Common use of Access to Company Information Clause in Contracts

Access to Company Information. During the Interim Period, the Company shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time; provided, that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the Merger, in accordance with the terms and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any way the rights and remedies of Parent or Merger Sub pursuant to this Agreement.

Access to Company Information. During the Interim PeriodUpon reasonable notice, the Seller shall, and shall cause Services I, Services II or Services, LP, and each Company Subsidiary, to, afford to the Representatives of the Buyer reasonable access, during normal business hours throughout the period prior to the Closing Date, to all of the Company's properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and the Affected Employees and, during such period, the Seller shall, and shall cause Services I, Services II or Services, LP, and each Company Subsidiary, to, furnish promptly to the Buyer and its Representatives, (i) access to each report, Schedule and other document filed or received by the Seller (with respect to the Company) or the Company pursuant to the requirements of federal or state securities laws or filed with or sent to any federal or state regulatory agency or commission and (ii) access to all information concerning the Integrated Assets and the Company and its respective directors and officers and such other matters as may be reasonably requested by the Buyer or its Representatives in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement; provided, however, that (i) any such access shall be granted only in such a manner as not to interfere unreasonably with the Seller's business operations in respect of the Company or otherwise, (ii) upon being granted such access, the Buyer shall not interfere with the Seller's business operations in respect of the Company or otherwise, (iii) in granting any such access the Seller, Services I, Services II, Services, LP and the Company Subsidiaries shall not be required to take any action that would constitute a waiver of any legal privilege, including the attorney-client privilege, the work product privilege and the self critical investigation privilege, (iv) in granting any such access, the Seller, Services I, Services II, Services, LP and the Company Subsidiaries shall not be required to provide the Buyer with access to any information which the Seller, Services I, Services II, Services, LP or any Company Subsidiary is under a legal or contractual obligation to withhold from disclosure, and (v) in granting such access, the Seller, Services I, Services II, Services, LP and the Company Subsidiaries shall not be required to provide the Buyer with access to any information that relates exclusively to the Excluded Assets, provided that, in all cases, the Seller shall be entitled to redact information relating to the Excluded Assets from any information to which the Buyer is granted access. The Buyer shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent hold in strict confidence all documents and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of Seller or the Company and its Subsidiaries as Parent may reasonably request from time furnished or made available to time; provided, that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply it in connection with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the Merger, Agreement in accordance with the terms Confidentiality Agreement, dated January 5, 2001, entered into by and provisions among the Seller, DQE and the Buyer (as amended on April 12, 2002, the "Confidentiality Agreement"); provided, however, that the Buyer shall not be in breach of this the Confidentiality Agreement if, following the Closing, it uses Proprietary Information (as defined in the Confidentiality Agreement) that is or was developed for, used by, or otherwise prejudicerelated to the operations of the Company; provided, limit further, that notwithstanding the foregoing, in no event shall the Buyer or otherwise affect any Buyer Subsidiary (including after the Closing, the Company) directly disclose any such Proprietary Information in any way manner that is inconsistent with paragraph (iv) of the rights Acknowledgment and remedies Amendment to the Confidentiality Agreement dated April 12, 2002 (except for disclosures made after the Closing to either Xxxxxx Xxxx or Xxxxxx Xxxx Xxxxx but, in either case, only if such person shall have been hired by the Company and except for disclosures of Parent or Merger Sub pursuant (i) employee information related to this AgreementAffected Employees, (ii) purchase contracts for goods and services of the Company that were in effect prior to the Closing, (iii) work orders of the Company relating to the balance sheet of the Company at the Closing, and (iv) such other information the disclosure of which is approved by the Seller and DQE).

Access to Company Information. During (a) Subject to Section 6.05(b), from the Interim Perioddate of this Agreement to the Effective Time or the earlier termination of this Agreement pursuant to Section 8.01, the Company shall, and shall cause each of its Subsidiaries and each of its and their respective officers, directors, employees and other Representatives to, afford : (a) provide to Parent and Parent’s each of its respective Representatives reasonable access, at access during normal business hours and upon reasonable times and in a manner as shall not unreasonably interfere with the business or operations of prior notice to the Company or any Subsidiary thereofand its Subsidiaries, to the officers, employees, accountantsagents, agentsContracts, properties, officesassets, offices and other facilities and to all books, records, contracts, and other assets of the Company and its SubsidiariesSubsidiaries and to the books and records thereof and (b) furnish, and the Company shallor cause to be furnished, and shall cause its Subsidiaries to, furnish promptly to Parent (i) such other reasonably available information concerning the business business, properties, Contracts, assets, liabilities, personnel and properties other aspects of or information concerning the Company and its Subsidiaries as Parent or its respective Representatives may reasonably request from time and (ii) to timeParent, with respect to each fiscal month ending after the date of this Agreement, unaudited monthly consolidated balance sheets of the Company and its Subsidiaries for each fiscal month then ended and related consolidated statements of operations and cash flows (which the Company shall furnish to Parent promptly following the end of each such month); provided, however, that such access may be limited by the foregoing shall not require the Company to disclose any information to the extent reasonably necessary such disclosure would (xa) for the Company and each of its Subsidiaries to comply with any applicable COVID-19 Measures contravene Applicable Law or (yb) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of attorney-client privilege or any similar applicable privilege of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (Subsidiaries; provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties Parties shall use their respective commercially reasonable best efforts to cause such information to be provided in a manner that would not result in does contravene Applicable Law or jeopardize any such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental mediaprivilege. No investigation made or information provided, made available or delivered to Parent, Merger Subsidiary, Merger Subsidiary Two or any of their respective Representatives pursuant to this Section 6.05 shall affect or be deemed to affect any of the Company’s representations, warranties, covenants, rights or agreements contained herein (remedies, or Parent’s reliance on the same), the conditions to the obligations of of, the parties to consummate the transactions contemplated by this Agreement, including the Merger, in accordance with the terms and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any way the rights and remedies of Parent or Merger Sub pursuant to this AgreementParties hereunder.

Access to Company Information. During Upon reasonable notice, the Interim PeriodSeller shall, and shall cause the Company and each Company Subsidiary to, afford to the Representatives of the Buyer reasonable access, during normal business hours throughout the period prior to the Closing Date, to all of the Company’s and the Company Subsidiaries’ properties, books, contracts, commitments and records (including, but not limited to, Tax Returns) and, during such period, the Seller shall, and shall cause the Company and each Company Subsidiary to, furnish promptly to the Buyer and its Representatives, (i) access to each report, schedule and other document filed or received by the Company or any Company Subsidiary pursuant to the requirements of federal or state securities laws or filed with or sent to any federal or state regulatory agency or commission and (ii) access to all information concerning the Company or any Company Subsidiary and its or their respective directors and officers and such other matters as may be reasonably requested by the Buyer or its Representatives in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement; provided, however, that (i) any such access shall be granted only in such a manner as not to interfere unreasonably with the Seller’s business operations in respect of the Company and the Company Subsidiaries or otherwise, (ii) upon being granted such access, the Buyer shall not interfere with the Seller’s business operations in respect of the Company and the Company Subsidiaries or otherwise, (iii) in granting any such access the Seller, the Company and the Company Subsidiaries shall not be required to take any action that would constitute a waiver of any legal privilege, including the attorney-client privilege, the work product privilege and the self critical investigation privilege, (iv) in granting any such access, the Seller, the Company and the Company Subsidiaries shall not be required to provide the Buyer with access to any information which the Seller, the Company or any Company Subsidiary is under a legal or contractual obligation to withhold from disclosure, and (v) in granting such access, the Seller, the Company and the Company Subsidiaries shall not be required to provide the Buyer with access to any information that relates exclusively to the Excluded Assets, provided that, in all cases, the Seller shall be entitled to redact information relating to the Excluded Assets from any information to which the Buyer is granted access. The Buyer shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent hold in strict confidence all documents and Parent’s Representatives reasonable accessinformation concerning the Seller, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Company Subsidiary thereof, furnished or made available to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time; provided, that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply it in connection with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the Merger, Agreement in accordance with the terms Confidentiality Agreement entered into by and provisions between DQE, Inc., on the one hand, and Txxxx X. Xxxxxxx and Txxx Xxxxxxx, on the other hand, and by which the Buyer is bound as an affiliate of this Agreement or otherwise prejudice, limit or otherwise affect in any way Messrs. Bxxxxxx and Mxxxxxx (the rights and remedies of Parent or Merger Sub pursuant to this “Confidentiality Agreement”).

Access to Company Information. During Upon reasonable notice, the Interim PeriodSeller shall, and shall cause the Company and each Company Subsidiary to, afford to the officers, directors, employees, accountants, counsel, investment bankers, financial advisors and other representatives (collectively, "REPRESENTATIVES") of the Purchaser reasonable access, during normal business hours throughout the period prior to the Closing Date, to all of the Company's and the Company Subsidiaries' properties, books, contracts, commitments and records and, during such period, the Seller shall, and shall cause the Company and each Company Subsidiary to, furnish promptly to the Purchaser and its Representatives, (i) access to each report, schedule and other document filed or received by the Company, each Company Subsidiary pursuant to the requirements of federal or state securities laws or filed with or sent to any federal or state regulatory agency or commission and (ii) access to all information concerning the Company, each Company Subsidiary and its respective directors and officers and such other matters as may be reasonably requested by the Purchaser or its Representatives in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. The Purchaser agrees to indemnify and hold the Seller, the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of the Purchaser, and any loss, damage to or destruction of any property owned by the Seller, the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Representatives of the Purchaser during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date, whether pursuant to this Section 6.1 or otherwise. None of the Purchaser nor any of its Representatives shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date. Each party shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent hold in strict confidence all documents and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time other furnished to time; provided, that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply it in connection with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the Merger, Agreement in accordance with the terms Confidentiality Agreement, dated November 15, 2001, as amended, entered into by and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any way between the rights Seller and remedies of Parent or Merger Sub pursuant to this Agreementthe Purchaser (the "CONFIDENTIALITY AGREEMENT").

Access to Company Information. During (a) From the Interim Perioddate hereof until the Closing, upon reasonable notice, the Company shall, and DC Contributors shall cause its Subsidiaries the Company and its each Company Subsidiary and each of their respective officers, directors, employees employees, agents, representatives, accountants and counsel to (i) afford the Investor and its authorized representatives reasonable access to the personnel, offices, properties and other Representatives tofacilities, and books and records, and use its reasonable efforts to afford access to Parent and Parent’s Representatives reasonable accessaccountants, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any and each Company Subsidiary thereof, and (ii) prepare and furnish to the officers, employees, accountants, agents, properties, offices, and authorized agents and representatives of the Investor such additional financial and operating data and other facilities and to all books, records, contracts, and other assets of information regarding the Company and its Subsidiaries, Financial Services Business and the Company shall, Industrial Business (and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning regular reports thereon) as the business and properties of the Company and its Subsidiaries as Parent Investor may reasonably request from time to timetime reasonably request; provided, however, that any such access may or furnishing of information shall be limited by conducted at the Company to Investor’s expense, during normal business hours, under the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety supervision of any of the DC Contributors’ personnel and in such a manner as not to materially interfere with the normal operations of the Financial Services Business or the Industrial Business, as the case may be. In furtherance of the foregoing, following the expiration or termination of mandatory waiting periods (and any extension thereof) prescribed by the HSR Act, the Antitrust Laws under Council Regulation (EC) No. 139/2004 of 20 January 2004 and Part IX of the Competition Act (Canada), the DC Contributors shall cause the Company or its applicable Subsidiary’s to provide office space at the respective Representatives or commercial partners headquarters of the Industrial Services Business and the Financial Services Business for a reasonable number of representatives of the Investor, together with customary administrative support, so as to enable such representatives to facilitate the development of the Ancillary Agreements and to plan for an efficient execution of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, the DC Contributors shall not be required to disclose any information to the Investor if such disclosure would, in the DC Contributors’ reasonable determination, (x) cause significant competitive harm to the Company Business if the transactions contemplated hereby are not consummated (provided that, in connection with such determination, the case DC Contributors shall consider reasonable special access procedures in order to reduce the likelihood of each competitive harm resulting from the disclosure of clauses (x) and such information), (y) based on the written advice of outside counsel to the DC Contributors, violate the attorney client or work product privileges of the DC Contributors or any of their Affiliates (provided that, in making such determination, the DC Contributors and such outside counsel shall take into account the effect on the preservation of such privilege of any joint defense agreement which the Investor may propose to enter into in connection with the disclosure of such information), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided or (or otherwise convey such information regarding the applicable matter as can be conveyedz) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law Law, fiduciary duty or binding agreement of the DC Contributors or any Affiliates thereof entered into prior to the date hereof (it being agreed that provided that, to the parties shall extent reasonably requested by the Investor, the DC Contributors will use their its commercially reasonable best efforts to cause seek such information amendments or waivers as may be required to be provided in a manner that would not result in avoid such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the Merger, in accordance with the terms and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any way the rights and remedies of Parent or Merger Sub pursuant to this Agreement.

Access to Company Information. During Upon reasonable notice, the Interim PeriodSeller shall, and shall cause the Company and each Company Subsidiary to, afford to the officers, directors, managers, employees, accountants, counsel, investment bankers, financial advisors and other representatives (collectively, "REPRESENTATIVES") of the Purchaser reasonable access, during normal business hours throughout the period prior to the Closing Date, to all of the Company's and the Company Subsidiaries' properties, books, contracts, commitments and records and, during such period, the Seller shall, and shall cause the Company and each Company Subsidiary to, furnish promptly to the Purchaser and its Representatives, (i) access to each report, schedule and other document filed or received by the Company, each Company Subsidiary pursuant to the requirements of federal or state securities laws or filed with or sent to any federal or state regulatory agency or commission and (ii) access to all information concerning the Company, each Company Subsidiary and its respective managers and officers and such other matters as may be reasonably requested by the Purchaser or its Representatives in 22 connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. The Purchaser agrees to indemnify and hold the Seller, the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of the Purchaser, and any loss, damage to or destruction of any property owned by the Seller, the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Representatives of the Purchaser during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date, whether pursuant to this Section 6.1 or otherwise. None of the Purchaser nor any of its Representatives shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date. Each party shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent hold in strict confidence all documents and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time other furnished to time; provided, that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply it in connection with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the Merger, Agreement in accordance with the terms Confidentiality Agreement, dated November 15, 2001, as amended, entered into by and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any way between the rights Seller and remedies of Parent or Merger Sub pursuant to this Agreementthe Purchaser (the "CONFIDENTIALITY AGREEMENT").

Access to Company Information. During Upon reasonable notice, the Interim PeriodSeller shall, and shall cause the Company and each Company Subsidiary to, afford to the officers, directors, employees, accountants, counsel, investment bankers, financial advisors and other representatives (collectively, "Representatives") of the Purchaser reasonable access, during normal business hours throughout the period prior to the Closing Date, to all of the Company's and the Company Subsidiaries' properties, books, contracts, commitments and records and, during such period, the Seller shall, and shall cause the Company and each Company Subsidiary to, furnish promptly to the Purchaser and its Representatives, (i) access to each report, schedule and other document filed or received by the Company, each Company Subsidiary pursuant to the requirements of federal or state securities laws or filed with or sent to any federal or state regulatory agency or commission and (ii) access to all information concerning the Company, each Company Subsidiary and its respective directors and officers and such other matters as may be reasonably requested by the Purchaser or its Representatives in connection with any filings, applications or approvals required or contemplated by this Agreement or for any other reason related to the transactions contemplated by this Agreement. The Purchaser agrees to indemnify and hold the Seller, the Company and the Company Subsidiaries harmless from any and all claims and liabilities, including costs and expenses for loss, injury to or death of any Representative of the Purchaser, and any loss, damage to or destruction of any property owned by the Seller, the Company or the Company Subsidiaries or others (including claims or liabilities for loss of use of any property) resulting directly or indirectly from the action or inaction of any of the Representatives of the Purchaser during any visit to the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date, whether pursuant to this Section 6.1 or otherwise. None of the Purchaser nor any of its Representatives shall conduct any environmental testing or sampling on any of the business or property sites of the Company or the Company Subsidiaries prior to the Closing Date. Each party shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent hold in strict confidence all documents and Parent’s Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time other furnished to time; provided, that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply it in connection with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s representations, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the Merger, Agreement in accordance with the terms Confidentiality Agreement, dated November 15, 2001, as amended, entered into by and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any way between the rights Seller and remedies of Parent or Merger Sub pursuant to this the Purchaser (the "Confidentiality Agreement").

Access to Company Information. During Subject to the Interim Periodterms of that certain Confidentiality Agreement between the Parent and the Company dated as of February 15, 2006 (the “Confidentiality Agreement”), the Company shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent and Parent’s Representatives reasonable its accountants, counsel and other representatives access, at upon reasonable times notice during normal business hours prior to the Closing, to the personnel, properties, books, Contracts and in a manner as shall records of the Company; provided that such access does not unreasonably interfere with disrupt the business or normal operations of the Company or any Subsidiary thereofCompany. Notwithstanding the foregoing, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of (i) the Company and its Subsidiaries, and shall not be required to grant the Company shall, and shall cause its Subsidiaries to, foregoing access or furnish promptly to Parent such other the foregoing information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time; provided, that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where that such access or disclosure would violate or prejudice the rights of its customers, would jeopardize the protection of an attorney-/client privilege or contravene any applicable attorney work product privilege, or is prohibited by Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or an existing Contract, (ii) Parent and its representatives shall not have access to provide personnel records of the Company relating to individual performance or evaluation records or medical histories (and Parent shall not be entitled to conduct any invasive sampling or testing with respect to any Person or the properties of any Person) and (iii) Parent and its representative shall not have access to any property for the purpose of conducting sampling of any environmental media. No investigation shall affect or be deemed to affect other information that in the Company’s representationsopinion is sensitive or the disclosure of which could reasonably be expected to subject the Company to risk of liability. In addition, warranties, covenants, or agreements contained herein (or Parent’s reliance on the same), the conditions to the obligations Parent and its representatives shall not contact any personnel of the parties to consummate Company regarding the transactions contemplated by this Agreement, including Agreement without the Merger, in accordance with express prior written consent of the terms and provisions Chief Executive Officer of this Agreement or otherwise prejudice, limit or otherwise affect in any way the rights and remedies of Parent or Merger Sub Company. All information provided pursuant to this Agreement shall remain subject in all respects to the Confidentiality Agreement. With respect to the exchange of competitively sensitive information, including strategic and marketing plans, pricing material and customer specific data, outside antitrust counsel will be consulted prior to the exchange of such information, and such information shall not be exchanged to the extent such counsel advises against such exchange.

Access to Company Information. During the Interim Period, the Company shall, and shall cause its Subsidiaries and its and their respective officers, directors, employees and other Representatives to, afford to Parent and Parent’s 's Representatives reasonable access, at reasonable times and in a manner as shall not unreasonably interfere with the business or operations of the Company or any Subsidiary thereof, to the officers, employees, accountants, agents, properties, offices, and other facilities and to all books, records, contracts, and other assets of the Company and its Subsidiaries, and the Company shall, and shall cause its Subsidiaries to, furnish promptly to Parent such other information concerning the business and properties of the Company and its Subsidiaries as Parent may reasonably request from time to time; provided, provided that such access may be limited by the Company to the extent reasonably necessary (x) for the Company and each of its Subsidiaries to comply with any applicable COVID-19 Measures or (y) for such access, in light of COVID-19 or COVID-19 Measures, not to jeopardize the health and safety of any of the Company or its applicable Subsidiary’s 's respective Representatives or commercial partners (provided that, in the case of each of clauses (x) and (y), the Company shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide such access as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) in a manner without risking the health and safety of such Persons or violating such COVID-19 Measures). Neither the Company nor any of its Subsidiaries shall be required (i) to provide access to or disclose information where such access or disclosure would jeopardize the protection of attorney-client privilege or contravene any applicable Law or binding agreement entered into prior to the date hereof (it being agreed that the parties shall use their reasonable best efforts to cause such information to be provided in a manner that would not result in such jeopardy or contravention) or (ii) to provide access to any property for the purpose of conducting any testing or sampling of any environmental media. No investigation shall affect or be deemed to affect the Company’s 's representations, warranties, covenants, or agreements contained herein (or Parent’s 's reliance on the same), the conditions to the obligations of the parties to consummate the transactions contemplated by this Agreement, including the MergerMergers, in accordance with the terms and provisions of this Agreement or otherwise prejudice, limit or otherwise affect in any way the rights and remedies of Parent or Merger Sub pursuant to this Agreement.