to or any Person other than Parent. (b) Parent agrees that any permitted investigation undertaken pursuant to the access granted under Section 5.3(a) shall be conducted in such a manner as not to interfere unreasonably with the operation of the business of the Company and its Subsidiaries, and Parent and its representatives shall not communicate with any Business Employees in regard to the transactions contemplated hereby without the prior written consent of the Company. (c) For a period of six (6) years after the Closing Date, Parent shall cause the Surviving Corporation and its Subsidiaries to afford the Shareholder Representatives and the Shareholder Representatives’ representatives, subject to applicable Lawduring normal business hours, upon reasonable notice, reasonable access to all of the books and records of the Transferred Entities and (ii) furnish to Purchaser Surviving Corporation and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses Subsidiaries (i) to enable the Shareholder Representatives to defend against or assert claims related to or arising from the business and operations of the Company and its Subsidiaries prior to the Effective Time and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not may reasonably be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser the Shareholder Representatives or any holder of its representatives that any Seller Company Capital Stock or Exchanged Options in connection with the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure preparation of such information Person’s financial reports involving any period prior to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicableEffective Time. Purchaser The Shareholder Representatives shall nothold, and shall cause its representatives not toand holders of Company Capital Stock to hold, use any information obtained pursuant such books and records in confidence, except to this Section 5.1(a) for any purpose unrelated the extent required to furthering defend or assert such claims and to prepare such financial reports or Tax Returns or handle such Tax audits, and to return the consummation of the Sale or planning for the operations of the Transferred Entities after the Closingsame, and all such information shall be subject copies, notes and summaries thereof, to the terms of the Confidentiality Agreement.Surviving Corporation promptly upon

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof of this Agreement to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1in accordance with its terms, to (i) afford to the Company shall provide the Purchaser and its representatives, subject to applicable Law, authorized representatives with reasonable access during normal business hours and upon reasonable notice to the executive officers, key employees and books and records of the Transferred Entities and Business as may be reasonably requested by the Purchaser in connection with the transactions contemplated by this Agreement; provided that (i) such access does not interfere with the normal operations of the Business, (ii) furnish such access shall occur in such a manner as the Company reasonably determines to Purchaser and its representatives be appropriate to protect the confidentiality of the transactions contemplated by this Agreement, (iii) all requests for such access shall be directed to the Chief Executive Officer of the Company or such other information Person(s) as Purchaser the Company may designate in writing from time to time reasonably request regarding (collectively, the business“Designated Contacts”), properties and personnel of the Transferred Entities, in each case of clauses (i) and (iiiv) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that nothing herein shall require the Company shall not be required to provide access to, and shall not be required or to cause its Subsidiaries or its or their representatives disclose any information to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller if such access or disclosure (A) would cause significant competitive harm to the Company reasonably determines in good faith would (w) contravene any applicable LawBusiness if the transactions contemplated by this Agreement are not consummated, (xB) relate to would waive any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product legal privilege or (zC) violate an existing Contractwould be in violation of applicable Laws of any Governmental Authority (including the HSR Act and all applicable foreign competition Laws) or the provisions of any agreement to which any Acquired Company is a party or with respect to the Business; provided, thatfurther, except that if the Company does not provide or cause to be provided information in the case of reliance on clause (x)iv) of this sentence, then the Company shall give (I) promptly provide a written notice to the Purchaser stating that it is withholding information in reliance thereon and (II) take reasonable actions or implement arrangements (which could include, depending on the reasonableness thereof in the circumstances, entering into confidentiality agreements or joint defense agreements, obtaining the consent of third parties, redacting parts of documents, preparing “clean” summaries of information or limiting the fact that such documents and availability of information listed above are being withheld and thereafter the Parties shall cooperate to a “clean team” or to outside legal counsel) in seeking order to allow disclosure of such make information available to Purchaser or its representatives to the extent doing so would reasonably possible. Other than the Designated Contacts or as expressly provided in the preceding sentence, the Purchaser is not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect authorized to such information, or violate such Contract, as applicable. Purchaser and shall not, not (and shall cause its employees, agents, advisors, counsel, representatives and Affiliates not to) contact any officer, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation director, employee, customer, supplier, distributor, lessee, lessor, lender, noteholder or other material business relation of the Sale or planning for Business in connection with the operations transactions contemplated by this Agreement prior to the Closing without the prior written consent of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementCompany.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the Closing or the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1Agreement, to (i) afford to the Company, consistent with applicable Law, shall provide the Purchaser and its representatives, subject to applicable Law, authorized representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall be directed to Xxxxx Xxxxxx or Xxxx XxXxxxx (as representatives for the Company) or such other information person(s) as Purchaser they may designate from time to time reasonably request regarding the business(each such person, properties an "Authorized Representative"); and personnel of the Transferred Entitiesprovided, in each case of clauses further, that such access shall not extend to any (i) and environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information or (iii) any information that is subject to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; providedany applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that the Company shall not be required to, and shall not be required use commercially reasonable efforts to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any alternative arrangements to disclose such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and privileged information in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as that does not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, waive or violate such Contractprivilege). Neither the Company, the Representative nor any of the Sellers makes any representation or warranty as applicable. Purchaser shall not, and shall cause its representatives not to, use to the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a) for 7.02, and the Purchaser may not rely on the accuracy of any purpose unrelated to furthering such information, in each case, other than the consummation representations and warranties of the Sale or planning Sellers and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 7.02 will be used solely for the operations purpose of effecting the Transferred Entities after the Closingtransactions contemplated hereby, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the Closing or the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.19.01, to (i) afford to Purchaser the Company shall provide Parent and its representatives, subject to applicable Law, authorized representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records records, and senior management employees of the Transferred Entities and (ii) furnish to Purchaser Company and its Subsidiaries in order for Parent to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, that such access is permissible under applicable Law (after taking into account any applicable COVID-19 Measures), does not jeopardize the health and safety of any employee of the Company or its Subsidiaries, and that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall be directed to Xxxxx XxXxxxxxx (as representatives for the Company) or such other information person(s) as Purchaser they may designate from time to time reasonably request regarding the business(each such person, properties an “Authorized Representative”); and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, further, that such access shall not extend to any (a) environmental sampling or testing or invasive or subsurface investigation, (b) trade secrets or other competitively sensitive information or (c) any information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that the Company shall not be required to, and shall not be required use commercially reasonable efforts to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any alternative arrangements to disclose such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and privileged information in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as that does not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, waive or violate such Contract, privilege). Neither the Company nor Seller makes any representation or warranty as applicable. Purchaser shall not, and shall cause its representatives not to, use to the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a7.02, and neither Parent, Purchaser, Merger Sub nor any other Person may rely on the accuracy of any such information, in each case, other than to the extent expressly provided in the representations and warranties of Seller and the Company expressly and specifically set forth in Article IV and Article V, as qualified by the Schedules, or the certificates pursuant to Sections 3.01(d) for any purpose unrelated and 3.01(e) of this Agreement. The information provided pursuant to furthering the consummation of the Sale or planning this Section 7.02 will be used solely for the operations purpose of effecting the Transferred Entities after the Closing, transactions contemplated hereby and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 7.05, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1and the Closing Date, the Company shall provide the Parent and the Merger Sub and their respective authorized Representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to (i) afford to Purchaser the offices, properties, senior personnel, and its representatives, subject to applicable Law, reasonable access to the all books and records of the Transferred Entities Group Companies in order for the Parent to have the opportunity to make such investigation as it shall reasonably desire in connection with the consummation of the transactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 6.02, the Parent and the Parent’s Representatives shall not be permitted to interfere unreasonably with the conduct of the business of any Group Company and (iib) furnish the Company may elect to Purchaser and its representatives limit, or cause any Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the Parent (which Persons must be reasonably acceptable to the Company). Notwithstanding anything herein to the contrary, no such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) access or examination shall be permitted to the extent necessary for Purchaser that it would require any Group Company to prepare for disclose information which it has reasonably determined upon the Closing and/or planning for advice of counsel could result in the operations loss of the Transferred Entities after the Closingability to successfully assert attorney-client privilege or attorney work-product privilege, conflict with any third party confidentiality obligations to which any Group Company is bound, or would violate any applicable Law; provided, that the Company Group Companies shall reasonably cooperate in good faith to enable the Parent to have permissible access to such information in a manner that would not be required toresult in loss of such privilege, and conflict with such confidentiality obligations or violation of the Law and, in the case of confidentiality obligations to a third party, if requested by the Parent, shall not be required use reasonable efforts to cause its Subsidiaries or its or their representatives tosecure applicable consents of the applicable third party to permit such disclosure, make available personnel files until after in each case, at the Closing Date. Any such access shall be at PurchaserParent’s sole cost and expense. The Parent and the Merger Sub each acknowledges that it is and remains bound by the Confidentiality and Non-Disclosure Agreement among the Parent Guarantor, Genstar Capital Partners, LLC, and occur during normal business hourscertain other parties, upon reasonable prior written notice and in accordance with dated January 17, 2018 (the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company shall, and shall cause it each of its Subsidiaries to, provide Buyer, Merger Sub, or their respective Affiliates and Advisors with reasonable access, during normal business hours and upon reasonable advanced notice, to the facilities, assets, properties, financial information, senior‑management level employees, Books and Records of or regarding the Company and its and their respective representatives, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information Subsidiaries as Purchaser may reasonably requested from time to time reasonably request regarding time; provided that (a) such access does not unreasonably interfere with the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the normal operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause or any of its Subsidiaries or its involve any environmental sampling or their representatives totesting or invasive or subsurface investigations, make available personnel files until after the Closing Date. Any (b) such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the business or operations confidentiality of the Transferred Entities or otherwise cause any unreasonable interference with the prompt Transactions, and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), (c) nothing herein shall require the Company shall not be required by this Section 5.1(a) to (and shall not be required provide access to, or to cause its Subsidiaries and its and their representatives disclose any information to) grant access or disclose information to Purchaser , Buyer or any of its representatives that any Seller if such access or the Company reasonably determines in good faith would (w) contravene any applicable Law, disclosure (x) relate would cause material competitive harm to the Company or any litigation or similar dispute between of its Subsidiaries if the PartiesTransactions are not consummated, (y) jeopardize an attorney/client or attorney work product would waive any legal privilege or (z) violate an existing Contract; provided, that, except would be in violation of applicable Laws (including any COVID-19 Measure) or the case provisions of clause (x), any agreement to which the Company shall give written notice or any of its Subsidiaries is a party (copies of which have been provided to Purchaser Buyer as of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information date hereof or will be provided upon reasonable request). The Company does not make any representation or warranty as to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such accuracy of any information, or violate such Contractif any, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for 5.02, and Buyer and Merger Sub may not rely on the accuracy of any purpose unrelated to furthering such information, in each case, other than the consummation representations and warranties of the Sale Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or planning remedies available hereunder to Buyer, Merger Sub, or the Buyer Group in any manner. The information provided pursuant to this Section 5.02 will be used solely for the operations purpose of effecting the Transferred Entities after the ClosingTransactions, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.. 50

Access to Books and Records. For a period of seven (a7) The Company shallyears after the Closing, and Buyer shall cause it Subsidiaries the Company Group to provide Seller and its authorized representatives with reasonable access (for the purpose of examining and their respective representativescopying), from the date hereof during normal business hours and upon reasonable prior written notice, to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1personnel, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities Company Group with respect to periods or occurrences prior to or on the Closing Date in connection with compliance with applicable Law, tax or accounting purposes or financial statements preparation, whether or not relating to or arising out of this Agreement or the transactions contemplated hereby (except as restricted by any applicable confidentiality obligations of Buyer and/or the Company Group) under the supervision of the Buyer’s or Company’s personnel and in such a manner as not to interfere with the normal operations of the Company Group; provided, however, that such access (i) shall be subject to any applicable Laws relating to privacy or data protection, (ii) furnish to Purchaser shall not unreasonably disrupt personnel, operations and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) Company and (iiiii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expensesubject to customary confidentiality obligations. For a period of seven (7) years after the Closing, and occur during normal business hours, upon reasonable prior written notice and unless otherwise consented to in accordance with the reasonable procedures established writing by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as Seller (not to interfere be unreasonably with the business withheld, conditioned or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(adelayed), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser Buyer shall not, and shall cause its representatives not permit any member of the Company Group to, use destroy, alter or otherwise dispose of any information obtained pursuant to this Section 5.1(a) for books and records of any purpose unrelated to furthering the consummation member of the Sale Company Group, or planning for any portions thereof, relating to periods prior to the operations Closing without first offering to surrender to Seller such books and records or such portions thereof and giving Seller a reasonable amount of time to accept such offer. Buyer and the Transferred Entities after Company Group, on the Closingone hand, and Seller, on the other hand, shall cooperate with and make available to each other and their respective representatives during normal business hours all such information information, records, data and working papers, and shall permit access to its facilities and personnel, senior management, accountants, and advisors, as may be subject to the terms of the Confidentiality Agreementreasonably required in connection with any litigation, dispute, audit, claim, or investigation.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.19.01, to (i) afford to Purchaser the Company shall provide Parent and its representatives, subject to applicable Law, authorized representatives (including Parent’s independent public accountants and attorneys) (“Parent’s Representatives”) with reasonable access during normal business hours and upon reasonable prior notice to the offices, properties, officers, books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, Company and its Subsidiaries in each case order for Parent to have the opportunity to make such investigation as it reasonably desires to make of clauses the affairs of the Company and its Subsidiaries; provided that (i) and (ii) to such access does not interfere with the extent necessary for Purchaser to prepare for the Closing and/or planning for the normal business operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and is in accordance with the reasonable procedures established by the Company, (ii) such access occurs in such a manner that fully protects the confidentiality of the Transactions and (iii) all requests for such access will be directed to the Chief Executive Officer, the Chief Financial Officer or such other Person as the Company or the Securityholder Representative may designate in writing from time to time (the “Designated Contacts”). Purchaser and Notwithstanding anything to the contrary in this Section 6.02(a), the foregoing shall not require (A) the Company or its representatives Subsidiaries to disclose any information or documents, or provide any access, to Parent or Parent’s Representatives if such disclosure or provision of access would be reasonably likely to (1) jeopardize any attorney-client privilege, attorney work product protection or other legal privilege or (2) contravene any confidentiality obligation, applicable Law, fiduciary duty or agreement (provided that the Company shall conduct any such activities cooperate in good faith to provide substantially the information Parent requests in such a manner so as not to interfere unreasonably with the business waive any legal privilege or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, fiduciary duty or agreement), (B) any invasive or intrusive environmental subsurface investigations, sampling or testing without the consent of the Company or its Subsidiaries (which consent shall not be unreasonably delayed, conditioned, or withheld), or (C) the Company to provide (x) relate information with respect to bids, the identity of any bidder, confidentiality or non-disclosure agreements, letters of intent, expressions of interest or other proposals received in connection with transactions comparable to the Transactions or any information or analysis relating to any litigation such communications or similar dispute between the Parties, (y) jeopardize an attorney/client financial or attorney work product privilege operating data or (z) violate an existing Contract; providedother information that has not previously been prepared by the Company or its Affiliates, that, except or that is not otherwise prepared in the case ordinary course of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and business. Any information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained disclosed pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall 6.02 will be subject to the terms provisions of the Confidentiality Non-Disclosure Agreement.

Access to Books and Records. (a) The Company From the date of this Agreement through the earlier of the Closing or the termination of this Agreement, and subject to the requirements of applicable Laws, Parent shall, and shall cause it Subsidiaries the Sellers and its and their respective representativesTransferred Entities to, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Representatives of Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities Business, under the supervision of the personnel of Parent or its Subsidiaries, during normal business hours consistent with applicable Law and in accordance with the procedures established by Parent, in each case, as is reasonably requested by Purchaser or its Representatives for purposes of integration planning following the consummation of the Transactions; provided that (i) such access shall not unreasonably interfere with the conduct of the business of the Parent or its Subsidiaries; (ii) furnish such access shall occur in such a manner as Parent reasonably determines to be appropriate to protect the confidentiality of the Transactions; (iii) such access may be modified in light of applicable COVID-19 Measures; (iv) Purchaser shall not be permitted to conduct any environmental sampling, investigation or testing (including any commonly known as a Phase II assessment) at any of Parent’s or its Subsidiaries’ properties or facilities without Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed); and (v) nothing herein shall require Parent and its Subsidiaries to provide access to, or to disclose any information to, Purchaser if such access or disclosure would be reasonably likely to (x) waive any legal privilege or (y) be in violation of applicable Law or the provisions of any agreement entered into prior to the date of this Agreement and to which Parent of any of its Subsidiaries is a party. All information and documents provided pursuant to this Section 6.1(a) will be subject to the Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to abide by, and will cause its Representatives to continue to abide by, the terms of such Confidentiality Agreement. (b) Purchaser agrees that any access granted under Section 6.1(a) shall not interfere unreasonably with the operation of the Business or any other business of Parent or its Subsidiaries. Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties Affiliates and personnel its and their respective Representatives shall not communicate with any of the Transferred Entitiesemployees customers, suppliers, financing sources, lenders and other business relations of Parent or its Subsidiaries without the prior written consent of Parent, which shall not be unreasonably withheld, delayed or conditioned. (c) Except as otherwise provided in each case of clauses (i) Section 8.2(a), from and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required toPurchaser shall, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost afford Parent and expenseits Representatives, and occur during normal business hours, upon reasonable prior written notice notice, access to the books, records, properties and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of each Transferred Entity and the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information Business to the extent doing so would not contravene that such applicable Lawaccess may be reasonably requested in connection with financial statements, cause such disclosureTaxes, jeopardize such privilege with respect to such information, any Action or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale investigation by or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject before a Governmental Entity related to the terms of the Confidentiality Agreement.Business and Governmental Entity reporting

Access to Books and Records. (a) The Company shallFrom the date of this Agreement to the Closing Date, Seller shall (and shall cause it its Subsidiaries and its and their respective representativesthe Commercial Air Group to), from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to extent permitted by applicable Law, afford to the officers, directors, employees, accountants, consultants, financial and legal advisors, and other authorized representatives (collectively, the “Representatives”) of Purchaser reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel members of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur Commercial Air Group during normal business hours, upon reasonable prior written notice from Purchaser and in accordance with the reasonable procedures established by Seller; provided, however, that (i) Seller shall make available, or cause the Company. members of the Commercial Air Group to make available, Business Employee personnel files only if and when Purchaser provides Seller with notice that the applicable Business Employee has provided Purchaser with a release permitting transfer of those files, and its representatives Purchaser shall hold Seller harmless from any Losses arising out of or relating to the transfer of such personnel files; (ii) prior to the Closing Date, Purchaser shall not conduct any such activities in such a manner so as not to interfere unreasonably with sampling of soil, sediment, surface water, ground water or building material at, on, under or within any facility on the business or operations Leased Real Property; and (iii) neither Seller nor any member of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company Commercial Air Group shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant provide access to or disclose information where, upon the advice of counsel, such access or disclosure would reasonably be likely to Purchaser violate any obligation of confidentiality to which a Seller or any member of its representatives that any Seller the Commercial Air Group may be subject, jeopardize the attorney-client privilege of such Person or the Company reasonably determines in good faith would (w) contravene any applicable LawLaws, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, thathowever, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use if any information obtained is withheld pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation 5.1(a)(iii), Seller may only withhold such portion of the Sale information that is reasonably necessary to be withheld in order to preserve such privilege or planning for work product protection or comply with such confidentiality obligations or applicable Laws and shall use commercially reasonable efforts to provide extracts or summaries of any protected information or otherwise provide such protected information, in any case in a manner that would not jeopardize the operations of the Transferred Entities after the Closing, and all applicable protection or violate such information shall be subject to the terms of the Confidentiality Agreementconfidentiality obligation or applicable Law.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to in accordance with Section 7.17.01, to the Company shall (iand shall cause each of its Subsidiaries to) afford to provide the Purchaser and its representatives, subject to applicable Law, Representatives with full access during normal business hours and upon reasonable access notice to the offices, properties, books and records of the Transferred Entities Company and its Subsidiaries; provided that (a) such access shall not materially and unreasonably interfere with the conduct of the business of the Company and its Subsidiaries, taken as a whole, (b) nothing herein shall require the Company and its Subsidiaries to provide access to, or to disclose any information to, the Purchaser if such access or disclosure would be reasonably likely to (i) waive any legal privilege or (ii) furnish be in violation of applicable Law (including the HSR Act or any other applicable antitrust Law) or the provisions of any Contract entered into prior to the date of this Agreement and to which the Company or any Subsidiary is a party, and (c) nothing herein shall require the Company or its Subsidiaries to allow the Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel conduct invasive environmental sampling or testing of the Transferred Entities, in each case of clauses (i) and (ii) Real Property or relating to the extent necessary for Purchaser to prepare for Business without the Closing and/or planning for the operations written consent of the Transferred Entities after the ClosingCompany; provided, however, that the Company shall not be required to, and shall not be required has provided consent to cause the environmental sampling activities described on Schedule 5.02. In the event that the Company or its Subsidiaries does not provide access to or its disclose information in reliance on clause (i) or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations (ii) of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)preceding sentence, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give provide written notice to the Purchaser of the fact that it is denying such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of access or withholding such information and shall use its commercially reasonable efforts to communicate, to the extent doing so feasible, the applicable information in a way that would not waive such privilege or contravene such applicable LawLaw or Contract. The Purchaser acknowledges that it remains bound by the Confidentiality Agreement, cause such disclosuredated April 15, jeopardize such privilege with respect to such information, or violate such Contract, 2016 (the “Confidentiality Agreement”) and that all information it obtains as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to a result of access under this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information 5.02 shall be subject to the terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it each of its Subsidiaries to, afford to Parent and its officers, directors, employees, accountants, consultants, agents, legal counsel, financial advisors and their respective representativesother representatives (collectively, the “Representatives”), from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.18.1, reasonable access, at reasonable times upon reasonable prior notice, and a description of the purpose of the requested access, to (i) afford to Purchaser the officers, key employees, agents, properties, offices and other facilities of the Company and its representativesSubsidiaries and to their books, subject records, contracts and documents and shall, and shall cause each of its Subsidiaries to, furnish reasonably promptly to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser Parent and its representatives Representatives such other information concerning the Company’s and its Subsidiaries’ business, properties, contracts, records and personnel as Purchaser may be reasonably requested, from time to time reasonably request regarding the businesstime, properties and personnel by or on behalf of Parent; provided that any such access pursuant to this Section 6.1(a) shall be coordinated through one of the Transferred Entities, in each case of clauses (iindividuals listed on Section 6.1(a) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing DateDisclosure Letter. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser Parent and its representatives Representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities Company or its Subsidiaries or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities Company and its Subsidiaries of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a6.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to, or to cause any of its Subsidiaries and its and their representatives to) , grant access or disclose furnish information to Purchaser Parent or any of its representatives Representatives to the extent that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate such information is subject to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter access or the Parties shall cooperate in seeking to allow disclosure furnishing of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, is prohibited by law or violate such Contract, as applicablean existing Contract or agreement. Purchaser shall Parent agrees that it will not, and shall will cause its representatives Representatives not to, use any information obtained pursuant to this Section 5.1(a6.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for Sale. The Parent Confidentiality Agreement shall survive the operations execution and delivery of the Transferred Entities after the Closingthis Agreement and, and all such information shall be subject to the terms of the Confidentiality AgreementSection 8.3, shall apply to all information furnished thereunder or hereunder.

Access to Books and Records. (a) The Company shall, and shall cause it each of its Subsidiaries and its and to, provide Buyer, Merger Sub, or their respective representativesAffiliates and Advisors with reasonable access, from the date hereof during normal business hours and upon reasonable advanced notice, to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1facilities, to (i) afford to Purchaser and its representativesassets, subject to applicable Lawproperties, reasonable access to the financial information, senior‑management level employees, books and records of or regarding the Transferred Entities and (ii) furnish to Purchaser Company and its representatives such other information Subsidiaries as Purchaser may reasonably requested from time to time reasonably request regarding time; provided that (a) such access does not unreasonably interfere with the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the normal operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause or any of its Subsidiaries or its involve any environmental sampling or their representatives totesting or invasive or subsurface investigations, make available personnel files until after the Closing Date. Any (b) such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the business or operations confidentiality of the Transferred Entities or otherwise cause any unreasonable interference with the prompt Transactions, and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), (c) nothing herein shall require the Company shall not be required by this Section 5.1(a) to (and shall not be required provide access to, or to cause its Subsidiaries and its and their representatives disclose any information to) grant access or disclose information to Purchaser , Buyer or any of its representatives that any Seller if such access or the Company reasonably determines in good faith would (w) contravene any applicable Law, disclosure (x) relate would cause material competitive harm to the Company or any litigation or similar dispute between of its Subsidiaries if the PartiesTransactions are not consummated, (y) jeopardize an attorney/client or attorney work product would waive any legal privilege or (z) violate an existing Contract; provided, that, except would be in violation of applicable Laws (including any COVID-19 Measure) or the case provisions of clause (x), any agreement to which the Company shall give written notice to Purchaser or any of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information its Subsidiaries is a party. The Company does not make any representation or warranty as to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such accuracy of any information, or violate such Contractif any, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for 5.02, and Buyer and Merger Sub may not rely on the accuracy of any purpose unrelated to furthering such information, in each case, other than the consummation representations and warranties of the Sale Company expressly and specifically set forth in ARTICLE III regarding the Company and its Subsidiaries, and the providing of any such information will not expand the claims or planning remedies available hereunder to Buyer, Merger Sub, or the Buyer Group in any manner. The information provided pursuant to this Section 5.02 will be used solely for the operations purpose of effecting the Transferred Entities after the ClosingTransactions, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1and the Closing, the Company shall provide the Parent and its authorized representatives (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to (i) afford to Purchaser the offices, properties, personnel, and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish Group Companies in order for the Parent to Purchaser and its representatives have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding desire in connection with the business, properties and personnel consummation of the Transferred Entitiestransactions contemplated hereby, provided that, if the Company provides the Parent with written notice of an objection with respect to the identity of a third party to be included as one of the Parent’s Representatives, the Parent will consider the Company’s objection in each case good faith. All requests for access to employees shall be coordinated through the individuals listed under the applicable heading on Schedule 5.02(a) and all requests for contracts with or (with respect to the transactions contemplated by this Agreement) access to customers of clauses the Group Companies shall be coordinated through the individuals listed on Schedule 5.02(b). In exercising access rights under this Section 5.02, the Parent and the Parent’s Representatives shall (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities or otherwise cause business of any unreasonable interference with the prompt and timely discharge by the Group Company, (ii) only access personal information relating to employees of any Group Company to the Transferred Entities extent necessary for, and only for the purposes of, the completion of their normal dutiesthe transactions contemplated hereby and (iii) not contact or communicate with, directly or indirectly, any of the Group Companies’ customers, vendors, suppliers, distributors or sales representatives without the Company’s prior written consent (other than, to the extent applicable, regarding matters unrelated to the transactions contemplated hereby). Notwithstanding anything herein to the foregoing provisions contrary, no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to attorney-client privilege or attorney work product privilege, violate any third party confidentiality obligations to which any Group Company is bound as of the date of this Section 5.1(a)Agreement, or violate any applicable Law. In any such case, the Company shall not be required use its reasonable best efforts to make appropriate substitute disclosure arrangements. The Parent acknowledges that the Parent is and remains bound by this Section 5.1(a) the Confidentiality Agreement between Parent and Plex Systems, Inc. dated January 28, 2020, as amended on May 25, 2021 (the “Confidentiality Agreement”). Notwithstanding anything contained herein to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant the contrary, no access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained examination provided pursuant to this Section 5.1(a) for 5.02 shall qualify or limit any purpose unrelated representation or warranty set forth herein or the conditions to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality AgreementClosing set forth in Section 7.01(a).

Access to Books and Records. (a) The Company shallFrom and after the Closing, Parent will, and shall will cause it Subsidiaries the Surviving Corporation to, provide the Representative and its and their respective representatives, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, authorized representatives with reasonable access (for the purpose of examining and copying), during normal business hours and upon reasonable notice, to the books and records of the Transferred Entities Company and its Subsidiaries with respect to periods or occurrences prior to or on the Closing Date in connection with any matter relating to or arising out of this Agreement or the transactions contemplated hereby; provided, that (a) such access does not unreasonably interfere with the normal business operations of Parent and the Surviving Corporation and (b) such access occurs in such a manner as Parent reasonably determines to be appropriate to protect the confidentiality of the transactions contemplated by this Agreement and the information provided to Representative. Notwithstanding anything to the contrary in this Agreement, neither the Parent or the Surviving Corporation will be required to disclose any information to Representative or Representative's representatives if such disclosure would (i) jeopardize any attorney-client or other legal privilege or (ii) furnish to Purchaser contravene any applicable Law, fiduciary duty or binding agreement entered into by the Company or any Company Subsidiary; provided, that Parent, the Surviving Corporation and its representatives Subsidiaries shall take commercially reasonable measures to permit the compliance with this Section 7.01 in a manner that avoids any such other information as Purchaser may from time to time reasonably request regarding harm or consequence set forth in the business, properties and personnel of the Transferred Entities, in each case of foregoing clauses (i) and (ii) ). Neither Parent nor the Surviving Corporation makes any representation or warranty as to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations accuracy of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained (if any) provided pursuant to this Section 5.1(a7.01, and Representative may not rely on the accuracy of any such information, in each case other than as expressly set forth in Parent's representations and warranties contained in Article V. Unless otherwise consented to in writing by the Representative, Parent will use commercially reasonable efforts not to, and will not permit the Surviving Corporation to, until the expiration of the later of (a) the seventh (7th) anniversary of the Closing Date or (b) the date on which Taxes may no longer be assessed under the applicable statutes of limitation, including any waivers or extensions thereof, to destroy, alter or otherwise dispose of any of the books and records of the Surviving Corporation or its Subsidiaries for any purpose unrelated period prior to furthering the consummation Closing Date without first giving reasonable prior notice to the Representative and offering to surrender to the Representative (on behalf of the Sale Stockholders and Optionholders) such books and records or planning for any portion thereof which Parent or the operations of the Transferred Entities after the ClosingSurviving Corporation may intend to destroy, and all such information shall be subject to the terms of the Confidentiality Agreementalter or dispose of.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to until the Closing or the earlier of the Closing Date and the valid termination of this Agreement pursuant to in accordance with Section 7.19.01, to (i) afford to the Company, consistent with applicable Law, shall provide Parent and the Purchaser and its representatives, subject to applicable Law, authorized Representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries in order for Parent and the Purchaser to have the opportunity to make such investigation as it shall reasonably desire to make of the affairs of the Company and its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries, is permissible under applicable Law (after taking into account any applicable COVID-19 Measures); provided, further, that all requests for access shall be directed to Xxxxx X. Xxxxxxxxx (as representative(s) for the Company) or such other information person(s) as Purchaser they may designate from time to time reasonably request regarding the business(each such person, properties an "Authorized Representative"); and personnel of the Transferred Entitiesprovided, in each case of clauses further, that such access shall not extend to any (i) and sampling, investigation or analysis of soil, groundwater, building materials, indoor or outdoor air, or other environmental media of the sort generally referred to as a "Phase II" environmental investigation, (ii) trade secrets or other competitively sensitive information or (iii) information that is subject to any applicable confidentiality restrictions or attorney-client, work product or other privilege, or that would violate a Privacy Law, Healthcare Law, Privacy Agreement, or the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations Company's or any of its Subsidiaries' own written policies in existence as of the Transferred Entities after date hereof relating to privacy, data protection, and the Closing; collection and use of Personal Information collected, used, or held for use by the Company or its Subsidiaries (provided, that the Company shall not be required to, and shall not be required use commercially reasonable efforts to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any alternative arrangements to disclose such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and information in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as that does not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, waive or violate such Contractprivilege, Law, contract or policy). Neither the Company nor the Seller makes any representation or warranty as applicable. Purchaser shall not, and shall cause its representatives not to, use to the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a) for any purpose unrelated 7.02, other than to furthering the consummation extent expressly provided in the representations and warranties of the Sale or planning for Seller and the operations of Company expressly and specifically set forth in Article IV and Article V, as qualified by the Transferred Entities after the Closing, and all such Disclosure Schedules. The information shall provided pursuant to this Section 7.02 will be subject to the terms non-disclosure obligations of the Confidentiality Non-Disclosure Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from From the date hereof to the earlier of until the Closing Date and or the valid earlier termination of this Agreement pursuant to Section 7.1Agreement, to (i) afford to the Company, consistent with applicable Law, shall provide the Purchaser and its representatives, subject to applicable Law, authorized representatives with reasonable access at all reasonable times and upon reasonable advance notice to the offices, properties, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its Subsidiaries in order for the Purchaser to have the opportunity to make such investigation as it shall reasonably desire of the affairs of the Company and its Subsidiaries (after taking into account any applicable COVID-19 Measures) and does not jeopardize the health and safety of any employee of the Company or its Subsidiaries; provided, that such access does not unreasonably interfere with the normal operations of the Company and its Subsidiaries; provided, further, that all requests for access shall be directed to Xxxxx Xxxxxxx (as representatives for the Company) or such other information person(s) as Purchaser they may designate from time to time reasonably request regarding the business(each such person, properties an “Authorized Representative”); and personnel of the Transferred Entitiesprovided, in each case of clauses further, that such access shall not extend to any (i) and environmental sampling or testing or invasive or subsurface investigation, (ii) trade secrets or other competitively sensitive information or (iii) any information that is subject to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; providedany applicable confidentiality restrictions or attorney-client, work product or other privilege (provided that the Company shall not be required to, and shall not be required use commercially reasonable efforts to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any alternative arrangements to disclose such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and privileged information in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as that does not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, waive or violate such Contractprivilege). None of the Company, any of the Sellers or the Representative makes any representation or warranty as applicable. Purchaser shall not, and shall cause its representatives not to, use to the accuracy of any information obtained (if any) provided pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation 8.02, and none of the Sale Purchaser, the Merger Sub or planning the Blocker Purchaser may rely on the accuracy of any such information, in each case, other than to the extent expressly provided in the representations and warranties of the Company or the Blocker Sellers expressly and specifically set forth in Article V or Article VI, respectively, as qualified by the Disclosure Schedules. The information provided pursuant to this Section 8.02 will be used solely for the operations purpose of effecting the Transferred Entities after the Closingtransactions contemplated hereby, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 6.06, from the date hereof to until the earlier of the Closing Date and the valid termination of this Agreement pursuant and the Closing Date, the Company shall provide the Parent and its authorized representatives reasonably acceptable to Section 7.1the Company (the “Parent’s Representatives”) with reasonable access during normal business hours, and upon reasonable notice, to (i) afford to Purchaser the offices, properties, senior personnel, and its representatives, subject to applicable Law, reasonable access to the all financial books and records of the Transferred Entities and (ii) furnish Group Companies in order for the Parent to Purchaser and its representatives have the opportunity to make such other information investigation as Purchaser may from time to time it shall reasonably request regarding desire in connection with the business, properties and personnel consummation of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closingtransactions contemplated hereby; provided, however, that (a) in exercising access rights under this Section 5.02, the Company Parent and the Parent’s Representatives shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not permitted to interfere unreasonably with the business or operations conduct of the Transferred Entities business of any Group Company and (b) the Company may elect to limit, or otherwise cause any unreasonable interference with the prompt and timely discharge Group Company to limit, disclosure of any information to certain Persons designated as a “clean team” by the employees of Parent (which Persons must be reasonably acceptable to the Transferred Entities of their normal dutiesCompany). Notwithstanding anything herein to the foregoing provisions of this Section 5.1(a)contrary, the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant no such access or examination shall be permitted to the extent that it would require any Group Company to disclose information subject to Purchaser attorney-client privilege or attorney work-product privilege, conflict with any of its representatives that third party confidentiality obligations to which any Seller Group Company is bound, or the Company reasonably determines in good faith would (w) contravene violate any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information . Notwithstanding anything contained herein to the extent doing so would not contravene such applicable Lawcontrary, cause such disclosure, jeopardize such privilege with respect to such information, no access or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained examination provided pursuant to this Section 5.1(a) for 5.02 shall qualify or limit any purpose unrelated representation or warranty set forth herein or the conditions to furthering Closing set forth in Section 7.01(a). The Parent acknowledges that the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, Parent is and all such information shall be subject to the terms of remains bound by the Confidentiality Agreement between Par Pharmaceutical, Inc. and the Company dated November 6, 2013 (the “Confidentiality Agreement”).

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, During the period from the date hereof to the earlier of this Agreement until the Closing Date and or the valid earlier termination of this Agreement pursuant to Section 7.18.01, each of the Company and EHO will provide Buyer and its authorized representatives (“Buyer’s Representatives”) with access to (ia) afford to Purchaser and its representativesthe offices, subject to applicable Lawproperties, reasonable access to the contracts, books and records of the Transferred Entities Acquired Companies as reasonably requested by Buyer in order for Buyer to have the opportunity to make such investigation as it reasonably desires to make of the affairs of the Acquired Companies (except that Buyer will conduct no physically invasive sampling or testing, including soil or groundwater sampling, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or delayed)) and (iiy) furnish to Purchaser all officers and its representatives such other information as Purchaser may from time to time reasonably request regarding management-level employees of the business, properties Company for discussion of the business operations and personnel of the Transferred EntitiesAcquired Companies; provided, however, in each case of clauses (i) and (ii) case, such access shall be provided only during normal business hours upon reasonable advance notice to the extent necessary for Purchaser Acquired Companies, under the supervision of the Company’s personnel and in such a manner as not to prepare for interfere with the Closing and/or planning for the normal operations of the Transferred Entities after the Closing; providedsuch Acquired Company. All requests by Buyer or Buyer’s Representatives for access pursuant to this Section 6.02 shall be submitted or directed exclusively to Seller, that Xxxxxxx, LLC or such other individuals as the Company shall not be required tomay designate in writing from time to time. Notwithstanding anything to the contrary in this Agreement, and shall (a) the Acquired Companies will not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct disclose any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser Buyer or any of its representatives that any Seller or the Company reasonably determines in good faith Buyer’s Representatives if such disclosure would (wi) jeopardize any attorney-client or other legal privilege or (ii) contravene any applicable LawLaws, fiduciary duty or agreement entered into prior to the date hereof and (xb) relate prior to any litigation the Closing Date, without the prior written consent of the Company (not to be unreasonably withheld, conditioned or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (xdelayed), neither Buyer nor any of Buyer’s Representatives shall contact or cause to be contacted any customers of the Company shall give written notice to Purchaser of concerning the fact transactions contemplated hereby. Buyer acknowledges that such documents it is and information listed above are being withheld remains bound by the Non-Disclosure Agreement, dated August 17, 2015, between Amedisys and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable LawXxxxxxx, cause such disclosure, jeopardize such privilege with respect to such information, or violate such ContractLLC, as applicable. Purchaser shall notagent for the Company (the “Confidentiality Agreement”), and that Buyer shall cause its representatives not to, use any information obtained pursuant Buyer’s Representatives to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to abide by the terms of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representativesSubject to Section 7.08, from the date hereof to the earlier of until the Closing Date and Date, the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Company shall provide the Purchaser and its representatives, subject to applicable Law, authorized representatives (the “Purchaser’s Representatives”) with reasonable access during normal business hours and upon reasonable notice to the offices, properties, senior personnel, books and records of the Transferred Entities and (ii) furnish to Purchaser Company and its representatives Subsidiaries in order for the Purchaser to have the opportunity to make such other information investigation as Purchaser may from time it shall reasonably desire to time reasonably request regarding the business, properties and personnel make of the Transferred Entitiesaffairs of the Company and its Subsidiaries; provided that, in each case of clauses notwithstanding the foregoing, (ia) and (ii) to such access does not unreasonably interfere with the extent necessary for Purchaser to prepare for the Closing and/or planning for the normal operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives toSubsidiaries, make available personnel files until after the Closing Date. Any (b) such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not the Company reasonably determines to interfere unreasonably with be appropriate to protect the business or operations confidentiality of the Transferred Entities transactions contemplated by this Agreement and (c) nothing herein shall require the Company to provide access to, or otherwise to disclose any information to, the Purchaser if such access or disclosure would be reasonably likely to (i) cause significant competitive harm to the Company or its Subsidiaries if the transactions contemplated by this Agreement are not consummated, (ii) waive any unreasonable interference with legal privilege or (iii) be in violation of applicable Law (including the prompt and timely discharge by HSR Act) or the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), any agreement to which the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives Subsidiaries is a party. The Purchaser acknowledges that any Seller or Purchaser is and remains bound by that certain confidentiality agreement, between the Purchaser and the Company reasonably determines in good faith would dated April 6, 2015 (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case “Confidentiality Agreement”). The provision of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for 6.02 shall not expand the remedies available hereunder to the Purchaser or its Affiliates under this Agreement in any purpose unrelated manner. The information provided pursuant to furthering the consummation of the Sale or planning this Section 6.02 will be used solely for the operations purpose of effecting the Transferred Entities after the Closingtransactions contemplated by this Agreement, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The Company From the date of this Agreement through the earlier of the Closing or the termination of this Agreement, and subject to any restrictions contained in the confidentiality agreements to which Parent, the Sellers or any Transferred Entity is subject (in which case Parent shall use reasonable best efforts to make substitute access arrangements) and the requirements of applicable Laws, Parent shall, and shall cause it Subsidiaries the Sellers and its and their respective representativesTransferred Entities to, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Representatives of Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities Business (including all Tax Returns (but excluding any Parent Combined Tax Return) and supporting Tax documentation), under the supervision of the personnel of Parent or its Subsidiaries, during normal business hours consistent with applicable Law and in accordance with the procedures established by Parent, in each case, as is reasonably requested by Purchaser or its Representatives for any purpose reasonably related to the consummation of the Transactions contemplated hereby; provided, that (a) such access shall not unreasonably interfere with the conduct of the business of the Parent or its Subsidiaries; (b) such access may be modified in light of applicable COVID-19 Measures; (c) Purchaser shall not be permitted to conduct any sampling, non-visual investigation, or testing of any environmental media or building materials (including any commonly known as a Phase II) at any of Parent’s or its Subsidiaries’ properties or facilities; and (d) nothing herein shall require Parent and its Subsidiaries to provide access to, or to disclose any information to, Purchaser if such access or disclosure would be reasonably likely to (i) waive any legal privilege, (ii) furnish be in violation of applicable Law or a Contract or legally binding obligation of confidentiality owing to Purchaser and a third-party by Parent or any of its representatives such other information as Purchaser may from time to time reasonably request regarding Subsidiaries, (iii) disclose any non-financial trade secrets of Parent, the businessSellers, properties and personnel of the Transferred EntitiesEntities or the Business, (iv) disclose information unrelated to the Business (including communications between Parent and the Transferred Entities related to the negotiation of this Agreement and the Transactions), or (v) if Parent or any of its Affiliates, on the one hand, and Purchaser or any of its Affiliates, on the other hand, are adverse parties in a litigation, disclose any information that is reasonably pertinent thereto; provided, that, in each case the cases of clauses (i) and or (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided), that the Company Parent shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives Affiliates to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between notify Purchaser of the Parties, reason such information cannot be disclosed and (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice use reasonable best efforts to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of provide such information to the extent doing so would in a manner that does not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such informationor confidentiality. Until the Closing, or violate such Contract, as applicable. Purchaser shall not, all information and shall cause its representatives not to, use any information obtained documents provided pursuant to this Section 5.1(a6.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall will be subject to the Confidentiality Agreement, and Purchaser acknowledges and agrees that it has and will continue to abide by, and will direct its Representatives to continue to abide by, the terms of the such Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from Between the date hereof and the Closing Date, the Company shall afford to Parent and its authorized representatives (the “Parent Representatives”) reasonable access at reasonable times and upon reasonable notice to the earlier facilities, senior officers, employees, products, processes, technology, business and financial records, contracts, business plans, budget and projections, customers, suppliers and other material information regarding the Company and the Subsidiaries as Parent may reasonably request, and the work papers of Xxxxx & Xxxxx, the Company’s independent accountants, and otherwise provide such assistance as is reasonably requested by Parent in order that Parent may have a full opportunity to make such investigation and evaluation as it shall reasonably desire to make of the Closing Date business and affairs of the Company and the valid termination of this Agreement pursuant to Section 7.1Subsidiaries. In addition, to (i) afford to Purchaser the Company and its representativesofficers and directors shall cooperate fully (including providing introductions where necessary) with Parent to enable Parent to contact such third parties, subject to applicable Lawincluding customers, reasonable access to the books and records prospective customers, specifying agencies, vendors or suppliers of the Transferred Entities Company and (ii) furnish to Purchaser and its representatives such other information the Subsidiaries, as Purchaser may from time to time Parent deems reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closingnecessary; provided, that Parent agrees not to initiate such contacts without the Company shall prior approval of the Company, which approval will not be required to, unreasonably withheld; and shall provided that Parent may not be required to cause its Subsidiaries unreasonably interfere with the Company’s or its or their representatives to, make available personnel files until after the Closing Date. Any any Subsidiary’s normal operations; and provided that all such access under this Section 5.2 shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with coordinated only through the reasonable procedures established by senior officers of the Company. Purchaser Parent acknowledges its obligations pursuant to the confidentiality letter agreement, dated May 17, 2005, between Parent and its representatives shall conduct any such activities in such a manner so the Company, as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge supplemented by the employees of letter agreement, dated June 28, 2005, between Parent and the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a)Company (collectively, the Company shall not be required by this Section 5.1(a“Confidentiality Agreement”) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to any Evaluation Materials (as such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject to the terms of term is defined in the Confidentiality Agreement) disclosed to Parent and the Parent Representatives by the Company pursuant to the covenants contained in this Section 5.2.

Access to Books and Records. (a) The Company shall, and shall cause it Subsidiaries and its and their respective representatives, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1, to (i) afford to Purchaser and its representatives, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning for the operations of the Transferred Entities after the Closing, and all such information shall be subject Subject to the terms of the Confidentiality Agreement, the Company shall provide Buyer and its authorized representatives (collectively, the “Buyer’s Representatives”) with reasonable access during normal business hours and upon reasonable prior written notice to the offices, properties, appropriate officers, employees and representatives, books and records and other information of the Company and its Subsidiaries as Buyer may from time to time reasonably request; provided, however, that (a) the Company may refuse the Buyer’s Representatives access if the Company determines such access may unreasonably interfere with any of the businesses or operations of the Company or any of its Subsidiaries; (b) neither the Buyer’s Representatives nor their respective representatives shall contact or have any discussions with any of the landlords/sub-landlords, tenants/subtenants, customers, clients, employees (to the extent Buyer and the Buyer’s Representatives have not been in communication with such employees prior to the date hereof regarding the transactions contemplated by this Agreement), insurance companies, producers, licensors, suppliers, or other business relations of the Company or its Subsidiaries regarding the transactions contemplated by this Agreement without the prior written consent of the Company; (c) Buyer shall be responsible for any damage to any Leased Real Property or any other assets or property of the Company or its Subsidiaries caused by any of the Buyer’s Representatives; (d) the Company shall not be required to (or cause any of its Subsidiaries to) so confer, afford such access or furnish such copies or other information to the extent that doing so would result in the breach of any confidentiality or similar agreement to which the Company or any of its Subsidiaries is a party or the loss of attorney-client privilege (provided that the Company shall use its reasonable efforts to allow for such access or disclosure in a manner that does not violate any Antitrust Laws or result in a breach of such agreement or a loss of attorney-client privilege, and shall otherwise notify Buyer of any such access or information withheld pursuant to this clause (d)); and (e) nothing herein shall permit Buyer or the Buyer’s Representatives to take copies or samples of materials or substances or to conduct any Phase II or other intrusive environmental assessment or investigation in or on the Company’s or its Subsidiaries’ assets or properties.

Access to Books and Records. (a) The During the Interim Period, the Company and Sellers shall, and shall cause it each of the Company’s Subsidiaries to, provide Buyer and its Advisors with reasonable access, during normal business hours and their respective representativesupon reasonable advance notice, from the date hereof to the earlier facilities, assets, properties, financial information, senior management-level employees, books and records, contracts and documents of or regarding the Company and its Subsidiaries as reasonably requested from time to time; provided that (a) such access does not unreasonably interfere with the normal operations of the Closing Date Company or any of its Subsidiaries, or involve any environmental sampling or testing or invasive or subsurface investigations, (b) such access shall occur in such a manner as Sellers and the valid termination Company reasonably determine to be appropriate to protect the confidentiality of this Agreement pursuant the Transactions, and (c) nothing herein shall require Sellers or the Company to Section 7.1provide access to, or to disclose any information to, Buyer or any of its Advisors if such access or disclosure (i) afford to Purchaser jeopardize the attorney-client privilege or other legal immunity or protection from disclosure of Sellers, the Company and its representativesSubsidiaries, subject to applicable Law, reasonable access to the books and records of the Transferred Entities and (ii) furnish would contravene any Law (including applicable Antitrust Laws and any applicable data privacy Laws), Contract or other obligation of confidentiality to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding which a Seller, the business, properties and personnel Company or any of the Transferred EntitiesCompany’s Subsidiaries is subject to, or (iii) includes information that could reasonably be expected to result in each case of competitive harm to the Company or its Subsidiaries if provided to the Buyer or its Affiliates if the transactions contemplated by this Agreement are not consummated; provided, that, the Company shall use its reasonable best efforts to allow for such access and disclosure in a manner that does not give rise to the foregoing clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date). Any such access shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities in such a manner so as not to interfere unreasonably with the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose The information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained provided pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation of the Sale or planning 6.02 will be used solely for the operations purpose of effecting the Transferred Entities after the ClosingTransactions, and will be governed by all such information shall be subject to the terms and conditions of the Confidentiality Agreement.

Access to Books and Records. (a) The Company shall, At the request and shall cause it Subsidiaries and its and their respective representatives, from the date hereof to the earlier expense of the Closing Date and Limited Partner, the valid termination of this Agreement pursuant Limited Partner shall have the right for its then currently engaged independent accountants to Section 7.1have access, to (i) afford to Purchaser and its representatives, subject to applicable Law, at all reasonable access to the books and records of the Transferred Entities and (ii) furnish to Purchaser and its representatives such other information as Purchaser may from time to time reasonably request regarding the business, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; provided, that the Company shall not be required to, and shall not be required to cause its Subsidiaries or its or their representatives to, make available personnel files until after the Closing Date. Any such access shall be at Purchaser’s sole cost and expense, and occur times upon reasonable prior notice during normal business hours, upon reasonable prior written notice to audit and examine, and make copies or extracts of or from the books, records and accounts of the Partnership and its Subsidiaries, if any, in accordance order to verify the accuracy of the allocations and distributions made pursuant to Articles 4 and 5 and the financial statements, reports and information required to be provided pursuant to Section 6.5(a) and the compliance of the Partnership and the General Partner with the terms of this Agreement. Such rights of access, audit and inspection shall terminate three (3) years after the close of each Fiscal Year to which such financial statements, reports and information, as the case may be, relate. The Limited Partner shall enter into a written engagement with such accountants, a copy of which shall be provided to the General Partner, providing that (i) the scope of the engagement with respect to such audit and examination is limited to the rights provided in this Section 6.4 and, if the audit is performed in connection with another audit permitted by any other agreement between an 53 49 Affiliate of the Limited Partner and the Partnership, the rights of such Affiliate under such other agreement, (ii) such accountants agree to use reasonable procedures established by efforts, consistent with their professional responsibility, the Company. Purchaser availability of materials and its representatives shall conduct information and the level of assistance received, to conclude the audit and examination within a reasonable period of time, and (iii) such accountants agree to keep any such activities in such a manner so as information to which they have access pursuant to the foregoing confidential and not to interfere unreasonably with disclose to the business or operations of the Transferred Entities or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees of the Transferred Entities of their normal duties. Notwithstanding the foregoing provisions of this Section 5.1(a), the Company shall not be required by this Section 5.1(a) to Limited Partner (and shall not be required to cause its Subsidiaries and its and their representatives to) grant access or disclose information to Purchaser or any of its representatives that Affiliates) any Seller or information other than information relating to the Company reasonably determines in good faith would (w) contravene any applicable Lawaccuracy of such allocations, (x) relate to any litigation or similar dispute between the Partiesdistributions, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; providedfinancial statements, thatreports and information, except in as the case may be, and the compliance of clause the Partnership and the General Partner with the terms of this Agreement and in no event shall quantities or prices or rebates to individual customers be disclosed to the Limited Partner (x)or any of its Affiliates) or any other Person. Notwithstanding the foregoing, provided no Allocation Shortfall has occurred and remains uncured, the Company Limited Partner shall give written notice to Purchaser not, during each period from December 15 of any Fiscal Year through January 31 of the fact that following Fiscal Year, exercise its rights of access, audit and inspection under this Section and, during the period from February 1 through the last day of February of any Fiscal Year, exercise such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege rights with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for any purpose unrelated to furthering the consummation activities of the Sale or planning for Partnership during the operations last Fiscal Quarter of the Transferred Entities after the Closing, and all such information shall be subject to the terms of the Confidentiality Agreementprior Fiscal Year.

Access to Books and Records. (a) The From the date hereof until the Closing, the Company shall, and shall cause it Subsidiaries and its and their respective representativeseach other Seller to, from the date hereof to the earlier of the Closing Date and the valid termination of this Agreement pursuant to Section 7.1during normal business hours, to upon reasonable notice (i) afford to Purchaser the Buyer and its representativesAffiliates, subject to applicable Law, and their Representatives reasonable access to and the right to inspect all of the Company Facilities, books and records of records, Transferred Contracts, Shared Contracts and other documents and data related to the Transferred Entities and Business, including all Inactive Contracts; (ii) furnish to Purchaser the Buyer and its representatives Affiliates and their Representatives with such financial, operating and other data and information related to the Business as Purchaser the Buyer or any of its Affiliates, or any of their Representatives may from time to time reasonably request regarding the businessprovided, properties and personnel of the Transferred Entities, in each case of clauses (i) and (ii) to the extent necessary for Purchaser to prepare for the Closing and/or planning for the operations of the Transferred Entities after the Closing; providedhowever, that the Company shall not be required toto provide access to any consolidated, combined, affiliated or unitary income Tax Return of the Company or any of its Affiliates; (iii) as soon as reasonably practicable after the date hereof, provide the Buyer and shall not be required its Affiliates and their Representatives a complete list of all Shared Contracts; and (iv) use reasonable best efforts to cause the Representatives of the Sellers to cooperate with the Buyer in its Subsidiaries or its or their representatives toinvestigation of the Business; provided, make available personnel files until after the Closing Date. Any however, that any such access investigation shall be at Purchaser’s sole cost and expense, and occur during normal business hours, upon reasonable prior written notice and in accordance with the reasonable procedures established by the Company. Purchaser and its representatives shall conduct any such activities conducted in such a manner so as not to unreasonably interfere unreasonably with the business or operations operation of the Transferred Entities Business or otherwise cause any unreasonable interference with the prompt and timely discharge by the employees other businesses of the Transferred Entities of their normal dutiesSellers. Notwithstanding the foregoing provisions of this Section 5.1(a)foregoing, the Company no Seller shall not be required by this Section 5.1(a) to (and shall not be required to cause its Subsidiaries and its and their representatives to) grant provide access to or disclose information to Purchaser or any of its representatives that any Seller or the Company reasonably determines in good faith would (w) contravene any applicable Law, (x) relate to any litigation or similar dispute between the Parties, (y) jeopardize an attorney/client or attorney work product privilege or (z) violate an existing Contract; provided, that, except in the case of clause (x), the Company shall give written notice to Purchaser of the fact that such documents and information listed above are being withheld and thereafter the Parties shall cooperate in seeking to allow disclosure of such information to the extent doing so would not contravene such applicable Law, cause such disclosure, jeopardize such privilege with respect to such information, or violate such Contract, as applicable. Purchaser shall not, and shall cause its representatives not to, use any information obtained pursuant to this Section 5.1(a) for where such access or disclosure would (x) upon the advice of counsel, jeopardize the attorney-client privilege, other privilege or work product protection of any purpose unrelated Seller or (y) contravene any applicable Laws or binding agreement entered into by any Seller prior to furthering the consummation date of this Agreement; provided, that the Sale or planning for Sellers shall use reasonable commercial efforts to permit the operations disclosure of the Transferred Entities after the Closing, and all such information without causing such loss of such privilege or contravention of such Law or binding agreement. For the avoidance of doubt, such access shall be subject comply with Seller’s reasonable insurance and security requirements and not include the right to the terms of the Confidentiality Agreementperform any invasive testing.