Common use of Access to Information and Properties Clause in Contracts

Access to Information and Properties. (a) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of information, Parent shall, and shall cause each of its Subsidiaries to, afford to the authorized Representatives of PESI reasonable access during normal business hours during the period prior to the Closing, to all of the Company’s and the Company Subsidiaries properties, offices, contracts, books, commitments, records, and data and, during such period, it shall, and shall make available to the Representatives of PESI all information concerning its business, properties and personnel of the Company and the Company Subsidiaries as PESI may reasonably request. Without limiting the foregoing, Parent shall cooperate and provide the authorized Representatives of PESI with all relevant information reasonably required by PESI or any of such Representatives, in order to successfully transition to PESI, the business of the Company and the Company Subsidiaries. In connection with the overall transitioning, Parent and its Subsidiaries will make reasonably available the Company’s and the Company Subsidiaries’ personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas PESI reasonably considers to be relevant to overall transitioning of the business. Parent understands and agrees that the matters discussed in this Section 5.3(a) may extend to and include on-site interviews and visits to the Company’s and the Company Subsidiaries’ locations and that the determination of the site of any such interviews and visits shall be at the sole decision of PESI acting reasonably. PESI shall coordinate all such on-site interviews and visits through SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇. The cooperation provisions of this Section 5.3(a) extend fully to all of the Company’s and the Company Subsidiaries’ business locations. Parent shall have the right, in its sole discretion, to have a Company Representative present for all interviews and visits. Notwithstanding the foregoing provisions of this Section 5.3(a), neither Parent, the Company nor any of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that Parent shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentence. (b) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of information, for a period not to exceed twelve (12) months from the Closing Date, PESI shall, and shall cause the Company and the Company Subsidiaries to, afford to the authorized Representatives of Parent reasonable access during normal business hours, to all of the Company’s and the Company Subsidiaries books, records and data, and it shall, and shall make available to the Representatives of Parent, all information concerning its business, properties and personnel of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request, in connection with Parent’s preparation of its audited financial statements and annual report on Form 10-K for its fiscal year ended June 30, 2011 and income tax returns for fiscal year ended June 30, 2011 (collectively, “Annual Report Purposes”). In connection therewith, PESI will make reasonably available the Company’s personnel during normal business hours in a manner not to interfere with such personnel performing his or her duties that Parent reasonably considers to be relevant to Annual Report Purposes. Parent shall coordinate all such access with PESI’s Chief Financial Officer, and PESI shall have the right to have a Representative present during all such inspection of such Company’s and the Company’s Subsidiaries books, records and data. Notwithstanding the foregoing provisions of this Section 5.3(b), neither PESI, the Company nor any of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that PESI shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentence. (c) Subject to compliance with applicable Law, from the date hereof until the Closing, each party shall confer, to the extent reasonably needed, with one or more Representatives of the other parties to report operational matters of materiality and the general status of ongoing operations.

Access to Information and Properties. (a) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of information, each of the Company and Parent shall, and shall cause each of its Subsidiaries to, afford to the authorized Representatives representatives of PESI the other party, including officers, employees, accountants, counsel, financial advisors and other representatives of the other party, reasonable access access, during normal business hours during the period prior to the ClosingMerger I Effective Time, to all of the Company’s and the Company Subsidiaries its properties, offices, contracts, books, commitments, records, data and data books and personnel and, during such period, it shall, and shall cause each of its Subsidiaries to, make available to the Representatives of PESI other parties all information concerning its business, properties and personnel of as the Company and the Company Subsidiaries as PESI other parties may reasonably request. Without limiting the foregoing, Parent shall cooperate and provide the authorized Representatives of PESI with all relevant information reasonably required by PESI No party or any of such Representatives, in order to successfully transition to PESI, the business of the Company and the Company Subsidiaries. In connection with the overall transitioning, Parent and its Subsidiaries will make reasonably available the Company’s and the Company Subsidiaries’ personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas PESI reasonably considers to be relevant to overall transitioning of the business. Parent understands and agrees that the matters discussed in this Section 5.3(a) may extend to and include on-site interviews and visits to the Company’s and the Company Subsidiaries’ locations and that the determination of the site of any such interviews and visits shall be at the sole decision of PESI acting reasonably. PESI shall coordinate all such on-site interviews and visits through SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇. The cooperation provisions of this Section 5.3(a) extend fully to all of the Company’s and the Company Subsidiaries’ business locations. Parent shall have the right, in its sole discretion, to have a Company Representative present for all interviews and visits. Notwithstanding the foregoing provisions of this Section 5.3(a), neither Parent, the Company nor any of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that . The Company and Parent shall use Commercially Reasonable efforts to provide such access or information will make appropriate substitute disclosure arrangements under circumstances in a manner that avoids or removes which the impediments described in this sentencerestrictions of the preceding sentence apply. (b) Upon reasonable notice From the date of this Agreement until the Merger I Effective Time, Parent and subject its authorized representatives, including engineers, advisors and consultants, lenders and financing sources, may enter into and upon all or any portion of the Real Property in order to investigate and assess, as Parent reasonably deems necessary or appropriate, the Confidentiality Agreement and applicable Laws relating to environmental condition of the exchange Real Property, the Company Assets or the businesses of informationthe Company or any of its Subsidiaries (the “Parent Investigation”). The Parent Investigation may include a Phase I environmental site assessment, for a period not to exceed twelve (12) months from the Closing Date, PESI or similar or related non-invasive investigation. The Company shall, and shall cause the Company and the Company each of its Subsidiaries to, afford to the authorized Representatives of (i) cooperate with Parent in conducting any such Parent Investigation, (ii) allow Parent reasonable access during normal business hours, to all of the Company’s and its Subsidiaries’ respective businesses, the Real Property and the Company Subsidiaries books, records and dataAssets, and it shallgrant with full permission to conduct any such Parent Investigation, and shall make (iii) provide to Parent all plans, soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of the Company, its Subsidiaries, or any of their predecessors, that are in the possession of the Company or any of its Subsidiaries or are reasonably available to the Representatives of ParentCompany or any Subsidiary from any agent, consultant, contractor or other third party service provider, and all information concerning relating to environmental matters regarding the Company’s and its businessSubsidiaries’ respective businesses, properties and personnel of the Company Real Property and the Company Subsidiaries as Parent Assets that is in the possession of, or its Representatives may reasonably request, in connection with Parent’s preparation of its audited financial statements and annual report on Form 10-K for its fiscal year ended June 30, 2011 and income tax returns for fiscal year ended June 30, 2011 (collectively, “Annual Report Purposes”). In connection therewith, PESI will make reasonably available the Company’s personnel during normal business hours in a manner not to interfere with such personnel performing his or her duties that Parent reasonably considers to be relevant to Annual Report Purposes. Parent shall coordinate all such access with PESI’s Chief Financial Officer, and PESI shall have the right to have a Representative present during all such inspection of such Company’s and the Company’s Subsidiaries books, records and data. Notwithstanding the foregoing provisions of this Section 5.3(b), neither PESIto, the Company nor or any of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that PESI shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentenceSubsidiaries. (c) Subject The Company shall, or shall use commercially reasonable efforts to compliance cause each owner of a Company Vessel subject to a Company Charter (by exercising its inspection rights under the applicable Company Charter) to allow Parent at Parent’s sole cost, risk and expense, to inspect the Company Vessels at any reasonable time, provided that such inspection shall be conducted in a manner that does not unreasonably interfere with applicable Law, from the date hereof until operation of the Closing, each party shall confer, Company Vessels. Any such inspection may include (to the extent reasonably neededpermitted under the applicable Company Charter) the opening up of the machinery and equipment. The Company shall advise Parent upon request of the location and whereabouts of each Company Vessel to facilitate such an inspection. (d) Parent and the Company will hold any information obtained or contemplated under Sections 5.4(a), (b) and/or (c) above in accordance with one the provisions of the confidentiality agreement between the Company and Parent, dated as of August 3, 2006 (the “Confidentiality Agreement”). (e) No investigation by Parent or more the Company or their respective Representatives made pursuant to this Section 5.4 shall affect the representations, warranties, covenants or agreements of the other parties to report operational matters of materiality and the general status of ongoing operationsset forth in this Agreement.

Access to Information and Properties. (a) Upon reasonable notice and subject to the Confidentiality Agreement extent permitted under applicable law, the Company will, and applicable Laws relating will cause its Subsidiaries to, afford to the exchange officers, employees, accountants, counsel, financing sources and other authorized representatives of informationParent, Parent shallreasonable access, during normal business hours during the period before the Effective Time, to all its properties, books, contracts, commitments, and shall records and, during such period, the Company will, and will cause its Subsidiaries to, furnish promptly to Parent (i) a copy of each report, schedule, registration statement, and other document filed or received by it during such period pursuant to the requirements of federal securities laws and (ii) all other information concerning its business, properties, and personnel as Parent or its authorized representatives may reasonably request. The Company will, and will cause each of its Subsidiaries to, afford furnish, to the authorized Representatives extent prepared by the Company in the ordinary course of PESI reasonable access during normal business hours during business, for the period prior to beginning after the Closingdate of this Agreement and ending at the Effective Time, to all as soon as practicable after the end of each month, a copy of the monthly internally prepared financial statements of the Company’s and the Company Subsidiaries properties, officesincluding statements of financial condition, contracts, books, commitments, recordsresults of operations, and data and, during such period, it shallstatements of cash flow, and shall make available to the Representatives of PESI all other information concerning its business, properties and personnel of the Company and the Company Subsidiaries as PESI Parent may reasonably request. Without limiting the foregoing, Parent shall cooperate and provide the authorized Representatives Any investigation pursuant to this Section 5.3 (i) will not affect any representation or warranty in this Agreement of PESI with all relevant information reasonably required by PESI any party hereto or any condition to the obligations of the parties hereto and (ii) must be conducted in such Representatives, in order manner as not to successfully transition to PESI, interfere with the conduct of business of the Company and the Company Subsidiaries. In connection with the overall transitioning, Parent and its Subsidiaries and Parent will make reasonably available take all commercially reasonable precautions to protect and preserve the Company’s and the Company Subsidiaries’ personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas PESI reasonably considers to be relevant to overall transitioning confidentiality of the business. Parent understands and agrees that the matters discussed all information described in this Section 5.3(a) may extend to 5.3 in accordance with and include on-site interviews and visits to the Company’s and extent required by the Company Subsidiaries’ locations and that the determination provisions of the site of any such interviews and visits shall be at the sole decision of PESI acting reasonably. PESI shall coordinate all such on-site interviews and visits through SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇. The cooperation provisions of this Section 5.3(a) extend fully to all of the Company’s and the Company Subsidiaries’ business locations. Parent shall have the right, in its sole discretion, to have a Company Representative present for all interviews and visits. Notwithstanding the foregoing provisions of this Section 5.3(a), neither Parent, the Company nor any of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Confidentiality Agreement; provided, however, that Parent shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentence. (b) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of information, for a period not to exceed twelve (12) months from the Closing Date, PESI shallThe Company will use, and shall will cause the Company its Subsidiaries to use, commercially reasonable efforts to obtain all necessary consents, waivers, and the Company Subsidiaries to, afford to the authorized Representatives of Parent reasonable access during normal business hours, to all approvals under any of the Company’s and or its Subsidiaries’ material agreements, contracts, licenses, or leases in connection with the Merger. (c) The Company Subsidiaries booksacknowledges that, records and data, and it shall, and shall make available prior to the Representatives of ParentEffective Time, all information concerning its business, properties and personnel of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably requestmake available to the Company or its Representatives certain information that is confidential, in connection with Parent’s preparation proprietary or otherwise not publicly available including analyses, forecasts, plans, summaries, studies and the content of discussions, proposals or negotiations between the Company or its audited financial statements Representatives and annual report on Form 10-K for Parent or its fiscal year ended June 30, 2011 and income tax returns for fiscal year ended June 30, 2011 Representatives pursuant to Section 5.2(h)(iv) (collectively, “Annual Report PurposesParent Confidential Information”). In connection therewith, PESI will make reasonably available the Company’s personnel during normal business hours in a manner not ) and agrees that all Parent Confidential Information given by or on behalf of Parent to interfere with such personnel performing his or her duties that Parent reasonably considers to be relevant to Annual Report Purposes. Parent shall coordinate all such access with PESI’s Chief Financial Officer, and PESI shall have the right to have a Representative present during all such inspection of such Company’s and the Company’s Subsidiaries books, records and data. Notwithstanding the foregoing provisions of this Section 5.3(b), neither PESI, the Company nor will not be disclosed, reproduced, disseminated, quoted or referred to by the Company or any of its Subsidiaries or Representatives to any Third Party without the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights prior written consent of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that PESI shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentenceParent. (c) Subject to compliance with applicable Law, from the date hereof until the Closing, each party shall confer, to the extent reasonably needed, with one or more Representatives of the other parties to report operational matters of materiality and the general status of ongoing operations.

Access to Information and Properties. (a) Upon reasonable notice and subject to the Confidentiality Agreement (defined below) and applicable Laws relating to the exchange of information, Parent the Company shall, and shall cause each of its Subsidiaries to, afford to the authorized Representatives of PESI Parent reasonable access during normal business hours during the period prior to the ClosingEffective Time, to all of the Company’s and the Company Subsidiaries its properties, offices, contracts, books, commitments, records, data and data personnel and, during such period, it shall, and shall cause each of its Subsidiaries to, make available to the Representatives of PESI Parent all information concerning its business, properties and personnel of the Company and the Company Subsidiaries as PESI Parent may reasonably request. Without limiting the foregoing, Parent the Company shall cooperate and provide the authorized Representatives of PESI Parent with all relevant information reasonably required by PESI Parent or any of such Representatives, in order to successfully transition to PESI, Representatives for the purpose of determining that the business of conducted by the Company and its Subsidiaries complies with, and does not raise material liability risks under, applicable Laws, including, without limitation, the Company SubsidiariesFCPA and other applicable anti-corruption Laws. In connection with due diligence that Parent and its counsel will conduct with respect to compliance under such Laws, the overall transitioningCompany and its Subsidiaries agree to cooperate fully with all reasonable aspects of Parent’s due diligence process. In this context, cooperation includes making available to the authorized Representatives of Parent all policies, procedures, guidelines, training materials, due diligence files, internal and external audits, investigative reports, hotline records and other information and materials that Parent reasonably requests relevant to compliance with, or otherwise related to, such Laws. The Company and its Subsidiaries will make reasonably available the Company’s and the Company Subsidiaries’ their personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas PESI Parent reasonably considers to be relevant to overall transitioning of the businesscorporate compliance. Parent The Company understands and agrees that the matters discussed in this Section 5.3(a5.4(a) may extend to and include on-site interviews and visits to the Company’s and the Company its Subsidiaries’ overseas locations and that the determination of the site of any such interviews and visits shall be at the sole decision of PESI Parent acting reasonably. PESI shall coordinate all such on-site interviews and visits through SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇. The cooperation provisions of this Section 5.3(a5.4(a) extend fully to all of the Company’s and its Subsidiaries’ overseas business, joint venture and subsidiary locations. In addition, the Company Subsidiaries’ business locationsagrees to use its reasonable best efforts to facilitate meetings with joint venture partners, agents, Representatives, consultants, customs brokers and other third parties that Parent or its counsel determines may be relevant to due diligence. Parent The Company shall have the right, in its sole discretion, discretion to have a Company Representative representative present for all investigations, interviews and visits. Notwithstanding the foregoing provisions of this Section 5.3(a5.4(a), neither Parent, the Company nor any of the Company its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that Parent the Company shall use Commercially Reasonable its reasonable best efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentence. The Company will use its reasonable best efforts to make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) Upon reasonable notice Following the execution and subject delivery of this Agreement, Parent will continue to conduct due diligence with respect to the Confidentiality Agreement and applicable Laws relating to the exchange of information, for a period not to exceed twelve (12) months from the Closing Date, PESI shall, and shall cause compliance by the Company with the FCPA, and the Company Subsidiaries tohereby agrees to fully cooperate with such efforts. If Parent concludes that there is a possible violation of the FCPA by the Company or any of its Subsidiaries, afford the existence or occurrence of which has not been previously disclosed to the authorized Representatives applicable Governmental Entity, Parent will so inform the Company, and the Company will use its reasonable best efforts to resolve each such violation and any issues related thereto, including by disclosing to the applicable Governmental Entity the existence or occurrence of Parent reasonable access during normal business hoursany such violation if, to all with the advice of the Company’s and the Company Subsidiaries books, records and data, and it shall, and shall make available to the Representatives of Parent, all information concerning its business, properties and personnel of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request, in connection with Parent’s preparation of its audited financial statements and annual report on Form 10-K for its fiscal year ended June 30, 2011 and income tax returns for fiscal year ended June 30, 2011 (collectively, “Annual Report Purposes”). In connection therewith, PESI will make reasonably available the Company’s personnel during normal business hours in a manner not to interfere with such personnel performing his or her duties that Parent reasonably considers to be relevant to Annual Report Purposes. Parent shall coordinate all such access with PESI’s Chief Financial Officer, and PESI shall have the right to have a Representative present during all such inspection of such Company’s and the Company’s Subsidiaries books, records and data. Notwithstanding the foregoing provisions of this Section 5.3(b), neither PESIoutside counsel, the Company nor any of the Company Subsidiaries shall concludes that such disclosure or resolution should be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that PESI shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentencemade. (c) Parent and the Company will hold any information obtained or contemplated under Sections 5.4(a) and (b) above in accordance with the provisions of the confidentiality agreement between the Company and Halliburton Energy Services, Inc., dated as of January 7, 2009 (the “Confidentiality Agreement”). (d) No investigation by Parent or the Company or their respective Representatives made pursuant to this Section 5.4 shall affect the representations, warranties, covenants or agreements of the other set forth in this Agreement. (e) Subject to compliance with applicable Law, from the date hereof until the ClosingEffective Time, each party shall confer, to the extent reasonably needed, confer on a regular and frequent basis with one or more Representatives of the other parties to report operational matters of materiality and the general status of ongoing operations.

Access to Information and Properties. (a) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of informationinformation and obtaining any required consents of third parties, Parent including third party operators of the Company’s assets (with respect to which consents each party shall use commercially reasonable efforts to obtain), during the period prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) afford to the authorized Representatives of PESI Parent reasonable access access, during normal business hours during the period prior to the Closinghours, to all of the Company’s and the Company Subsidiaries its properties, offices, contracts, books, commitments, records, data and data and, during such period, it shallbooks and personnel, and shall (ii) make available to the Representatives of PESI Parent all information concerning its business, properties and personnel of in its possession as the Company and the Company Subsidiaries as PESI other parties may reasonably request. Without limiting the foregoing, Parent shall cooperate and use commercially reasonable efforts to provide the authorized Representatives access to any such information in any third party operators’ possession, and a copy of PESI with all relevant information reasonably required each report, schedule, registration statement and other document filed, published, announced or received by PESI or any of such Representatives, it in order to successfully transition to PESI, the business of the Company and the Company Subsidiaries. In connection with the overall transitioningtransactions contemplated hereby during such period pursuant to the requirements of applicable Law (including pursuant to the Securities Act, Parent and its Subsidiaries will make reasonably available the Company’s Exchange Act and the Company Subsidiaries’ personnelrules of any Governmental Entity thereunder), including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and as applicable (other areas PESI reasonably considers than documents which are not permitted to be relevant to overall transitioning of the businessdisclosed under applicable Law). Parent understands and agrees that the matters discussed in this Section 5.3(a) may extend to and include on-site interviews and visits to the Company’s and the Company Subsidiaries’ locations and that the determination of the site of any such interviews and visits shall be at the sole decision of PESI acting reasonably. PESI shall coordinate all such on-site interviews and visits through SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇. The cooperation provisions of this Section 5.3(a) extend fully to all of the Company’s and the Company Subsidiaries’ business locations. Parent shall have the right, in its sole discretion, to have a Company Representative present for all interviews and visits. Notwithstanding the foregoing provisions of this Section 5.3(a), neither Parent, Neither the Company nor any of the Company its Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; . The Company, Merger Sub and Parent will make appropriate substitute disclosure arrangements under circumstances in which the restrictions of the preceding sentence apply. (b) From the date of this Agreement until the Effective Time, Parent and its authorized Representatives, including engineers, advisors and consultants, lenders and financing sources, upon reasonable notice and in a manner that does not unreasonably interfere with the business of the Company or any of its Subsidiaries, may enter into and upon all or any portion of the real property owned or leased by the Company or any of its Subsidiaries in order to investigate and assess, as Parent reasonably deems necessary or appropriate, the environmental condition of such real property and the other assets or the businesses of the Company or any of its Subsidiaries (an “Investigation”). An Investigation may include a Phase I environmental site assessment, or similar investigation. In the event that Parent determines that more than an Investigation is required in order to properly determine the environmental condition of such real property, including without limitation, any sampling or testing of soil and/or ground or surface waters at, on or under any real property, then Parent shall provide the Company with a copy of the report prepared with respect to such property and a written report describing the proposed activities to be performed, provided, however, that no such activities shall be performed by Parent shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes its Representatives without the impediments described in this sentence. (b) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of informationCompany’s prior written consent, for a period not to exceed twelve (12) months from the Closing Datebe unreasonably withheld, PESI delayed or denied. The Company shall, and shall cause the Company each of its Subsidiaries and the Company Subsidiaries Representatives to, afford cooperate with Parent and its Representatives in conducting any such Investigation, facilitating further testing or evaluation as may be reasonably prudent with respect to matters identified in the authorized Investigation, allow Parent and its Representatives of Parent reasonable access during normal business hours, to all of the Company’s and the Company Subsidiaries booksits Subsidiaries’ businesses, records real property and dataother assets, together with full permission to conduct any such Investigation, and it shallprovide to Parent and its Representatives all plans, and shall make available to soil or surface or ground water tests or reports, any environmental investigation results, reports or assessments previously or contemporaneously conducted or prepared by or on behalf of the Representatives Company, its Subsidiaries, or any of Parent, all information concerning its business, properties and personnel their predecessors that are in the possession of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request, in connection with Parent’s preparation any of its audited financial statements Subsidiaries, and annual report on Form 10-K for its fiscal year ended June 30, 2011 and income tax returns for fiscal year ended June 30, 2011 (collectively, “Annual Report Purposes”). In connection therewith, PESI will make reasonably available all information relating to environmental matters regarding the Company’s personnel during normal business hours and its Subsidiaries’ businesses, real property and other assets that are in a manner not to interfere with such personnel performing his or her duties that Parent reasonably considers to be relevant to Annual Report Purposes. Parent shall coordinate all such access with PESI’s Chief Financial Officer, and PESI shall have the right to have a Representative present during all such inspection of such Company’s and the Company’s Subsidiaries books, records and data. Notwithstanding the foregoing provisions of this Section 5.3(b), neither PESI, the Company nor any possession of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights any of its customers, jeopardize Subsidiaries. (c) Parent will hold any attorney-client privilege or contravene any Law or binding agreement entered into prior to information contemplated under Section 5.4(a) and/or Section 5.4(b) in accordance with the date provisions of this the Company Confidentiality Agreement; provided, however, that PESI Parent’s obligations under the Company Confidentiality Agreement shall use Commercially Reasonable efforts terminate on the earlier of (i) the date provided therein or (ii) the Effective Time. The Company shall not be responsible to provide Parent for personal injuries sustained by Parent’s Representatives in connection with the access provided pursuant to this Section 5.4, and shall be indemnified and held harmless by Parent for any losses suffered by the Company or its Representatives in connection with any such access or information in a manner that avoids or removes the impediments described in this sentencepersonal injuries. (cd) Subject to compliance with applicable LawNo Investigation by Parent or its representatives shall affect the representations, from the date hereof until the Closingwarranties, each party shall confer, to the extent reasonably needed, with one covenants or more Representatives agreements of the other parties to report operational matters of materiality and the general status of ongoing operationsCompany set forth in this Agreement.

Access to Information and Properties. (a) Upon reasonable notice and subject to From the Confidentiality date of this Agreement and applicable Laws relating to until the exchange of informationEffective Time, Parent the Company shall, and shall cause each of its Subsidiaries to, (i) afford to the Purchaser and its authorized Representatives of PESI representatives, including consultants, advisors, lenders and financing sources, reasonable access during normal business hours during the period upon reasonable prior to the Closing, written notice to all of the Company’s and the Company Subsidiaries propertiesits premises, officesproperties (including for purposes of environmental testing), contracts, books, commitments, recordsdata, books and data andrecords and personnel and (ii) shall use its reasonable efforts to cause its customers, suppliers, lenders and other creditors to be available to the Purchaser, in order that the Purchaser may have an opportunity to make such investigation as it shall reasonably deem necessary of the Company's and its Subsidiaries' respective affairs; provided that such investigation shall not affect the representations and warranties made by the Company in this Agreement. In addition, during such period, it the Company shall, and shall make available cause each of its Subsidiaries to, furnish promptly to the Representatives Purchaser (y) a copy of PESI each report, schedule, registration statement and other document filed or received by it during such period pursuant to the requirements of federal or state securities laws and (z) all other information concerning its business, properties and personnel as the Purchaser may reasonably request. Until the Effective Time, the Purchaser will hold any such information in accordance with the provisions of the confidentiality agreement between the Company and the Parent (the "Confidentiality Agreement"). (b) From the date of this Agreement until the Effective Time, the Company Subsidiaries shall use its reasonable efforts to keep the Parent and Purchaser updated as PESI may reasonably request. Without limiting to the foregoing, Parent shall cooperate and provide the authorized Representatives status of PESI with all relevant information reasonably required by PESI or any of such Representatives, in order to successfully transition to PESI, the business of the Company and its Subsidiaries taken as a whole and shall afford the Company Subsidiaries. In connection with the overall transitioning, Parent and the Purchaser reasonable access to its Subsidiaries will make reasonably available the Company’s and the Company Subsidiaries’ personnelmanagement, including senior management and personnel responsible for complianceattorneys, internal auditaccountants, financeinvestment bankers, investigations, logistics, sales and marketing lenders and other areas PESI creditors in order to allow Parent and Purchaser to make such investigation as it shall reasonably considers to be relevant to overall transitioning of the business. Parent understands and agrees that the matters discussed in this Section 5.3(a) may extend to and include on-site interviews and visits to the Company’s and the Company Subsidiaries’ locations and that the determination of the site of any such interviews and visits shall be at the sole decision of PESI acting reasonably. PESI shall coordinate all such on-site interviews and visits through SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇. The cooperation provisions of this Section 5.3(a) extend fully to all deem necessary of the Company’s 's and the Company its Subsidiaries’ business locations. Parent shall have the right, in its sole discretion, to have a Company Representative present for all interviews ' respective affairs and visits. Notwithstanding the foregoing provisions of this Section 5.3(a), neither Parent, the Company nor provide any of the Company Subsidiaries shall be required to provide access to or to disclose relevant information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that Parent shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentence. (b) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of information, for a period not to exceed twelve (12) months from the Closing Date, PESI shall, and shall cause the Company and the Company Subsidiaries to, afford to the authorized Representatives of Parent reasonable access during normal business hours, to all of concerning the Company’s 's and the Company Subsidiaries books, records and data, and it shall, and shall make available to the Representatives of Parent, all information concerning its Subsidiaries' business, properties and personnel of as the Parent may reasonably request. In addition, the Company will use its commercially reasonable efforts to facilitate contacts between the Parent and the lenders to the Company and its Subsidiaries for the Company Subsidiaries purposes of attempting to obtain such waivers or consents as Parent or its Representatives may reasonably request, in connection with Parent’s preparation of its audited financial statements and annual report on Form 10-K for its fiscal year ended June 30, 2011 and income tax returns for fiscal year ended June 30, 2011 (collectively, “Annual Report Purposes”). In connection therewith, PESI will make reasonably available the Company’s personnel during normal business hours in a manner not to interfere with such personnel performing his or her duties that Parent reasonably considers to be relevant to Annual Report Purposes. Parent shall coordinate all such access with PESI’s Chief Financial Officer, and PESI shall have the right to have a Representative present during all such inspection of such Company’s and the Company’s Subsidiaries books, records and data. Notwithstanding the foregoing provisions of this Section 5.3(b), neither PESI, the Company nor any of the Company Subsidiaries shall be required to provide access to prevent financing provided by such lenders from being accelerated as a result of "change in control" or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this Agreement; provided, however, that PESI shall use Commercially Reasonable efforts to provide such access or information in a manner that avoids or removes the impediments described in this sentencesimilar provisions. (c) Subject to compliance with applicable Law, from the date hereof until the Closing, each party shall confer, to the extent reasonably needed, with one or more Representatives of the other parties to report operational matters of materiality and the general status of ongoing operations.

Access to Information and Properties. (a) Upon reasonable notice and subject to the Confidentiality Agreement and applicable Laws relating to the exchange of information, Parent shall, and Seller shall cause each of its Subsidiaries to, (i) afford to the authorized Representatives of PESI Purchaser and its accountants, counsel and other representatives reasonable access access, upon reasonable prior notice during normal business hours during the period prior to the Closing, to all of the Company’s and the Company Subsidiaries personnel, properties, offices, contracts, books, commitmentsContracts, commitments and records (excluding any confidential personnel records, and data and, during such period, it shall, and shall make available ) relating to the Representatives Business (other than the Excluded Assets), (ii) furnish Purchaser and its representatives with such financial, operating and other data and information related to the Business as Purchaser or any of PESI all information concerning its business, properties and personnel of the Company and the Company Subsidiaries as PESI representatives may reasonably request. Without limiting , (iii) permit Purchaser to conduct interviews with employees that may become Transferred Employees pursuant to Section 6.01, and (iv) instruct the foregoing, Parent shall representatives of Seller to cooperate and provide the authorized Representatives of PESI with all relevant information reasonably required by PESI or any of such Representatives, Purchaser in order to successfully transition to PESI, the business its investigation of the Company and the Company Subsidiaries. In connection with the overall transitioning, Parent and its Subsidiaries will make reasonably available the Company’s and the Company Subsidiaries’ personnel, including senior management and personnel responsible for compliance, internal audit, finance, investigations, logistics, sales and marketing and other areas PESI reasonably considers to be relevant to overall transitioning of the business. Parent understands and agrees that the matters discussed in this Section 5.3(a) may extend to and include on-site interviews and visits to the Company’s and the Company Subsidiaries’ locations and that the determination of the site of any such interviews and visits shall be at the sole decision of PESI acting reasonably. PESI shall coordinate all such on-site interviews and visits through SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or ▇▇▇▇▇▇▇▇▇▇. The cooperation provisions of this Section 5.3(a) extend fully to all of the Company’s and the Company Subsidiaries’ business locations. Parent shall have the right, in its sole discretion, to have a Company Representative present for all interviews and visits. Notwithstanding the foregoing provisions of this Section 5.3(a), neither Parent, the Company nor any of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into prior to the date of this AgreementBusiness; provided, however, that Parent shall use Commercially Reasonable efforts foregoing access does not unreasonably disrupt the normal operations of Seller or the Business. Notwithstanding the foregoing, Seller need not disclose to provide such access Purchaser (A) any document or information that is confidential pursuant to Applicable Law or pursuant to the terms of a confidentiality agreement with a third party or (B) such portions of documents or information relating to pricing or other matters that are highly sensitive if the exchange of such documents (or portions thereof) or information, as determined by Seller’s counsel, might reasonably result in a manner antitrust difficulties for Seller (or any of its affiliates). If any material is withheld by Seller pursuant to the immediately preceding sentence, Seller shall inform Purchaser as to the general nature of what is being withheld. Seller may redact such portions of its books and records that avoids or removes do not relate to the impediments described in this sentenceTransferred Assets, the Assumed Liabilities and the Business. (b) Upon reasonable notice and subject to Following the Confidentiality Agreement and applicable Laws relating to expiration of the exchange waiting periods referenced in Section 5.05 below, including early termination of informationsuch waiting periods, for a period not to exceed twelve (12) months from the Closing Date, PESI shall, and Seller shall cause the Company and the Company Subsidiaries to, afford to the authorized Representatives of Parent Purchaser and its employees and other representatives reasonable access during normal business hoursaccess, to all of the Company’s and the Company Subsidiaries books, records and data, and it shall, and shall make available to the Representatives of Parent, all information concerning its business, properties and personnel of the Company and the Company Subsidiaries as Parent or its Representatives may reasonably request, in connection with Parent’s preparation of its audited financial statements and annual report on Form 10-K for its fiscal year ended June 30, 2011 and income tax returns for fiscal year ended June 30, 2011 (collectively, “Annual Report Purposes”). In connection therewith, PESI will make reasonably available the Company’s personnel upon reasonable prior notice during normal business hours in a manner not to interfere with such personnel performing his or her duties that Parent reasonably considers to be relevant to Annual Report Purposes. Parent shall coordinate all such access with PESI’s Chief Financial Officer, and PESI shall have during the right to have a Representative present during all such inspection of such Company’s and the Company’s Subsidiaries books, records and data. Notwithstanding the foregoing provisions of this Section 5.3(b), neither PESI, the Company nor any of the Company Subsidiaries shall be required to provide access to or to disclose information where such access or disclosure would violate or prejudice the rights of its customers, jeopardize any attorney-client privilege or contravene any Law or binding agreement entered into period prior to the date Closing, to the Facility for the purpose of this Agreementstaging and installing information technology, telephone, communications and other similar equipment; provided, however, that PESI such equipment shall use Commercially Reasonable efforts not be networked to, or otherwise able to provide such access or share data with, Seller’s information in technology equipment until after Closing. Purchaser and Seller shall develop a manner plan for data transmission and exchange following the Closing pursuant to the Transitional Services Agreement. In the event that avoids or removes this Agreement is terminated pursuant to Article VIII, Seller shall afford Purchaser and its employees and other representatives reasonable access, upon reasonable prior notice during normal business hours during the impediments described in this sentence. (c) Subject period prior to compliance with applicable Law, from the date hereof until the Closing, each party shall confer, to the extent reasonably needed, with one or more Representatives of Facility to remove any equipment installed pursuant to the other parties to report operational matters of materiality and the general status of ongoing operationspreceding sentence.